BVI Company Memorandum of Association
The memorandum must include: the name of the company; the address
within the British Virgin Islands of the registered office of the
company; the name and address within the British Virgin Islands of
the registered agent of the company; the objects or purposes for
which the company is to be incorporated; the currency in which
shares in the company shall be issued; a statement of the authorised
capital of the company setting forth the aggregate of the par value
of all shares with par value that the company is authorised to issue
and the amount, if any, to be represented by shares without par
value that the company is authorised to issue. A statement of the
number of classes and series of shares, the number of shares of each
such class and series and the par value of shares with par value and
that shares may be without par value, if that is the case.
A statement of the designations, powers, preferences and rights, and
the qualifications, limitations or restrictions of each class and
series of shares that the company is authorised to issue, unless the
directors are to be authorised to fix any such designations, powers,
preferences, rights, qualifications, limitations and restrictions
and in that case, an express grant of such authority as may be
desired to grant to the directors to fix by a resolution any such
designations, powers, preferences, rights, qualifications,
limitations and restrictions that have not been fixed by the
memorandum. A statement of the number of shares to be issued as
registered shares and the number of shares to be issued as shares
issued to bearer, unless the directors are authorised to determine
at their discretion whether shares are to be issued as registered
shares or to bearer, and in that case an express grant of such
authority as may be desired must be given to empower the directors
to issue shares as registered shares or to bearer as they may
determine by resolution of directors. Whether registered shares may
be exchanged for shares issued to bearer and whether shares issued
to bearer may be exchanged for registered shares.
The memorandum must be subscribed by the registered agent named in
the memorandum in the presence of another person who must sign his
name as a witness. The memorandum, when registered, binds the
company and its members from time to time to the same extent as if
each member had subscribed his name and affixed his seal thereto and
as if there were contained in the memorandum, on the part of
himself, his heirs, executors and administrators, a covenant to
observe the provisions of the memorandum, subject to IBC Act.
BVI Company Articles of Association
The memorandum, when submitted for registration, must be accompanied
by articles prescribing regulations for the company. The articles
must be subscribed by the registered agent named in the memorandum
in the presence of another person who must sign his name as a
witness.
The articles, when registered, bind the company and its members from
time to time to the same extent as if each member had subscribed his
name and affixed his seal thereto and as if there were contained in
the articles, on the part of himself, his heirs, executors and
administrators, a covenant to observe the provisions of the
articles, subject to IBC Act.
BVI Company Registration
The Registrar shall not register the memorandum or the articles
delivered to him unless he is satisfied that all requirements of IBC
Act in respect of registration have been complied with and a
solicitor engaged in the formation of the company; or the registered
agent named in the memorandum of the company to be the registered
agent, certifies in writing that the requirements of IBC Act in
respect of registration have been complied with and the written
certification delivered to the Registrar is sufficient evidence of
compliance.
The Registrar shall retain and register the memorandum and articles
submitted to him in a Register to be maintained by him to be known
as the Register of International Business Companies. Upon the
registration of the memorandum and the articles, the Registrar shall
issue a certificate of incorporation under his hand and seal
certifying that the company is incorporated.
Certificate of Incorporation
Upon the issue by the Registrar of a certificate of incorporation of
a company, the company is, from the date shown on the certificate of
incorporation, a body corporate under the name contained in the
memorandum with the full capacity of an individual who is sui juris.
A certificate of incorporation of a company incorporated under IBC
Act issued by the Registrar is prima facie evidence of compliance
with all requirements of IBC Act in respect of incorporation.
Download a BVI Incorporation Guideline Notes now
Incorporation and Optional Services
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
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