D&I Corporate Services

BRITISH VIRGIN ISLANDS

The International Business Companies Act, 1984

The International Business Companies Act of 1984 provides for the incorporation and administration of the International Business Company. Companies incorporated under the Ordinance enjoy a complete exemption from income tax. This includes an exemption from capitol gains tax, and all forms of withholding tax. There is no exchange control.

Incorporation

• We have shelf International Business Companies immediately available from each of its offices. Alternatively, an International Business Company can be incorporated to instruction within 24 hours, given the following information:

Name

• Company names must include one of the following words: Limited, Corporation, Incorporated, Societe, Anonyme, Sociatedad Anonima or abbreviations of the aforementioned.

Memorandum and Articles of Association

• Memorandum and Articles of Association are provided. The standard form is designed for a straightforward corporate structure. This may be amended after incorporation. Alternatively, special form Memorandum and Articles of Association can be tailored to meet a client's requirements prior to incorporation.

Subscribers

· A minimum of one subscriber is required.

Share Capital

• There are no minimum capital requirements and share may be denominated in any currency. Shares may be issued in different classes with special rights attached. The company do not prohibit the issue of bearer shares to pay an annual license fee of USD1,000.

Directors

• The minimum number of directors is one. The first appointments are by the subscriber. Corporate directors may be used.

Registered office

• It is a requirement that International Business Companies have a registered office and registered agent in the British Virgin Islands where a copy of the share register and imprint of the corporate seal is kept.

Administration

The International Business Companies Ordinance of 1984 provides an environment of administrative ease and flexibility. Specifically:

This is no requirement to file annual returns or financial statements. There is no requirement to hold annual meetings of directors or shareholders. Directors and shareholders resolutions may be passed by telephone meetings or by circulating written resolutions (including facsimile copies) for signing, meetings need not be held in the British Virgin Islands. A company need not have British Virgin Island resident directors. The books and records of the company may be kept at such place as the directors determine. Bank accounts may be opened anywhere in the world. A company may finance or repurchase its own shares out of surplus. Repurchased shares may be cancelled. Reductions of capital can be affected by resolutions of the directors or shareholders. There is no necessity for a court order. There are minimal disclosure requirements and the ownership of shares and the names of directors and officers are not available on the public record. There are modern asset protection provisions including the ability to transfer a company to another jurisdiction.