The Versatility And Uses
Of A British Virgin Islands
Business Company
(The “BVIBC”)
Presentation Outline
•
Introduction: The British Virgin Islands
Overview of the BVI and the BVI Financial Services Sector
•
British Virgin Islands Business Companies
History, Main Features, Uses and Versatility in Corporate Structuring
•
BVIBC Case Studies
A look at 5 typical business structures using BVI corporate entities
Presentation Outline
•
Abacus: How Our Network Can Help
Overview of the services offered through Abacus Trust and Management Services Limited
and its network of affiliate companies.
•
Conclusion
•
Questions & Answers
Introduction
Overview of the BVI
•
•
•
•
•
•
British Overseas Territory
Population 25,000
GDP approximately US$ 1 Billion
Per Capita US$38,000
World’s pre-eminent corporate domicile - Over 700,000 companies
Primary company legislation – British Virgin Islands Business Companies Act,
2004 (the “BVIBC Act”)
Profile of BVI Licensed Financial and Fiduciary Service Providers & Practitioners
Banks
9
Fund Managers
/ Administrators 522
Trust Companies
209
Licenced
Insolvency
Practitioners 15
Law Firms 20
Accounting / Audit
Firms 10
Company
Management 20
Registered
Agents 110
Custodians
4
Insurers / Insurance
Managers 452
Figures extracted from Statistical Bulletins and
other information published by the British Virgin
Islands Financial Services Commission
Introduction
What Makes the BVI Attractive?
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
Democratic Internal self government
Economic and political stability
English Common Law legal system
Well established trust law jurisdiction
Leading international corporate domicile
US dollar currency
No exchange controls
Several major commercial banks (with full range of domestic and offshore services)
State-of-the-art telecommunications
User-friendly flexible legislation
Ready access to USA and Europe
Fully electronic commercial registry with 24 hour access
Low level of personal taxes
No capital, gains, inheritance, succession or gift taxes
Effective Regulation with without over-regulation
Competitive administrative costs
The BVI Business Company
Overview of the BVIBC Act
•
Came into force on January 1, 2005
•
Provisions of BVBC Act rooted in the principles of its predecessor, the repealed
International Business Companies Act, 1984
•
Conceptualized with the offshore investor in mind
The BVI Business Company
Why Change Old Regime? (IBC Act and Companies Act)
•
Demand for more flexible corporate vehicles
•
Address long-standing drafting issues to provide clarity and comprehensiveness to
certain provisions
•
Compliance with international initiatives and obligations
The BVI Business Company
Distinctive features of a BVIBC
• Wide range of corporate vehicles (7 types)
• No restrictions on objects/purpose
• Flexibility in choice of company name
• One director and shareholder minimum
• Non-resident and non-domiciled shareholders/directors
• Corporate directors/shareholders
• Reserve directors
• Alternative directors
• Codification of members rights and remedies (derivative action, etc.)
• Directors duties defined and codified
The BVI Business Company
Distinctive features of a BVIBC
• No concepts of authorised capital, capital and surplus
• Bearer shares
• Confidential records
• No annual filings
• Creditor-friendly regime for registration and ranking of charges
• Simple procedures for liquidation, continuation, mergers, amalgamations,
arrangements, strike off and restorations
• Electronic directors and shareholders meetings
The BVI Business Company
Distinctive features of a BVIBC
• No AGM requirements
• Financial assistance for the purchase of own shares
• Defined distribution rules - distributions forms include assets, debts, dividends
• No appointment of auditors
• No Tax – income, capital gains, dividends, withholding, estate, gift or stamp duty
The BVI Business Company
Versatility and Uses
•
Investment holding
•
Entertainment and professional services
•
Trading
•
Ship Management & Yacht Ownership
•
Property Investment
•
International e-commerce operations
•
Financing
•
Tax planning
•
Patent, royalty and copyright
holdings
•
Estate planning
BVIBC Case Study: Investment/Asset Holding Structure
Ownership Options
•Nominee Shareholder
•Trust
•Investor (Comp/Individual)
Offshore Investor
Benefits
•No Tax on Share Transfers
100%
•No Tax on Dividends
•No Capital Gains Tax
Distribution Options
•Loans
BVI Holding Company
•Dividends
•Payment of Expenses
100%
•No Withholding Tax
•Easy Transfer of Property
•Purchase of Assets
•Transfer of Indebtedness
•Capital appreciation on
Investments accumulated at
BVI level – Tax neutral
Jurisdiction
Offshore Asset/Investment
•Where permitted by M&A
can act in best interest of
parent company
Management Options
•BVI Corporate Directors
•Powers of Attorney
•Investor
(Company/Individual)
Uses
•Estate Planning
•Tax Planning
•Asset Holding
BVIBC Case Study: Property Investment / Development Structure
Ownership Options
Offshore Investor
•Nominee Shareholder
Management Options
100%
•Trust
BVI Holding Company/
Property Development Co.
•Mutual Fund
•Investor
•BVI Corporate Directors
•Powers of Attorney
•Investor
100%
BVI 1
BVI 2
BVI 3
BVI 4
Distribution Options
Uses
•Property Investment
•Property
Development
Offshore
Property
1
Offshore
Property
2
Offshore
Property
3
Offshore
Property
4
•Loans
•Dividends
•Redemptions
•Payment of Expenses
Benefits
•Tax efficient
•Ease of transfer of property after development complete
•Accumulation of profit in tax neutral jurisdiction
•Flexibility to develop different types of property and attract Investors to
each according to preference
•Each property held by separate legal entity so separate accounts
•Investor can partake at different levels (Holding Co/Mutual Fund
/Subsidary)
•Purchase of Assets
•Transfer of Indebtedness
BVIBC Case Study: Trading Structure I (Tangibles)
Uses
Ownership Options
•Nominee Shareholder
•Regional Sales/Trading Offshore
Offshore Investor
•Sale of Tangible Goods
•Financing on-Shore activities with
surplus from Offshore activities
•Trust
•Investor
100%
Benefits
Distribution Options
•Offshore Management of Offshore business
•Loans
•Offshore Billing, Accounts, Mail
•Accumulation of Profit in tax neutral
jurisdiction
•Dividends
•Payment of Expenses
BVI Company
•Can act in best interest of Parent Company if
permitted by M&A
•Purchase of Assets
•Transfer of Indebtedness
Supply Contract
Sales Contract
Offshore Customer
Management Options
•BVI Corporate Directors
Product
Distribution
•Powers of Attorney
•Investor
Offshore Supplier
BVIBC Case Study: Trading Structure II (Intangibles)
Ownership Options
•Nominee Shareholder
Offshore Investor
•Trust
•Investor
100%
Distribution Options
BVI Company
•Loans
•Dividends
Sales Contract/
Sublicence
Licence/Contract
•Payment of Expenses
•Purchase of Assets
•Transfer of
Indebtedness
Management Options
•BVI Corporate Directors
•Powers of Attorney
•Investor
IP Owner
Offshore
Customer/End user
Benefits
•Offshore Management of Offshore business (Billing, Accounts, Mailing,
Contract etc)
•Accumulation of Profit in tax neutral jurisdiction
•Can act in the best interest of parent company if permitted by M&A
Uses
•Sale or provision of Intangible Services Offshore (Marketing Services,
Sub-licensing of Intellectual Property)
BVIBC Case Study: Trust Structure
Ownership Structure
•Offshore Beneficiaries
(Beneficial Owner)
•BVI Trustee (Legal Owner)
Distribution Options
BVI Trust
100%
BVI Company
•Loans
Management Options
•BVI Corporate Directors
•Powers of Attorney
•Settlor
•Advancement
•Beneficiaries
•Maintenance
•Investor
•Distributions
Benefits
BVI
Investment/Asset/
Trading Structure
Uses
•Added layer of Confidentiality –
Trust Deeds not recorded
•Asset Protection (by transferring
control of assets to the Trustees)
•No taxes consequences
•Minimization or deferral of taxation
•Severance of ownership without
losing the benefits of ownership
•Estate Planning (e.g. holding property
for minors, ensuring that property
passes in succession and keeping
confidential provision of benefits to
persons after the settlor’s death)
•Profit accumulated at Trust level
Abacus: How Our Network Can Help
Lanx
Lancis
MWM Global Holdings
Group Limited
Advisory
Committee
Legal
Services
Abacus Trust &
Management Services
Limited
Trustee
Services
Business
Advisory
Consultancy
MWM
Real Estate
Group Limited
MWM
Corporate
Services Limited
Company
Management
Meade Malone
& Co.
Auditing
Int. Audit
Audit
Asst. Group
MWM
Services
Limited
MWM Financial
Services
Group Limited
Financial
Planning
Investment
Advisory
Insolvency
Payroll,
Recruitment &
Money Gram
Pension &
Investment Plan
Services
Abacus: How Our Network Can Help
Corporate Services:
• Company, Trust and Mutual Fund Incorporations
• Company and Trust Management Services
• Registered Agent and Office Services
• Corporate Directorship and Secretarial Services
• Nominee Shareholder Services
• Mail Forwarding
• Ship Registration
• Banking
Audit and Accounting Services:
• Audit
• Accounting
• Bookkeeping
• Invoicing
• Billing
• Management Consulting
Abacus: How Our Network Can Help
Legal
• Trust
• Mutual Funds
• Corporate & Commercial
• Real Estate
• Labour
• Telecommunications
• Notary Public
Thank You For
Your Attention!