Records and Reporting

BVI Companies: Corporate records and financial statements

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Prior to 1984, most offshore financial centres companies' legislation required their offshore companies to hold AGMs and file annual returns.


In 1984, the designers of the BVI International Business Companies Act 1984 reasoned that such requirements added to cost without any material benefit to the investor, or the general public.  For example as shareholders of an offshore company are invariably nominees acting for one beneficial owner and directors are generally offshore professionals acting for companies with little activity (e.g. SPVs owning one asset), there was little to be gained from the formalities of statutory AGMs, and annual returns.

Furthermore, third parties dealing with an offshore company can always refuse to do business with the company if it will not disclose the delivery of the beneficial owners to the third party on a confidential basis.

Accordingly, the BVI International Business Companies Act 1984 dispensed with many of the sterile reporting formalities required of a company and the BVI has maintained this tradition ever since, whilst at the same time requiring corporate service providers to conduct customer due diligence on introducer or beneficial owners in accord with BVI law and regulations and international anti-money-laundering requirements.

A BVI company does not need to file annual returns, or hold AGMs.

A BVI company does not file published financial statements, and statutory accounting requirements are proportionate. A BVI company must keep financial records sufficient to show and explain the company's financial transactions and to enable the financial position of the company to be determined with reasonable accuracy.

A BVI Business company must keep certain records at the office of its registered agent:

-    Memorandum and articles.
-    Register of members (or copy).
-    register of directors (or copy).
-    each director's letter of consent to act.
-    impression of the company seal.
-    copies of all notices and documents filed by the company with the registry.
-    Particulars of the beneficial owner.

Minutes of meetings and resolutions of members and directors must be kept at the office of the registered agent or such other place (within or outside the BVI) as the directors determine.

The registered agent must be informed of the address where the original books, registers and records (including accounting records) are kept.

Jordans can provide registered agent facilities in the BVI and professional company secretary services, to ensure adherence to the requirements of BVI company legislation.

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Jordans Trust Company (BVI) Limited
Coastal Building
Wickhams Cay 11 
PO Box 957
Road Town 
Tortola
British Virgin Islands
 
Hours of Operation:
Mon. to Fri. 9am to 5pm