GOVERNING LAW

• The BVI Business Companies Act 2004, as amended in 2005 and 2006 (“BVI BC Act”).

BUSINESS TRANSACTIONS

• BCs may engage in any lawful business in any country and may carry on transactions in any currencies they choose.
• Any business activity or transaction carried out by a BC outside the British Virgin Islands is fully exempt from taxation.

COMPANY NAME

• The name of a BC may comprise the expression “BVI Company Number” followed by its company number in figures and the ending required.
• A BC may have an additional foreign character name approved by the Registrar.

OBJECTS

• There is no requirement to specify the purposes of the BC in the Memorandum and Articles of Association.

SHARES

• There is no authorised capital or authorised share capital in the BC.
• An unlimited number of shares is acceptable.
• The par value of shares is not required.
• Bearer shares are not allowed.

DIRECTORS / OFFICERS (SECRETARY) AND SHAREHOLDERS

• Shareholders, directors and/or officers can be either corporate entities or natural persons.
• Initial or ongoing changes in directors and/or officers need to be updated on the Register of Director(s) and Officer(s), of which a copy must be kept at the Registered Office.
• First directors must be appointed within 6 months of the incorporation date.
• The directors may grant special or general powers of attorney.
• Companies are allowed to have a sole director.
• Where a BC has only one member who is an individual and that member is also the sole director, such sole member/director may appoint a reserve director to act in his place in the event of his death.
• The acceptance and resignation of director(s) is mandatory.
• Neither the directors nor the officers need be shareholders.
• Shareholders, directors and officers may be of any nationality and may be residents of any country.
• Shareholders and directors may hold their meetings in any country and may attend such meetings by proxy or by any electronic means (phone, fax, etc).

ANNUAL FILING

• Requirement to maintain financial statements to reflect their financial position but are not required to file accounts with the authorities. No requirement to file annual returns or financial statements; no requirement to hold annual general meetings of shareholders or directors.