Nominee director
A director of record under an indemnity agreement. The nominee will not sign into activities outside the declared business, and will resign rather than be directed into them.
Eleven things, all of them in the price quoted at checkout, and none of them billed again later. Below that: what you receive, what we arrange for the year, and the full schedule of charges.
Ten documents, returned by email once the Registry has issued. Anything beyond these depends on the services you order.
Certificate of Incorporation
Confirms that the company exists and the date it came into being.
Memorandum of Association
How the company was formed: its name, its capital and the framework it was incorporated under.
Articles of Association
The rules for running it: meetings, decisions, the powers of directors, and how shares are dealt with.
Register of Directors
Every serving director and the date each was appointed. Also filed with the Registry.
Register of Shareholders
Each holder, the number and class of shares held, and the date of entry.
Register of Beneficial Owners
The natural persons behind the company, with the extent of each interest. Not published, but filed and available to competent authorities.
Resolution appointing the first directors
The instrument putting the first board in place, the company’s first act as a legal person.
Written resolution of the directors on incorporation
What that board approved: the allotment of shares, the adoption of the registers, the opening arrangements.
Share certificate
Issued to each holder as evidence of the shares allotted.
Consent letter of the director
Each director’s written consent to act. Without it the appointment is not properly made.
Not forming a company? A company search or a Certificate of Good Standing can be ordered for any BVI company, by anyone, whether or not we act for it: order one here.
Every BVI company must at all times have a registered agent and a registered office in the Territory. This is not optional and not a formality: the agent is the point through which the Registry, the Financial Investigation Agency and the tax authority reach the company.
We arrange both for you with a licensed BVI registered agent, and we remain the single point you deal with. Through that arrangement the statutory registers are held, service of process is received, the company’s standing is maintained, and what must be filed is filed. The fee is annual and falls due on the anniversary of incorporation.
If the annual fee goes unpaid, the Registry strikes the company off. A struck-off company cannot trade, defend a claim, or deal with its assets, and restoration costs several times the fee that was missed.
A nominee director or shareholder holds the office or the shares on your behalf under a written indemnity. The rate depends on what the company actually does, which is why it is quoted rather than listed.
A director of record under an indemnity agreement. The nominee will not sign into activities outside the declared business, and will resign rather than be directed into them.
Shares held on trust for you under a declaration of trust. The beneficial owner is still filed with the Registry, because a nominee changes who appears on the register, not who is disclosed.
Nominee arrangements do not conceal beneficial ownership from the Registry, from your bank, or from a court. Anyone selling them on that basis is selling you a problem.
We prepare and make the filings. The underlying facts have to come from you.
Economic substance
Every company declares whether it carries on a relevant activity and, if so, whether it is directed and managed in the Territory with adequate people, premises and expenditure. The declaration follows the financial period you set at incorporation.
Annual return
A financial position statement is delivered to the registered agent within nine months of the financial year end. It is not filed with the Registry and not published, but failing to deliver it is a penalty offence.
Records and registers
Accounting records must be kept for five years and their location notified to the registered agent through us. Changes of director, member or beneficial owner must reach us promptly, because the deadlines are short and the penalties are per-day.
All amounts are United States dollars (USD), the currency of the Territory. Government fees are set by the Registry; professional fees are ours.
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Statutory amounts are set by the BVI Government and reproduced from the application form: US$550 to incorporate, and US$1,350 above 50,000 authorised shares.
Our rate amounts are our own published fees. They are confirmed in writing on your order before you pay, and nothing is charged that is not itemised there.
What the engagement covers, what it does not, and where the boundary sits.
No. Every BVI company must have a licensed registered agent and a registered office in the Territory, and we arrange both for you with a licensed agent, included in the formation fee for the first year and in the renewal thereafter. You deal with us throughout; we are the single point of contact on the file.
Anything chosen at step two: an apostilled set, a certificate of good standing, certified copies, a company seal, courier, name reservation, and nominee arrangements. Each is listed with its fee before you pay.
From year two, renewal and the annual filings are separate. See annual renewal.
Electronically, by email, once the Registry has issued: the ten documents of the incorporation package. Originals and apostilled sets are couriered, and are ordered separately because not everyone needs them. See the package.
Yes, under a written indemnity or a declaration of trust. The rate depends on what the company actually does, which is why it is quoted rather than listed.
A nominee changes who appears on the share register. It does not conceal beneficial ownership from the Registry, from your bank, or from a court. Anyone selling it on that basis is selling you a problem.
We do not open accounts, and we would be wary of anyone who guarantees one. Banks assess the business rather than the jurisdiction. We prepare the corporate documents a bank will ask for and tell you what to expect; budget weeks rather than days, and start early.
Every line in the schedule is labelled. Statutory amounts are set by the BVI Government and passed through at cost, neither marked up nor discounted. Our rate amounts are our own published fees.