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Economy Package |
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 £ 560.00 | Renewal fees from £415.00 | | |
 The Economy Business Company package includes:
 The registration of your British Virgin Islands' Business Company within 2 to 5 working days
Company name availability, confirmation, and reservation
The payment of initiation fees
The payment of the first year's registration fees
The appointment of your own candidates to the roles of director and shareholder
The registration of your US$50,000 authorized share capital divided into 50,000 shares valued at US$1.00 each (a minimum of one share must be issued)
The preparation and submission of the Memorandum and Articles of Association of your company
A local registered office address and a local registered agent (both of which are statutory requirements in the British Virgin Islands)
The first year's fees for a local registered office address and a local registered agent
The following documents will be sent to you via courier:
The original Certificate of Incorporation
A bound copy of the Memorandum and Articles of Association of your company
The Minutes of the First Meeting of the Board of Directors
A completed Register of Directors and Shareholders
Share Certificates
A company seal
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Premier Package |
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| £ 725.00 | Renewal fees from £581.00 | | |
The Premier Business Company package includes:
The registration of your British Virgin Islands' Business Company within 2 to 5 working days
Company name availability, confirmation, and reservation
The payment of initiation fees
The payment of the first year's registration fees
The appointment of your own candidate(s) to the role of shareholder
The appointment of a nominee director
The first year's fees for a nominee director
The registration of your US$50,000 authorized share capital divided into 50,000 shares valued at US$1.00 each (a minimum of one share must be issued)
The preparation and submission of the Memorandum and Articles of Association of your company
A local registered office address and a local registered agent (both of which are statutory requirements in the British Virgin Islands)
The first year's fees for a local registered office address and a local registered agent
The following documents will be sent to you via courier:
The original Certificate of Incorporation
A bound copy of the Memorandum and Articles of Association of your company
The Minutes of the First Meeting of the Board of Directors
A completed Register of Directors and Shareholders
Share Certificates
A company seal
A pre-signed, undated letter of resignation from the nominee director
A general power of attorney signed by the nominee director
An indemnity letter for the power of attorney
A nominee agreement which provides for the indemnification of the nominee director
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Deluxe Package |
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| £ 835.00 | Renewal fees from £691.00 | | |
The Deluxe Business Company package includes:
The registration of your British Virgin Islands' Business Company within 2 to 5 working days
Company name availability, confirmation, and reservation
The payment of initiation fees
The payment of the first year's registration fees
The appointment of a nominee director
The first year's fees for a nominee director
The appointment of a nominee shareholder
The first year's fees for a nominee shareholder
The registration of your US$50,000 authorized share capital divided into 50,000 shares valued at US$1.00 each (a minimum of one share must be issued)
The preparation and submission of the Memorandum and Articles of Association of your company
A local registered office address and a local registered agent (both of which are statutory requirements in the British Virgin Islands)
The first year's fees for a local registered office address and a local registered agent
The following documents will be sent to you via courier:
The original Certificate of Incorporation
A bound copy of the Memorandum and Articles of Association of your company
The Minutes of the First Meeting of the Board of Directors
A completed Register of Directors and Shareholders
Share Certificates
A company seal
A pre-signed, undated letter of resignation from the nominee director
A general power of attorney signed by the nominee director
An indemnity letter for the power of attorney
A nominee agreement which provides for the indemnification of the nominee director and nominee shareholder
A declaration of trust from the nominee shareholder
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| BVI Offshore: Legal Requirements | | |
A Business Company in the British Virgin Islands cannot trade within the British Virgin Islands or own real estate in the jurisdiction of the British Virgin Islands
The company is required to have a registered office address in the British Virgin Islands
The company is required to have a registered agent in the British Virgin Islands
At minimum, one director must be appointed
There is no maximum number of directors
A director can be of any nationality
Directors can be corporate bodies or private individuals
At minimum, one shareholder must be appointed
The same person may be both a shareholder and a director
Company officers may be resident outside of the British Virgin Islands
The names and addresses of directors and shareholders are not available on the public record
There is no requirement for appointing a resident shareholder or director
There is no requirement for a resident secretary
The minimum paid in and issued capital may be one share which is fully paid
Shares can be issued with or without par value
Shares may be issued in any recognizable currency or in more than one recognizable currency
A Business Company's records and accounts do not have to be held nor filed with the authorities
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(click here for other packages)
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| 1. An IBC cannot trade within the BVI or own real estate there. Company subscribers may be resident outside the BVI.
2. An IBC is TAX EXEMPT on all income earned worldwide.
3. The company is required to have a registered office in the BVI. You must appoint a minimum of 1 director. There is no maximum number of directors.
4. Directors can be corporate bodies or private individuals. A director can be of any nationality.
5. There has to be at least one shareholder. The names and address of shareholders are not available to the public.
6. Shareholder and director may be the same person. There is no requirement for appointing local shareholder and director.
7. There is no requirement for a resident secretary. There is no paid-in capital requirement.
8. The minimum paid in and issued capital may be one share which is fully paid. Shares can be issued with or without par value.
9. Shares may be issued in any recognizable currency or in more than one recognizable currency.
10. BVI IBC records and accounts do not have to be held or filed with the authorities.
 +44 (0) 207.060.0382
+44 (0) 800.081.1510
 info@coddan.co.uk |
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- DEAR VISITORS, If you want to become familiar with the description and the contents of company incorporation packages, offered by our company and to find above, what kind of service is included in this or that incorporation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company incorporation within foreign countries, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen.
Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We act as your agent in the incorporation of offshore companies. We are not able to guarantee that any such filing will be acceptable to Companies Registrar , nor are there any contractual obligation upon us to do so. If Companies Registrar rejects incorporation or other filing, we will credit your account with a full refund and the contract between us will be made void. Companies Registrar does not offer a cancellation facility for the incorporation of companies or the filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site (www.coddan.co.uk) are in Great British pounds.
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors.
Dear Visitors and Our Potential Clients » Please be advised that the BVI Government has adopted a new legislation, which places all the BVI corporate entities within a zero tax regime and restructures the company organisation and license fee schedules. The new legislation named BVI Business Companies Act, will replace the existing Companies Act and International Business Companies (IBC) Act.
According to the BVI authorities, the purpose of the BVI Business Companies Act is "to ensure that (the BVI) continues to offer modern, flexible and innovative business companies' legislation that remains attractive to international clients while at the same time providing a suitable legal framework for firms undertaking domestic business."
All our clients who have instructed us to incorporate companies in the BVI or may require company incorporation in the future, note the following changes for the different periods:
COMPANIES INCORPORATED UP TO DECEMBER 31, 2004. Transition Period: To ensure seamless transition to the new regime, the BVI authorities have proposed a two-year transition period during which both, the existing IBC Act and the new BVI Business Companies Act will be in force. Companies already incorporated under the IBC Act or the local Companies Act will be permitted to continue their incorporation under those respective Acts until January 1, 2007 in which they will be automatically registered under the BVI Business Companies Act.
Bearer Shares: All companies incorporated before January 1, 2005 and that opt for retaining the rights to issue bearer shares must immobilize said shares with an authorized or recognized custodian by December 31, 2010. If the company chooses to register the existing shares, the M&AA must be amended. If the companies choose to maintain the ability to issue bearer shares, it will be subject to increased fee provision in 2008, as yet undisclosed.
COMPANIES INCORPORATED ON OR AFTER JANUARY 1, 2005. Transition Period: The two-year transition period allows new incorporations after January 1, 2005 under all three Acts: IBC Act, the local Companies Act and the new BVI Business Companies Act.
After January 1, 2006, new incorporations will be possible only under the new BVI Business Companies Act.
Bearer Shares: All companies incorporated after January 1, 2005 and opt for retaining the rights to issue bearer shares must immobilize said shares with an authorized or recognized custodian. Companies allowing bearer shares their M&AA will also be subject to higher fees, as specified above.
The IBC organisation process is quick and easy. Most companies adopt standard Memorandum and Articles of Association, and the official review and approval process is completed in approximately 48 hours. Coddan provide a wide range of accountancy services to small and medium sized businesses. We pride ourselves on providing a quality service at reasonable fees. We offer the following services: company incorporation services. Limited partnership incorporation services. Registered office and registered agent services; and company and limited partnership secretarial and related services.
In addition, the following are the standard post-incorporation services provided by Coddan: good standing certificates. Certified (and apostilled) copies of all corporate documents on file. Customized certificates to meet specialized business needs. Continuation or redomiciliation in to or out of the BVI. Quick elementary searches of all companies registered in the BVI. Liquidation (voluntary dissolution and winding up) of solvent IBCs. Corporate restructuring and organisation of related papers.
As your BVI company incorporation agents, we can only act on information and instructions given to us. You should not assume that we have knowledge of any factual matters. All of the information contained on this web site is not meant to be advice, nor should it be followed. The information on this site pertains to U.K. law only and is offered as a public service. It is not intended to give legal advice about a specific legal problem, nor does it create an attorney-client relationship. We do not hold ourselves out as offering tax advice, although we do not hold ourselves out as experts in the laws of any foreign country.
If you order an offshore company we usually require to send us by fax, email (as attachments in PDF, GIF or JPEG format) or mail: copy of the passport (with photo, signature and personal data pages) of the beneficial owner of the company; copy of the passport (with photo, signature and personal data pages) of the individual who contacts us and places order with us if he is not the beneficial owner. Beneficial owner is the individual who benefits from ownership of a company regardless of who holds title.
An International Business Company is a corporate vehicle having limited liability, which, provided it has no business activities in the British Virgin Islands, is wholly exempt from BVI tax on its income and from inheritance or estate tax on its shares. Only a nominal annual fee is payable to the Government (in most cases US$300.00).
The International Business Company is the most widely used vehicle for offshore operations in the BVI; it normally takes the form of a private company limited by shares. The governing legislation is the International Business Companies Act 1984, updated by the International Business Companies (Amendment) Act 1990 and the International Business Companies (Amendment) Act 2002, which restricted bearer shares and imposed record-keeping requirements on professional intermediaries.
Every company files a copy of its Memorandum and Articles of Association, or "M&AA" with the Registrar of Companies upon incorporation. These documents can be extremely brief or very detailed, depends on the law in the particular jurisdiction and on the practices of the particular incorporation agent. These documents lay out all the general information about the company. Usually these documents describe the type of company, its address, operational objects, authorised capital, the procedure for appointing and dismissing directors and officers and their scope of competence and responsibility, the procedure of share allocation, how shareholder's meetings are called and the competence of such meetings and how it should be executed, the procedures of keeping accounts, liquidation and similar administrative matters that are characteristic to any corporate entity. The Memorandum and Articles of an offshore company are usually signed by a person called "Subscriber" or "Incorporator". The Subscriber is simply a person (or, more often, a dedicated company) closely associated with your offshore service provider. The Subscriber essentially incorporates the company for you and acts as the first shareholder on your behalf. Otherwise you would have to travel to the offshore jurisdiction and sign the documentation personally. The Subscriber usually subscribes for the legally acceptable minimum amount of shares in the company. After the organisation of the company, the initial Subscriber may remain registered on public file as the (nominee) shareholder, or the minimum amount of shares that he usually holds can be transferred to the actual client.
 Taxation.
An IBC is exempt from taxes provided it does not carry on business with persons resident in the BVI, own real estate in the BVI, or accept either banking deposits or contracts of insurance. Interest, dividends, rents royalties, and compensation paid by an IBC to persons who are not residents in the BVI are exempt from taxes. Also, capital gains realized by non-residents with respect to any shares are exempt. There is VAT tax.
- Shareholders.
A minimum of one shareholder is required and either registered or bearer shares may be issued. No details of the shareholders appear on the public file but a register of shareholders must be kept at the registered office address of the company. Coddan could provide nominee shareholders.
- Directors.
A minimum of one director is required. The director does not need to be a shareholder. In addition, corporate and non-resident directors are permitted. Details of the directors are not required to appear on the public file. Coddan could provide nominee directors.
An IBC is managed by a board of directors, which consists of one or more persons who can be either individuals or companies (S.42). The Articles determine the number of directors (S.44). None of the directors need be residents of the BVI. The first directors are elected by the subscriber(s) to the Memorandum; and thereafter are elected and removed either by the members or, if the Memorandum or Articles permit, by the other directors (S.43). A company may maintain a register setting forth the names and addresses of the directors and if so, a copy must be kept at the registered office (S.43.A1). The register need not be available for inspection by the public. However, the IBC may elect to register its register of directors with the Registrar, which then makes it available for public inspection (S.111.A1.b).
- When You Need A Nominee Director.
Nominee Directors are needed when you must maintain a certain level of anonymity when conducting transactions. Nominee Directors are appointed by the offshore company and are carried in the Register of Directors.
- What Nominee Directors Will Do For You.
Based on the Articles of Formation and resolutions of the Board, nominee directors can be authorized to sign specific contracts and agreements or can be given general authority to sign all contracts and agreements.
- Specific Actions Taken By The Nominee Director(s).
Prior to signing any documents, the nominee director must first read through the document to ascertain the specific risk attached to the document for the signatory. Because this service must be performed by professionals with some experience a charge is normally imposed for the inspection of such documents.
- Terminating Nominee Director Services.
When you appoint Nominee Director(s) you will receive a pre-executed resignation. When you are ready to terminate the services, you simply enter the date in the resignation and notify us.
- Reporting Requirements.
An IBC is not required to file any financial reports or tax returns in the BVI. In addition, the books and records may be maintained in any manner desired and in any part of the world.
- Restrictions On Name And Activity.
Names must end with one of the following words, or abbreviations thereof- Limited, Corporation, Incorporated, Societe Anonyme or Sociedad Anonima. The following words, and their associated activities, cannot be used: Assurance, Bank, Building Society, Chamber of Commerce, Chartered, Cooperative, Imperial, Insurance, Municipal, Royal and Trust. An IBC may not carry on business with persons resident in the BVI, nor own real estate in the referred jurisdiction, or provide registered offices for companies.
- Local Requirements.
The local company law requires that an IBC maintain a registered office address within BVI and must also appoint a BVI resident as registered agent.
- Secrecy.
There are no specific statutory provisions governing secrecy in relation to companies.
- Restrictions On Trading.
Cannot trade within the British Virgin Islands or own real estate there. Cannot undertake the business of banking, insurance, assurance, reinsurance, fund management, collective investment schemes, trust management, trusteeship, the rendering of investment advice or any other activity that would suggest an association with the banking or insurance industries. Cannot offer its shares for sale to the public.
- Restrictions On Trading.
Cannot trade within the British Virgin Islands or own real estate there. Cannot undertake the business of banking, insurance, assurance, reinsurance, fund management, collective investment schemes, trust management, trusteeship, the rendering of investment advice or any other activity that would suggest an association with the banking or insurance industries. Cannot offer its shares for sale to the public.
- Bearer Shares.
Permitted, but considerable changes are introduced by International Business Companies (Amendment) Act 2003: Bearer shares of new incorporated companies must be placed in the safekeeping of an Authorized or Recognized Custodian. Existing companies with bearer shares are required to deposit bearer shares with a Custodian or exchange bearer shares for registered shares and make amendments in the Memorandum and Articles of Association prohibiting of issuance of bearer shares by December 31, 2004. Government fee for companies with bearer shares US$1,200. In case of transfer of bearer shares an Authorized Custodian may deliver bearer share certificates to another Authorized or Recognized Custodian only. Coddan provides incorporation of BVI companies with authorized shares only. It allows protect our clients from any future inconveniences and costs increased.
Documents Download »
BVI Banks And Trust Companies Act, 1990 (112Kb RTF file)
BVI Companies Act (as amended) (511Kb RTF file)
BVI Company Management Act, 1990 (88Kb RTF file)
BVI International Business Companies Act, 1984 (298Kb RTF file)
BVI Mutual Funds Act, 1996 (100Kb RTF file)
The Partnership Act, 1996 (201Kb RTF file)
Income Tax Act (220Kb RTF file)
Trustee Ordinance (210Kb RTF file)
 
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BVI Important Note
UK Company With Bearer Shares
