BRITISH VIRGIN ISLANDS (BVI) COMPANY
INTERNAL MANAGEMENT
Management by Directors
Subject to any limitations or provisions to the contrary in its memorandum
or articles of association, the business and affairs of a company
incorporated under IBC Act shall be managed by a board of directors
that consists of one or more persons who shall be individuals or companies.
Election, Term and Removal of Directors
The first directors of a company incorporated under IBC Act shall
be elected by the subscribers to the memorandum; and thereafter,
the directors shall be elected by the members for such term as the
members may determine, and where permitted by the memorandum or
articles of a company incorporated under IBC Act, the directors
may also elect directors for such term as the directors may determine.
Each director holds office until his successor takes office or until
his earlier death, resignation or removal. Subject to any limitations
or provisions to the contrary in its memorandum or articles a director
may be removed from office by a resolution of members or by a resolution
of directors; and a director may resign his office by giving written
notice of his resignation to the company and the resignation has
effect from the date the notice is received by the company or from
such later date as may be specified in the notice. Subject to any
limitations or provisions to the contrary in its memorandum or articles,
a vacancy in the board of directors may be filled by a resolution
of members or of a majority of the remaining directors.
Optional Register of Directors
A company incorporated under IBC Act may keep a register to be known
as a Register of Directors containing the names and addresses of
the persons who are directors of the company; the date on which
each person whose name is entered in the register was appointed
as a director of the company; and the date on which each person
named as a director ceased to be a director of the company. The
register of directors may be in such form as the directors 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.
A copy of the register of directors, commencing from the date of
the registration of the company, shall be kept at the registered
office of the company. The register of directors is prima facie
evidence of any matters directed or authorised by IBC Act to be
contained therein.
Number of Directors
The number of directors shall be fixed by the articles of association
and, subject to any limitations or provisions to the contrary in
its memorandum or articles, the articles may be amended to change
the number of directors.
Powers of Directors
The directors have all the powers of the company that are not reserved
to the members under IBC Act or in the memorandum or articles.
Emoluments of Directors
Subject to any limitations or provisions to the contrary in its
memorandum or articles, the directors may, by a resolution of directors,
fix the emoluments of directors in respect of services to be rendered
in any capacity to the company.
Committees of Directors
The directors may, by a resolution of directors, designate one or
more committees, each consisting of one or more directors. Subject
to any limitations or provisions to the contrary in its memorandum
or articles, each committee has such powers and authority of the
directors, including the power and authority to affix the common
seal of the company, as are set forth in the resolution of directors
establishing the committee, except that no committee has any power
or authority with respect to the matters requiring a resolution
of directors.
Alternates for Directors
Subject to any limitations or provisions to the contrary in its
memorandum or articles, a director may by a written instrument appoint
an alternate who need not be a director. An alternate for a director
appointed is entitled to attend meetings in the absence of the director
who appointed him and to vote or consent in the place of the director.
Officers and Agents
The directors may, by a resolution of directors, appoint any person,
including a person who is a director, to be an officer or agent
of the company. Subject to any limitations or provisions to the
contrary in its memorandum or articles, each officer or agent has
such powers and authority of the directors, including the power
and authority to affix the common seal of the company, as are set
forth in the articles or in the resolution of directors appointing
the officer or agent, except that no officer or agent has any power
or authority with respect to the matters requiring a resolution
of directors under IBC Act. The resolution of directors appointing
any person to be an agent of the company may authorise the agent
to appoint one or more substitutes or delegates to exercise some
or all of the powers conferred on the agent by the company.
Standard of Care
Every director, officer, agent and liquidator of a company incorporated
under IBC Act, in performing his functions, shall act honestly and
in good faith with a view to the best interests of the company and
exercise the care, diligence and skill that a reasonably prudent
person would exercise in comparable circumstances.
No provision in the memorandum or articles of a company incorporated
under IBC Act or in any agreement entered into by the company relieves
a director, officer, agent or liquidator of the company from the
duty to act in accordance with the memorandum or articles or from
any personal liability arising from his management of the business
and affairs of the company.
Books, Records and Common Seal
A company incorporated under IBC Act shall keep such accounts and
records as the directors consider necessary or desirable in order
to reflect the financial position of the company. A company incorporated
under IBC Act shall keep minutes of all meetings of directors, members,
committees of directors, committees of officers, and committees
of members, and copies of all resolutions consented to by directors,
members, committees of directors, committees of officers, and committees
of members. The books, records and minutes required by this section
shall be kept at the registered office of the company or at such
other place as the directors determine. A company incorporated under
IBC Act shall have a common seal and an imprint thereof shall be
kept at the registered office of the company. A company that wilfully
contravenes this section is liable to a penalty of US$25.00 for
each day or part thereof during which the contravention continues,
and a director, who knowingly permits the contravention is liable
to a like penalty.
Inspection of Books and Records
A member of a company incorporated under IBC Act may, in person
or by attorney and in furtherance of a proper purpose, request in
writing specifying the purpose to inspect during normal business
hours the share register of the company or the books, records, minutes
and consents kept by the company and to make copies or extracts
therefrom. If a request is submitted by an attorney for a member,
the request must be accompanied by a power of attorney authorising
the attorney to act for the member. If the company, by a resolution
of directors, determines that it is not in the best interest of
the company or of any other member of the company to comply with
a request, the company may refuse the request.
Upon refusal by the company of a request, the member may before
the expiration of a period of 90 days of his receiving notice of
the refusal, apply to the court for an order to allow the inspection.
Power of Attorney
A company incorporated under IBC Act may, by an instrument in writing,
whether or not under its common seal, authorise a person, either
generally or in respect of any specified matters, as its agent to
act on behalf of the company and to execute contracts, agreements,
deeds and other instruments on behalf of the company. A contract,
agreement, deed or other instrument executed on behalf of the company
by an agent appointed, whether or not under his seal, is binding
on the company and has the same effect as if it were under the common
seal of the company.
Under the IBC Act Provides the Following Benefits and Features
IBC companies are exempt from all BVI taxes and stamp duty (save
for registration and annual license/franchise fees) even though
the administration of an IBC may be from within the BVI. There are
no minimum issued share capital requirements. An IBC is required
to have a registered agent and office in the BVI. In most cases,
nominee directors will also be employed to allow anonymity to be
maintained when dealing with third parties. However, like most other
jurisdictions in the Caribbean no details are maintained on public
record. Both registered and bearer shares can be issued (and converted
from one to another) and a company may acquire and hold its own
shares.
Only one director is required. A company may serve as director.
There are no nationality requirements for either directors or shareholders,
only one shareholder is required. The books and records of a company
may be maintained anywhere. Directors have power to protect the
assets of the company by transferring them to trustees, another
company or other legal entities for the benefit of the IBC, its
beneficial owner(s) and/or creditors).
Registered agents are authorized to verify and authenticate the
signatures of all company directors and officers including those
of the agents concerned.
The IBC Ordinance allows a company incorporated outside of the BVI
to be re-domiciled in the BVI under the 'continuation' features
of this Ordinance. The name of the corporation may be in any language.
It must contain the word(s) Limited, Corporation, Incorporated,
Sociedad Anonima, Societe Anonyme, an equivalent, or an abbreviation
thereto. No-accounts or annual summaries have to be filed with the
Government, with the exception of the annual fee form to be completed
and filed by the registered agent in the BVI.
Download a BVI Incorporation Guideline Notes now
Incorporation Other Services (Optional)
Incorporation and first year maintenance: USD875
Provision of nominee director: USD350 each/per year
Provision of shareholder: USD250 each/per year
Provision of Post Office Box facility: USD450 per annum
Forwarding of each batch of mail: USD60
Certificate of Good Standing: USD150
Certificate of Incumbency: USD150
Opening of corporate bank account
in Hong Kong: USD400
See also:
Features of British Virgin Islands Business Company
British Virgin Islands Business Company Maintenance Guidelines
British Virgin Islands Business Company Internal Management Notes
British Virgin Islands Business Company Share Capital
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