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BVI Company Registration

Ⅰ、 Introduction of BVI:
Geography: British Virgin Islands, located in the Caribbean, about 80 km far from east of Puerto Rico. British Virgin Islands are British territories, gaining the autonomy in 1967, is one of the members of the Commonwealth. Since the introduction of international business company law in 1984, British Virgin Islands, the local offshore financial services industry rise rapidly, now BVI has becomes the most popular place to register offshore companies in the world. Over the past decade, more than 600,000 companies have registered in BVI.
Ⅱ、 Advantages of registered a BVI company:
·  1. BVI companies do not have to pay any local tax, neither auditor's report, just information to be retained to reflect the economic situation;
·  2. Registered capital does not need to be put into place, and bank account can be opened all over the world;
·  3. Company secretary is not needed;
·  4. Chinese company name may be added;
·  5. Government protects the interests of shareholders, as the beneficiaries do not need to announce, the privacy of enterprises is protected, and information of director is confidential;
·  6. Companies do not have to submit any returns or financial statements to the local government.
Ⅲ、 The necessities of establish a BVI company：
·  1. Name of company
According to《International Company Laws》, general regulation is:
·  1-1）Companies can use any language, the last word of company name must be "Limited", "Corporation", "Incorporated", "Societies Anonyme", "Sociedad Anonima" or the abbreviation "Ltd.", "Corp.", " Inc. "," SA "
·  1-2） The following words can not be used unless receiving the permission of the Registrar;

1-3) The names of can not be used under the following circumstances:
1-3-1) the same name with the existence of the company;
1-3-2) implied the asylum of Queen;
1-3-3) the same name with members of the royal family;
1-3-4) related to the Queen's government departments;
1-3-5) related to the local government of the autonomous regions;
1-3-6) the names canonized by the royal family associations and entities of the name.
·  2. Shareholders (at least one, any nationalities)
·  3. Director (at least one)
·  4. Registered agent (all companies must appoint a registered agent)
·  5. Registered address（Must be in BVI）
·  6. Standard Registered capital is USD50，000(does not need to be put into place)
Ⅳ、 Customers should provide the following materials:
·  1. Name of company:
·  2. Copy of ID of shareholders and directors
·  3. Registered capital（standard registered capital is USD50，000）
·  4. Share proportion of each shareholder
·  5. The address and contact number of shareholders and directors
Ⅴ、BVIThe whole legal materials after registration
·  1. Certificate of Incorporation
·  2. Memorandum of Association
·  3. Articles of Association
·  4. Stamps, Steel seal
·  5. Share certificate
·  6. Minutes book
·  7. Dignified box
Ⅵ、 Registration guide:
·  1） What is international business company: Since the introduction of international business company law in 1984, BVI has becomes the most popular place to register offshore companies in the world. "International Business Companies Act" has stipulated:
·  International business company is an offshore company, if registered in the BVI, it can not:
·  （a） carry on business with persons resident in BVI ;
·  （b） own an interest in real property situate in the British Virgin Islands, (lease property as a liaison with the shareholders of the company or the preservation of documents and bookkeeping offices do not belong to this case);
·  （c） carry on banking or trust business, unless it is licensed under the Banks and Trust companies Act, 1990;
·  （d） carry on business as an insurance or reinsurance company company, insurance agent or insurance broker, unless it is licensed under an enactment authorizing it to carry on that business;
·  （e） carry on business of company management unless it is licensed under the Company Management Act, 2005;
·  （f） carry on business of providing the Registered Office or Registered agent for companies incorporated in BVI.

The (e) above is referred to the Company Management Law of 2005 which is only applied in management activities in BVI.
It is necessary to insert in the Memorandum of Association an express statement that the companies may not carry on the activities set out above.

• 2） • Attractive Features of International Business Company:

●Totally keep secrete .
●No requirement to open the beneficiaries.
●No requirement to file annual returns/ financial statements.
●No requirement to holding annual general meetings of shareholders or directors.
●Full exemption from taxation on any business activity or transaction carried on outside BVI.
●Speedy incorporation procedures/ simple ongoing administration.
●Reasonable formation and maintenance costs and fees.
●Keep commercial confidentiality
●No minimum or maximum capital requirements.
●IBC’s may issue shares in any one or more currencies.
●IBC’s may engaged in any lawful business in any country and may carry on transactions in whatever currencies they choose.
●Nominative or Bearer shares, at owner’s option.
●stock mortgage.
●IBC’s need not have more than one director.
●The shareholders, directors, and officers may be of any nationality and may be residents of any country.
●Neither the directors nor the officers need be shareholders.
●Directors and/or officers can be either corporate entities or natural persons.
●There is no requirement to register initial or ongoing changes in the directors and/or officers.
●Shareholders and/or directors may hold their meetings in any country and they may attend such meetings by proxy.
●The accounting books of the company may be kept at the registered office of the company or abroad.
●The word “Limited” may be used in an IBC’s name.
●Familiarity of incorporation documents (Memorandum & Articles of Association, Certificate of Incorporation) because BVI is a British jurisdiction).
●Use of “Apostille” should documentation need to be legalized.
●Incorporation documents may be drafted in Spanish or any other language together with a translation into Chinese.

• 3） The Registered Office and Registered Agent:

The IBC Act requires that every IBC have at all times a Registered Office in the BVI, being such Registered Office and office maintained by the company or its Registered Agent. The IBC Act also requires that the subscriber of the Memorandum of Association be the Registered Agent named in such Memorandum. No person shall be a Registered Agent unless he has been licenses as a Registered Agent under the Company Management Act or under the Bank and Trust Companies Act:

• 4） Seal :

Company Seal is mandatory under the Act and an imprint of same must be kept at the registered Office of the Company. The Company Seal must be affixed pursuant to Registration 3 and 79 of our standard Articles of Association.

• 5） Foreign companies redomiciling problem of British Virgin Islands:

The following is proceedings of the general data and / or the files needed of foreign companies to move in the British Virgin Islands according to International Business Companies Act, as long as in accordance with the Companies Act (section 285) registered the company or in the British Virgin Islands registered outside (foreign companies) in the British Virgin Islands continues to exist.
A. The articles of continuing to exist
Companies must recognize the " the articles of continuing to exist," the file, and file The articles of continuing to exist by the majority of directors. Director may deal with the documents and preparation.
The simple way of foreign company redomiciling in the Republic of British Virgin Island is totally adopt the standard memorandum and articles of association, including:

• 1.Company name and the continuing one.
• 2.Company registered address.
• 3.Company Registered Date.
• 4.The registered address in British Virgin Islands ( we will provide) .
• 5.Registered agent name and address in British Virgin Islands ( we will provide).
• 6.The purpose of company.
• 7.Currency distribution of the stock.
• 8. The distribution of authorized capital should equal to the total authorized capital and non-value shares equivalent to the total number of authorized capital.
• 9.The number of classes of shares and name of series, each series of shares and the number of levels, and the par value or the number of nominal value .
• 10.Authorized the distribution of each class and series of shares in the name of authority, priority and preferential rights, qualifications, limitations or restrictions,

Unless the director is authorized to determine such name, authority, priority and preferential rights, qualifications, limitations or restrictions, in the latter case, the registered constitution or Memorandum and Articles of Association require the company issued a written power of attorney that has not been granted to directors decided the name, authority, priority and preferential rights, qualifications, limits and restrictions on the right to decide.
·  11.Registered the number of the distribution of shares and bearers .
·  12.Registered shares and bearer shares can exchange.
·  13.If three are anonymous shares, the notice for the shareholders (members) shall be send to shareholders in any ways
B. Supplement files
The following documents are writing in Chinese, if it were not in Chinese, you must have to the translation document translated by person with qualification.

• a) The company registry issue the credit standing certificate
• b) The duplicated copy of the memorandum and articles of association or the related files and registration certificate.
• c) Revised Memorandum and Articles of the company or the corresponding file.
• d) • The decision of registering company in British Virgin Islands is made by directors or shareholders of the company (it depends on the situation). If you entrust our company, we will hold a meeting and make a resolution and prepare for the existence of the statute.

C. The certificate of continuing existence
Foreign company keeps all necessary files in the registry of the Republic of Seychelles, and then received the certificate .
D. The effectiveness of redomiciling
According to the Company Act, the mainly effectiveness are:

• a)• The existence of a certificate issued by the company can continue to exist, and may exercise any power of the Company Law provisions.
• b)• Company is to continue to use the articles of continuing to exist, as contained in the name of the British Virgin Islands companies.
• c)• Due to the terms of the existence, revised Companies Registry terms or memorandum and Articles of the company (or similar file) is the company’s new Memorandum and Articles of Association;
• d)Company's property vested in the same.
• e)• The company will continue to enjoy their rights and obligations of the debt;
• f)Check out the existence of the certificate, the company paid to send all but the shares as shares of their own faction. Made in the stock but paid, the holders of shares were paid to shareholders.
• g) • Original company registry laws and the British Virgin Islands

Certificate of Good Standing：
If the registrar is satisfied that the name of the company is on the Register we and that the company has paid all fees, license fees and penalties due and payable, the registrar shall, upon request by any person, issue a Certificate of Good Standing under his hand and seal certifying incorporated under the Act is in good standing:
a）The company has submitted to the Registrar articles of merger or consolidation that have not yet become effective.
b） The company has submitted to the Registrar articles of arrangement that have not yet become effective.
c） The company is in the process of being wound up and dissolved; or
d） Any proceedings to strike the name of company of the registrar have been instituted.

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