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After the BVI Business
Companies Act came into force on 1 January 2005, it was possible to incorporate a company under any of the three statutes. It was also possible for a company which had been originally incorporated under the International Business Companies Act or the Companies Act to adopt new
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corporation law). Conscious of how widely the earlier legislation had been copied by other tax havens, the BVI Business
Companies Act was drafted with a large number of forms and procedures which specifically tied it into the Territory's regulatory structure, thereby making it much harder to simply
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Although the predecessor
International Business Companies Act was widely copied by other offshore jurisdictions, it was assumed that the BVI Business Companies Act would not be similarly replicated, as the architecture of the legislation integrated it very closely with the systems and procedures of
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Under the old
International Business Companies Act, it was only possible to form a company limited by shares. Under the new Act it is possible to form a company limited by shares, an unlimited liability company, a company limited by guarantee which can issue shares, a company limited by guarantee
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After 1 January 2009, all companies which had been originally incorporated under the
Companies Act were compulsorily re-registered under the BVI Business Companies Act. Initially it was proposed that this transition date would occur on 1 January 2008, but on 31 December 2007 emergency legislation
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Up until late 2007, it was not possible to de-register security which had been registered under the old
International Business Companies Act, but was released subsequent to the repeal of that legislation. Similarly, amendments to security registered under the old Act could not be filed either.
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The Act has already been amended multiple times in its relatively brief life. Although some of the amendments relate to fine tuning legislation, and others relate to introducing new features (such as minority shareholder rights), a great many other amendments have been necessary to fix issues
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After 1 January 2007, all companies which had been originally incorporated under the
International Business Companies Act were compulsorily re-registered under the BVI Business Companies Act. Detailed transitional provisions were enacted in Schedule 2 of the new Act to deal with discrepancies
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The letters BVI were deliberately inserted as part of the branding exercise, and it was hoped that companies formed under the new legislations would be referred to as "BVIBCs". This would neatly merge the common acronym under the old legislation ("IBCs") and the common reference used in
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The name of the statute actually commences with "BVI". That statute is often mistakenly referred to as simply the "Business
Companies Act" due to a common misinterpretation that the "BVI" is a description of the jurisdiction of enactment rather than actually part of the name.
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After 1 January 2006, it was no longer possible to incorporate a company under the
International Business Companies Act or the Companies Act, but companies which had been originally incorporated under those Acts continued to be regulated by them.
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The decision to replace the
International Business Companies Act was driven by two things. Firstly, there was a general perception that the older legislation was becoming a bit dated, and needed modernising. Secondly, the
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Ultimately the phrase "BVIBCs" proved to be too much of a mouthful, and in the offshore financial industry, it is more usual to refer to entities formed under the Act as "BCs", or simply "BVI companies".
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was passed, pushing it back by a year so that the transitional provisions set out in Schedule 2 of the Act could be further amended and modified.
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These difficulties were corrected by the BVI Business Companies (Amendment of Schedules) (No. 2) Order 2007 (SI No 80 of 2007).
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The intention of the legislation was to eventually consolidate all British Virgin Islands company law into a single statute.
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companies are no longer required to have a stated corporate object, thereby obviating a number of difficulties relating to
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The Act contains a number of specific features which are designed to make the British Virgin Islands more attractive as an
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under two different statutes: the International Business Companies Act (Cap 291) and the Companies Act (Cap 285).
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removing requirements relating to maintenance of capital and distributable reserves requirements for
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and other multinational organisations had expressed concerns about ring-fenced tax regimes in
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Prior to the BVI Business Companies Act coming into force, it was possible to incorporate a
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The British Virgin Islands Companies Registry (part of the Registry of Corporate Affairs).
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Article comparing BVI Business Companies Act to International Business Companies Act
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statute (as opposed to the International Business Companies Act, which was based on
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and local companies. It replaced the extremely popular and highly successful
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brought about by the transitional arrangements. Registration procedures for
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the British Virgin Islands corporate registry. However, in 2006 the
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Most recently by the BVI Business Companies (Amendment) Act 2016.
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and voluntarily re-register under the BVI Business Companies Act.
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364:"British Virgin Islands: The IBC Act – The Building Of A Nation"
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which cannot issue shares, a restricted purpose company and a
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Article - key features of the BVI Business Companies Act
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removing restrictions in relation to the declaration of
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The BVI Business Companies Act is actually based upon a
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dealt with both issues in a single legislative swoop.
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Under the old International Business Companies Act,
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British Virgin Islands Financial Services Commission
403:. BVI Financial Services Commission. Archived from
319:. BVI Financial Services Commission. Archived from
317:"BVI Business Companies Act 2004 (with amendments)"
155:increasing the types of company that can be formed
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229:have proved particularly difficult to resolve.
401:"BVI Business Companies (Amendment) Act, 2016"
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121:considerably restricting the requirement for
291:BVI Business Companies (Amendment) Act, 2015
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286:BVI Business Companies (Amendment) Act 2006
158:modernising the regime for registration of
138:in relation to company shares (and thereby
261:Article on the BVI Business Companies Act
50:. It came into force on 1 January 2005.
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347:taxation in the British Virgin Islands
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212:between the two sets of legislation.
48:International Business Companies Act
296:Formation requirements and taxation
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463:2004 in the British Virgin Islands
443:British Virgin Islands company law
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109:British Virgin Islands company law
40:British Virgin Islands company law
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448:Law of the British Virgin Islands
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30:(No 16 of 2004) is the principal
281:BVI Business Companies Act, 2004
166:minority shareholder protections
276:Video: The Story of the IBC Act
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362:Colin Riegels (20 July 2014).
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345:were essentially exempt from
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164:the Act introduces statutory
131:in relation to company shares
387:segregated portfolio company
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242:passed new company act, the
134:abolishing the concept of a
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256:BVI FSC legislation library
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10:
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28:BVI Business Companies Act
244:Isle of Man Companies Act
185:Transitional arrangements
115:offshore financial centre
202:constitutional documents
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36:British Virgin Islands
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407:on 11 September 2016
129:financial assistance
227:security interests
160:security interests
117:. These include:
44:offshore companies
42:, regulating both
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323:on 19 August 2016
178:director's duties
123:corporate benefit
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453:Offshore finance
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409:. Retrieved
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368:. Retrieved
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325:. Retrieved
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233:Replications
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38:relating to
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458:2004 in law
298:(in German)
240:Isle of Man
173:ultra vires
127:abolishing
71:New Zealand
437:Categories
220:Amendments
140:en passant
60:tax havens
411:30 August
370:30 August
343:companies
327:30 August
303:Footnotes
151:dividends
144:dividends
93:Hong Kong
366:. Mondaq
103:Features
75:Delaware
194:company
34:of the
32:statute
413:2016
372:2016
329:2016
176:and
82:Name
56:OECD
26:The
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