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British Virgin Islands

British Virgin Islands (BVI)
Capital: Road Town
Official languages: English
Currency: United States dollar (USD)

The official name of the territory is still simply the "Virgin Islands", but the prefix "British" is often used. This is commonly believed to distinguish it from the neighbouring American territory.
The British Virgin Islands is a significant global player in the offshore financial services industry. Over 40% of the world's offshore companies were formed in the British Virgin Islands.


COST AND TERMS:
Documents from the BVI company register can be provided in electronic and (or) in original paper form, apostilled and translated into any language.

Document name Electronic document Apostilled document
Company Search Report BVI 60 euro
1-2 days
450 euro
5-8 days
Certificate of Good standing BVI 80 euro
from 3 days
550 euro
from 7 days
Certificate of Incorporation BVI 70 euro
3-6 days
530 euro
from 7 days
Register of directors 60 euro
1-2 days
upon
request
Extract from the register of pledges BVI from 70 euro*
1-2 days
from 550 euro*
5-8 days
Certificate of Registration of Charge 60 euro
1-3 days
500 euro
5-8 days
Certificate of Name Change BVI 65 euro
from 3 days
530 euro
from 7 days
Certificate of tax exemption 395 euro
3-6 days
590 euro
5-10 days
Memorandum/Articles of Association BVI 65 euro
from 3 days
530 euro
from 7 days
Registry Strike off Certificate (Letter) BVI 150 euro
1-3 days
530 euro
from 7 days
Business Report from 100 euro
2-5 days
* - The cost depends on the number of pages
  • Terms in business days.
  • Delivery charge not included

Company Search Report. BVI:
  • Company Search/Profile BVI contains:
    • Company Name (Previous Name if applicable);
    • Company Number, Date of Incorporation/Registration;
    • Company Type:
    • Status Description ans Status Date;
    • The date of struck off (if applicable)
    • Current Registered Agent and his contact information (address, telephone, etc.);
    • Current Registered Office;
    • Share/Capital Information;
    • Transaction History;
    • Certificate History
    etc.

  • Register of directors BVI contains:
    • Director Type;
    • Company Name, Company Number, Date of Incorporation/Registration;
    • Address:
    • Appoint Date / Cease Date
    The Copy can be obtained only in the case of publicity of the register of directors of a particular company. To check the publicity, you must first obtain Company Search/Profile BVI.

  • Extract from the register of pledges contains:
    • Date of creation of charge;
    • Liability secured by the charge;
    • Description of property charged;
    • Name and address of the trustee for the security / or if none, name and address of the chargee;
    • Name and address of holder of the charge;
    • Detail of any prohibition or restriction, if any, contained in the instrument creating the charge on the power of the Company to create any future charge ranking in priority to or equally with the charge;

Extracts (Company Search) are provided in English.
Company Search content depends on the legal form of the company and the data in the company registry.
CERTIFICATES AND DOCUMENTS FROM THE BVI COMPANY REGISTRY:
  • Certificate of Good standing
    Certificate of Good standing certifies that the company:
    • Is on the Register of Companies;
    • Has paid all fees and penalties due under the Act;
    • Has not filed articles of merger or consolidation that have not become effective;
    • Has not filed articles of arrangement that have not yet become effective;
    • Is not in voluntary liquidation;
    • Is not in liquidation under the Insolvency Act, 2003;
    • Is not in receivership under the Insolvency Act, 2003;
    • Is not in administrative receivership;
    • Proceedings to strike the name of the company off the Register of Companies have not been instituted; and
    • Provided the Register of Directors to the Registrar (from 01.10.2018г.).
    Effective October 1st 2018, certificates of good standing will not be issued for companies that have not filed Register of Directors (RODs).
    Under the BVI Business Companies (Amendment) Act, 2018, which came into force on October 1st, a company that has not filed its RODs is not in good standing and therefore will not be eligible to receive a certificate of good standing.

  • Copy of Memorandum and/or Articles of Association
    The memorandum of a company shall state
    • the name and type of the company;
    • the address of the first registered office of the company;
    • the name of the first registered agent of the company;
    • the maximum number of shares and the classes of shares (in the case of a company limited by shares or otherwise authorised to issue shares);
    etc.

  • Certificate of Incorporation
    A certificate of incorporation is conclusive evidence that
    • all the requirements of The BVI Business Companies Act as to incorporation have been complied with; and
    • the company is incorporated on the date specified in the certificate of incorporation.

  • Certificate of tax exemption
    BVI Companies are exempt from income taxes and a certificate showing this fact.
    Certificate is valid for a twelve (12) month period.

  • Special Worded Certificate (A draft of the wording must be sent)

  • Certificate of Name Change

  • Certificate of Registration of Charge
etc.

Business reports on companies registered in the BVI
The following information may be included for you in the report:
  • company name (including legal form);
  • company Number, date of Incorporation/Registration;
  • status;
  • registered agent and his contact information;
  • capital / shares
  • media references
  • branches and representative offices in Russia;
  • subsidiaries in Russia;
  • participation in court cases in Russia
etc.
British Virgin Islands. Legalization and translation:
The British Virgin Islands is a party to the 1961 Hague Convention.

    The Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents (the Apostille Convention or the Apostille Treaty), is an international treaty. It specifies the modalities through which a document issued in one of the signatory countries can be certified for legal purposes in all the other signatory states. A certification under the terms of the convention is called an apostille.


Documents from BVI can be apostilled and translated for you into any language.

General information about BVI companies

COMPANY NAME
The name of a limited company shall end with the word “Limited”, “Corporation” or “Incorporated”; the words “Societe Anonyme” or “Sociedad Anonima”; the abbreviation “Ltd”, “Corp”, “Inc” or “S.A.”; or such other word or words, or abbreviations thereof, as may be specified in the Regulations.
The name of an unlimited company shall end with the word “Unlimited” or the abbreviation “Unltd”.
The name of a restricted purposes company shall end with the phrase “(SPV) Limited” or the phrase “(SPV) Ltd”.
The name of a segregated portfolio company shall include the designation “Segregated Portfolio Company” or “SPC”

No company shall be registered, whether on incorporation, continuation, merger or consolidation, under a name

  • the use of which would contravene the law;
  • is identical to the name under which a company is or has been registered under THE BVI BUSINESS COMPANIES ACT or a former Act, or
  • is so similar to the name under which a company is or has been registered under THE BVI BUSINESS COMPANIES ACT or a former Act that the use of the name would, in the opinion of the Registrar, be likely to confuse or mislead;
  • that is identical to a name that has been reserved or that is so similar to a name that has been reserved that the use of both names by different companies would, in the opinion of the Registrar, be likely to confuse or mislead;
  • that contains a restricted word or phrase, unless the Commission has given its prior written consent to the use of the word or phrase; or
  • that, in the opinion of the Registrar, is offensive or, for any other reason, objectionable.
A company may have an additional foreign character name approved by the Registrar.

REGISTRAR
Registrar - the Registrar of Corporate Affairs

COMPANY NUMBER
Company number - the number allotted to the company by the Registrar.
BVI Company numbers are numeric with no letters or other characters.

SHARES
A share in a company is personal property.
A company may issue more than one class of shares.
A share is deemed to be issued when the name of the shareholder is entered in the register of members.
Since the 2004 Act there is no concept of authorized capital or share capital so companies are no longer required to specify an authorized share capital in the Memorandum or Articles of Association

MEMBERS
A company shall keep a register of members.
The register of members may be in such form as the directors may approve but if it is in magnetic, electronic or other data storage form, the company must be able to produce legible evidence of its contents.

REGISTERED OFFICE AND REGISTERED AGENT
A company shall, at all times, have a registered office in the Virgin Islands.
The registered office of a company shall be a physical address in the Virgin Islands. If the registered office of the company is at the office of its registered agent, that fact shall be stated in the description of the address in the memorandum or in the notice.

A company shall at all times have a registered agent in the Virgin Islands.
A company does not require a registered agent if it is in liquidation

DIRECTORS
The business and affairs of a company shall be managed by, or under the direction or supervision of, the directors of the company.
A company shall, at all times, have one or more directors (does not apply during the period between the incorporation of the company and the appointment of the first directors by the registered agent ).
The first registered agent of a company shall, within six months of the date of incorporation of the company, appoint one or more persons as the first directors of the company.
A company shall keep a register to be known as a register of directors.

COMPANY RECORDS
A company shall keep the following documents at the office of its registered agent:

  • the memorandum and articles of the company;
  • the register of members (or a copy of the register of members);
  • the register of directors (or a copy of the register of directors); and
  • copies of all notices and other documents filed by the company in the previous ten years.

STATUS DESCRIPTION
The normal status is "Active" (Good Standing), other possible values are:

  • Struck off - Dissolved
    The company is liquidated and dissolved
  • Struck off - Agent Resigned / Failure to appoint a Registered Agent
    The company didn't appoint a Registered Agent or the Registered Agent resigned in accordance with section 93 of the Business Companies Act
  • Struck off - Non Pmt A/Fee
    The company failed to pay its annual fees and it was struck off in accordance with section 213(1)(c) of the Act
  • Struck off - Ceased to carry on business
    The Registrar is satisfied that the company has ceased to carry on business under Section 213(1)(b)
  • Struck off - Carrying on business without Licence
    The company is operating a business that requires a Licence, Permit or Authority without having it under Section 213(1)(c)
  • Struck off - Failure to file Document
    The company failed to file any return, notice or document required under the Business Companies Act
  • In Penalty
    The company has its annual fee past due and its liable to a penalty under PART II of the Act (Amendment 26/2005)

AVAILABILITY OF INFORMATION
The amount of available information for a BVI company is limited.
Memorandum and Articles of Association are always available for all companies.

Сompanies are not required to file annual accounts, annual returns, register of charges, financial statements or tax returns.

Since 2016 BVI companies have to file a Register of Directors (RODs) but it's not available for public inspection unless the company decides to do so.
Under the BVI Business Companies (Amendment) Act, 2018, which came into force on October 1st, a company that has not filed its RODs is not in good standing and therefore will not be eligible to receive a certificate of good standing.
The Registrar to strike existing companies from the Register of Companies (“the Register”) in accordance with section 213(1)(a)(ii) of the Act if they fail to file ROD’s, on or before 31st December, 2018.
Companies that have not filed RODs by 31st December, 2018 will be struck from the register on 2nd January, 2019.
Going forward companies incorporated after 31st March 2018 will be liable to being struck from the Register, where RODs have not been filed within 9 months of the incorporation of the company.

Filing the Register of Charges is not mandatory many companies choose to file it because lenders may require it.

Companies have to maintain a Registry of Shareholders (Members) at the Registered Office but that isn't public neither.
The ultimate beneficial owner of a BVI company is not available for the public. However, registered agents must keep the information about the beneficial owner of a company.