4. other FORMS/Entities
a. Commonly used legal entities
BCs can be licensed as funds, fund managers or insurance
companies under the Mutual Funds Act 1996 and the
Insurance Act. Shares of BCs and IBCs can be put into
VISTA trusts.
b. Incorporation
A company can be incorporated within 24 hours after instructions
are received and standard memorandum and articles of association
are available.
In January 2007, the BCA replaced the IBCA and from 1 January
2011 it will replace the Companies Act. The BCA provides
for:
- seven types of companies, including traditional companies
limited by shares, companies limited by guarantee (with or without
a share capital), unlimited companies (with or without share
capital), restricted purpose companies, and segregated portfolio
companies
- the ability to entrench provisions of a company’s memorandum
and articles
- registration of security and priority of charges
- directors under particular circumstances acting in the
interests of a holding company or particular parent company rather
than in the interests of their own company
- clarified procedures regarding disclosure of directors’
interests
- abolition of the concept of authorised capital
- a statutory solvency test to determine whether payment of
distributions can be made, and
- the ability of a company to acquire its own shares.
As of 1 January 2005, all IBCs have been re-registered as
BCs.
c. Capitalisation
The BCA abolished the concepts of ‘authorised capital’ and ‘par
value’. Nonetheless, the constituent documents of a BC may
stipulate the number of shares the company is permitted to issue.
Shares may be issued in any currency. Licence fees are payable on
the basis of the number of shares the company is authorised to
issue and annually thereafter within six months of the anniversary
of the incorporation date of the company. Shares may be issued
either as registered shares or bearer shares, but companies that
wish to retain the power to issue bearer shares will pay a higher
annual licence fee and must immobilise the shares by placing them
in the custody of a custodian authorised or recognised for that
purpose by the Financial Services Commission.
d. Director requirements
BCs may have a single director: a natural person or corporate
entity. A director is not required to be a shareholder of the
company.
e. Disclosure and other requirements
The BCA provides for the compulsory maintenance of copies of the
registers of directors and members at the offices of the registered
agent of the company in the BVI. No public disclosure of the
identities of directors or shareholders is required by law. The BCA
requires the company to keep records that are sufficient to show
and explain the company’s transactions and will, at any time,
enable the financial position of the company to be determined with
reasonable accuracy.
The licence fee for a company permitted to issue 50,000 shares
or fewer is USD350; the licence fee for a company permitted to
issue more than 50,000 shares is USD1,100. The BCA provides for
imposition of an annual licence fee of USD1,100 for companies
issuing shares to bearer (regardless of the number of shares they
are permitted to issue).
There are no public filing or disclosure requirements relating
to trusts. There is no annual fee imposed by the government in
respect of trusts established in the BVI.