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| This guideline contains only a summary
of some of the relevant provisions of the International
Business Companies Act (CAP. 291). It is not intended
as a substitute for reading of the Company's Memorandum
and Articles of Association and the Ordinance, nor is
it intended as a substitute for professional advice. |
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| 1. YOUR COMPANY KIT AND MAINTENANCE OF
CORPORATE RECORDS |
| 1.1
Memorandum and Articles of Association (¡°M&A¡±) |
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With this kit are two original
copies of the M & A stamped by the BVI Registrar and
six unstamped copies. Further copies are retained by the
Registered Agent and the Registrar in the BVI. Any amendments
to the M & A may be made by resolution of the director(s)
or shareholder(s) in accordance with M&A and must
be filed with the Registrar in the BVI. Amendments are
NOT effective until so filed. GIC will be pleased to assist
with your amendments and attending to filing. |
| 1.2
Minutes and Financial Records |
An IBC is required to keep
minutes of all meetings of directors, members, committees
of directors, committees of officers and committees of
members and all resolutions passed by way of written consent.
An IBC must also keep such accounts and records as the
directors consider necessary or desirable to reflect the
financial position of the company. The books, records
and minutes of the company must be kept at the registered
office of the company in the BVI or at such other place
as the directors determine.
Any member of an IBC may request to inspect these records.
In the event of the directors refusing to allow such inspection,
a member has the right to apply to court for an order
to allow the inspection.
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| 1.3
Share Certificates |
| Share certificates are provided
with each company kit. Every member is entitled to a share
certificate which must be signed by (i) two directors
or (ii) two officers or (iii) one director and one officer
or (iv) issued under the common seal of the company, with
or without the signature of any director or officer. We
recommend that all certificates be sealed and signed by
a director or officer. |
| 1.4
Bearer Shares |
New Amendment to the IBC Act
(CAP. 291) restricting the mobility of bearer shares was
enacted in April 2003. According to the Amendment, bearer
shares must be held under the custody of either an ¡°Authorized
Custodian¡± or a ¡°Recognised Custodian¡± (a person approved
by or recognized by the BVI Financial Services Commission
under the Financial Services Commission Act, 2001). The
Authorized Custodian or Recognised Custodian will hold
the following information in respect of the bearer shares
deposited with it:
| a). |
The full name of the
beneficial owner of the shares; and |
| b). |
The full name of any other person having an interest
in the share, whether by virtue of a charge or otherwise
or a statement that no other person has any interest
in the shares. |
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| 1.5
Company Seal |
| An IBC is required to have
a common seal and an imprint thereof must be kept at the
registered office of the company in the BVI. GIC provides
seals for all companies which it has incorporated and
has delivered the required imprint to BVI. |
| 1.6
Register of Members |
| A Register of Members is contained
in each company kit which is prima facie evidence of any
details required by the IBC Act to be contained in the
Register. The original or a copy of the Register of Members
must be kept at the registered office in the BVI and is
subject to confidentiality safeguards. Often it is advisable
to keep the original there for estate duty or stamp duty
reasons. Any share transfers or issues of additional shares
must be filed with BVI. GIC will be pleased to assit with
preparation and filing of relevant documents regarding
transfer or issurance of new shares. |
| 1.7
Register of Directors |
| An original or a copy of the Register of
Directors must be kept at the registered office in the
BVI and is jubject to confidentiality safeguards. Any
appointments or resignations of directors must be filed
with BVI. GIC will be pleased to assit with preparation
and filing of relevant documents regarding appointment
or resignation of directors. |
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| 2.REGISTERED OFFICE AND AGENT - SERVICES
FROM THE BVI |
| 2.1
Registered Office and Agent |
All IBC's must have a Registered
Agent and a Registered Office in the BVI. The Registered
Agent for all companies incorporated by GIC is S-HR&M
Financial Services Limited and the Registered Office is
at Kingston Chambers, P.O. Box 173, Road Town, Tortola,
British Virgin Islands. Local services in the BVI are
provided through the offices of S-HR&M Financial Services
Limited with whom GIC has an agency agreement.
S-HR&M Financial Services Limited is affiliated to
the leading BVI law practice of Smith-Hughes, Raworth
& McKenzie and they are able to provide a full range
of corporate and legal services from the BVI. GIC will
be pleased to introduce clients to S-HR&M Financial
Services Limited or Smith-Hughes, Raworth & McKenzie
for services from the BVI. |
| 2.2
Authentication or Attestation of Documents |
| Any document requiring authentication
or attestation by an IBC may be signed by a director,
a secretary or by an authorised officer or agent of the
company. The Registered Agent may verify the signature
of any director authenticating or attesting any document
on behalf of the company. The company will be bound by
any document so verified by the Registered Agent. |
| 2.3
Records held at the Registered Office |
The Registered Office should, as a minimum,
retain for every IBC a copy of its Certificate of Incorporation,
a copy of the M&A, any amendments thereto, an imprint
of the common seal and the original or copy of the Register
of Members and Directors.
Even if a company determines to maintain its corporate
records outside the BVI, it must deliver a copy of the
Register of Members and Directors and any subsequent changes
to the Registered Office. Please ensure this is done either
direct to the Registered Office or through GIC.
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| 3.THE BVI REGISTRY OF INTERNATIONAL BUSINESS
COMPANIES |
| 3.1
Company Documents held |
| The BVI Registry retains only
a copy of an IBC's Certificate of Incorporation, its Memorandum
and Articles of Association and any amendments thereto.
The Registry will provide certified copies of above mentioned
documents as may be required and searches of the above
mentioned company files may be made at the Registry. |
| 3.2
Optional registration of Registers and Charges |
| New amendments to the IBC
Act (CAP. 291) became effective in June 1991 and provide
for optional registration with the Registrar of the Registers
of Directors, Members and Charges. Copies of the documents
creating charges may also be registered with the Registrar.
These registrations are entirely at the discretion of
the company. Documents registered at the company's option
become public records and may be searched at the Registry.
GIC will be pleased to arrange lawyer¡¯s confirmations
of documents lodged and search reports. |
| 3.3
Certificates of Good Standing and Certificate of Incumbency |
| Certificates of Good Standing
of an IBC company can be obtained upon application to
the Registrar of Companies and Certificatea of Incumbency
can be obtained from the Registered Agent. GIC will be
pleased to make applications on behalf of clients. |
| 3.4
Annual Government Licence Fees and Registered Office/Agent
Fees |
Certificates of Good Standing
and Certificate of Incumbency of an IBC company can be
obtained upon application to the Registrar of Companies.
GIC will be pleased to make applications on behalf of
clients.
| Every IBC must pay annual
government licence fees as follows: |
Amount |
| Companies with authorised capital
of USD50,000 or less |
US$300 |
| Companies with authorised capital of USD50,000
or less and having shares of no par value |
US$350 |
| Companies with authorised capital
greater than $50,000 |
US$1,000 |
| Companies with M&A allows to
issue bearer shares |
US$1,000 |
Annual Registered Office and Agent fee is US$350. |
| 3.5
Annual Government Licence Fee and Registered Office/Agent
Fee (¡°BVI Annual Fees¡±) Due Dates |
BVI Annual Fees are payable
each year following the year of incorporation. If a company
was incorporated in the first half of the year, the fees
are due by May 31; If a company was incorporated in the
second half of the year, the fees are due by November
30.
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| PAYMENT
OF ANNUAL FEES |
GIC will send invoice by registered
mail to the address it has on record covering BVI Annual
Fees each year on 1st of March or 1st of September detailing
the due dates and payment instructions. Please notify
GIC of any changes in correspondence address, telephone
or fax numbers, names of contact persons for this purpose.
A 10% government penalty applies on payments up to two
months late. A 50% penalty applies on payments made between
the third and sixth month after their due date. A company
is struck off by the Registrar if the licence fee is not
paid by the sixth month after its due date.
A company that is struck off may not legally carry on
any business or in any way deal with the assets of the
company. The fact that the company is struck off dose
not provent the company from incurring liablilities or
any criditor from making a claim against the company.
A company that is struck off may apply to be restored
to the Registra upon payment of specified government fees.
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For incorporation, information or assistance,
contact
Global Incorporation Centre Limited
Unit A, 62 Floor, Bank of China Tower, 1 Garden Road,
Hongkong
Tel: 852 3107 0682 £¬ Fax: 852 3107 0683£¬ Email: info@gicentre.com |
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