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