Legislative Changes to The International Business Companies Act in the British Virgin Islands
The long-awaited clarification to the rules for bearer shares in IBCs created in the BVI has now been issued. Prior to these Amendments, there was great confusion as to whether or not bearer shares would still be permitted in the BVI, if transition rules would come into effect and when the effective dates would be.
1. As of January 1, 2005, all IBCs in the BVI must now maintain a Register of Directors at the registered office; this Register must be in place by 1/1/2006. Please note this is not filed at the Registry and this information at the registered office is not open for public inspection. The existing confidentiality of the identity of Directors is therefore maintained absent court order. First Director(s) of a company must also be appointed within 30 days.
2. For all companies formed before 1/1/05 which allow the issuance of bearer shares:
- annual license fees remain the same until 1/1/08 at which time an "anticipated" increase in fees of $50 will be instituted.
- After 1/1/2011, companies with M+A still permitting bearer shares will have the minimum annual license fee increase to $1,000 (from $350 and higher with larger stock structures) and the immobilization provisions (possession by authorized custodian) for bearer shares take effect.
- Filing of an Amendment prohibiting bearer shares and declaring that no bearer shares are in issue will insulate an IBC from these provisions.
3. For all companies formed after 1/1/05:
- bearer shares must be immobilized immediately upon issue and
- formation and annual license fees will be $1,000 (assuming authorized share capital does not exceed a total of USD $50.000.)
The net effect of these changes should enable the BVI to continue to be competitive with other tax-advantaged jurisdictions and continue its reign as sovereign of the offshore world.
For assistance in formation in the British Virgin Islands or any other jurisdiction, please call your Corporate Specialist at IBCF - 01.845.398.0900 or email us at
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