The British Virgin Islands (“BVI”) are located in the Caribbean approximately 60 miles east of Puerto
Rico.  The islands are a British Crown Colony that became self-governing in 1967. Under its constitution, the BVI are autonomous of the U.K., except with regards to its external affairs, defense and internal security. The legal system is based on English Common Law, and appeals from local courts are in some instances heard by the English Courts.

The islands were settled by the British in 1666, and have a population of approximately 15,000.  The main industry is tourism, and there is a long tradition of economic and political stability. In addition, the islands enjoy the advantage of a modern communications system.  Telephone, cable, telex, telecopier and courier services are all excellent, and the islands are easily accessible by air travel through San Juan, Puerto Rico.

English is the official language of the BVI, and the U.S. dollar is the official currency.  There are no
exchange controls or reporting requirements of any nature, and the islands offer many appealing tax and corporate benefits to non-residents who organize companies there.
 
A. OFF-SHORE COMPANIES IN THE BRITISH VIRGIN ISLANDS
 
The incorporation and operation of off-shore companies is governed by the BVI Business Companies Act 2004, which is a modern piece of legislation that contains some of the most attractive features of other taxhaven jurisdictions.



B. ADVANTAGES OF A BVI COMPANY

Some of the most advantageous provisions of a BVI company are:

• Companies are not subject to any income tax;

• Companies may carry out most business purposes (except accept banking deposits; accept  contracts of insurance or reinsurance; carry on business with persons resident in the British Virgin Islands; carry on trust business or own real property in the island.)

•  There is a minimum requirement of only one shareholder and one director;

•  Directors and shareholders may be natural persons or corporations and do not need to be residents of the British Virgin Islands;

•  Shares may be issued to bearer or in registered form; However, bearer shares will need to be deposited with an Authorized or Recognized Custodian in the BVI;

•  Board meetings can be held anywhere in the world and can be conducted by phone;

•  There is no minimum capital requirement, and shares may be issued with or without  par value;

•  The names of Directors, Officers and Shareholders do not have to be registered at the Registry of
Corporate Affairs;

•  Companies do not have to file annual reports or tax returns;

•  A company may, by resolution of its Board of Directors, transfer its domicile and "continue" as a
company incorporated under the laws of a jurisdiction outside the British Virgin Islands;

•  It is not necessary to hold Directors or shareholders meetings annually or at any other  particular
interval.


C. INCORPORATION OF A BVI COMPANY
 
The incorporation process is completed in approximately five days. We also have shelf companies readily available for immediate use by the client.


D. MANAGEMENT OF A BVI COMPANY
 
1. Directors and Officers. The business and affairs of a company are managed by a Board of Directors
consisting of at least one Director. Directors may be corporations or individuals and need not be residents of the British Virgin Islands.

The Registered Agent of the company will appoint the first Directors. Thereafter, Directors will be elected by the directors or the shareholders. However, vacancies which arise in the Board of Directors may be filled by the remaining Directors. The appointment of these Directors does not have to be filed with the Registrar of Corporate Affairs.

The Directors may elect Officers and appoint attorneys-in-fact to act on behalf of the company. The
appointment of Officers and attorneys-in-fact does not have to be registered in the British Virgin Islands.

The name of the company must include the word "Limited", "Corporation", "Incorporated", "Societé
Anonyme" or "Sociedad Anónima" or the abbreviation "Ltd.", "Corp.", "Inc." or "S.A.".

There is no need to hold annual Directors' meetings, and resolutions of directors may be adopted by
written consent or at a duly convened meeting of the Board.

2. Shareholders. Shares must be fully paid when issued, and may be issued for money, services or
property. The name of the shareholder must be entered in the share registry, but the identity of the
shareholder is not a matter of public record. Shares may be held by nominees acting on behalf of the
actual owners. Shareholders' meetings shall be convened upon the written request of shareholders
representing more than 50% of the votes or whenever the Directors consider it necessary or desirable.

Shareholders' resolutions may be approved by telephone or at a duly assembled meeting, and may also be adopted by written consent. It is not necessary to hold annual shareholders' meetings.


3. Registered Office and Agent. The company must have a registered office and a registered agent in the mBritish Virgin Islands. These services can be performed by Aleman, Cordero, Galindo & Lee Trust (BVI) Limited. The resident agent has the authority to certify the names of the Directors and Officers of the company. A copy of the shareholders' register and directors’ register must be maintained at the registered office.

4. Corporate Seal. The company is required to adopt a corporate seal, and the Articles of Association
should designate the person authorized to use this seal.

5. Filing requirements. The only documents that need to be filed with the Registrar of Corporate Affairs
other than the organization documents are any amendments to the Memorandum or Articles of
Association, any mergers and consolidations and the dissolution of the company.

6. Transfer jurisdiction. A company incorporated under the BVI Business Companies Act may, by
resolution of its Board of Directors or Shareholders, continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands if permitted to do so by the laws of the jurisdiction outside the British Virgin Islands in which the company is being redomiciled and the company has complied with those laws.

Also, a company incorporated under the laws of a jurisdiction outside the British Virgin Islands is entitled to continue as a company incorporated under the BVI Business Companies Act notwithstanding any provisions to the contrary in the laws of the jurisdiction under which it is incorporated.

 7. Mergers and Consolidations. A company is allowed to merge or consolidate with other BVI or
foreign companies, as long as the surviving or consolidated company complies with the requirements of the BVI Business Companies Act.
 
8. Dissolution and Liquidation. A company may be dissolved by resolution of the Board of Directors or by resolution of the Shareholders.


E. TAXATION AND FEES
 
• All dividends, interests, rents, royalties, compensations and other amounts paid by a BVI company to
persons who are not resident of the British Virgin Islands are exempt from the payment of income tax.
Capital gains realized from the sale of any shares or other securities of a company are also exempt from the payment of any tax.

• The incorporation fee for a company with registered shares and authorized to issue a maximum of
50,000 shares is US$350.00. The incorporation fee is US$1,100.00 for a company authorized to issue
more than 50,000 shares.

• The incorporation fee for a company which permits the issuance of bearer shares (irrespective of the
amount of shares it is authorized to issue) is US$1,100.00.

• A company must pay an annual license fee of US$350.00 if it is authorized to issue a maximum of
50,000 shares, and US$1,100.00 if it is authorized to issue more than 50,000 shares or if its memorandum and articles of association permit the issuance of bearer shares. This annual license fee must be paid no later than May 31st of each year beginning on the year following incorporation if the company is incorporated between January 1st and June 30th, and no later than that same date on subsequent years. If the company is incorporated between July 1st and December 31st, it must pay its annual license fee no later than November 30th of each year, commencing on the year following incorporation. A company that fails to pay its annual license fee will be struck from the Registry and will have to pay a penalty fee in order to be reinstated.