TCI and BVI are both British dependencies which are preferred for offshore incorporations because they are politically stable and they offer special types of companies – the Exempted company in the case of TCI and the IBC, also known as the International Business Company, in the case of the BVI. Belize and the Bahamas also offer IBC’s.
Caribbean Jurisdictions
BVI is currently the market leader in terms of number of companies incorporated each year due to the extensive and successful marketing of the jurisdiction particularly by lawyers who left Panama during the Noriega regime.
TCI and BVI are both British dependencies and therefore obtain political stability from their close connection to the UK.
Bahamas and Belize are both independent states, so stability is totally dependent upon the state of the internal affairs of that jurisdiction.
TCI companies automatically receive a Certificate of Guarantee against Future Taxation signed by the Governor. This certificate guarantees that the company will not be subject to taxation for a period of 20 years since the date of incorporation. The certificate also guarantees that no tax will be charged on the shares in the company for the same period.
Bahamas, Belize and BVI require that a register of members is kept at the registered office address of the company, while TCI does not impose such restrictions and the register of members may be kept anywhere in the world.
In both TCI and Bahamas there is provision for registering a foreign language translation of the English name at the Companies Registry and for this translation to appear on the original Certificate of Incorporation and registry certified copy of the original Memorandum and Articles of Association. TCI also allows a foreign translation of the Memorandum and Articles of Association to be registered.
In TCI there is no requirement to include the word “Limited” or some derivative in the company name, whereas such must be included in the name of a Bahamas, Belize and BVI company.
In TCI both the Companies Ordinance and the Confidential Relationships Ordinance make it a criminal offence, punishable by a fine of up to $50,000 and a term of imprisonment of up to 3 years, for professionals or others to reveal confidential information relating to a TCI company or its affairs. There are no specific statutory provisions governing secrecy which apply in Belize, Bahamas or BVI although English Law, which applies in all four jurisdictions, does impose a common law duty on professionals to keep the affairs of their clients confidential. Clearly the confidentiality is stronger in TCI.
Companies Structure
Companies incorporated in all four jurisdictions have almost identical structures and administrative requirements:
Directors may be corporate or individual. Only one Director is required and details need not appear on any public record, so secrecy can be retained.
Shareholders can be individuals or corporations.
Shares may be issued in bearer or registered form but in either case no details need appear on the public file. Nonetheless the bearer shares must be delivered to a license custodian and a register of shareholders must be kept at the registered office address of the company
There is no requirement in any of the jurisdictions to file accounts on the public record.
Board meetings may be held anywhere in the world.
No tax is payable in the country of incorporation.
Maintenance is simple and inexpensive, the only requirement being to maintain a registered office address and a local resident representative in the country of incorporation.
There is no requirement that the company state its registered office address or details of its directors on the company letterhead.
Incorporation can be achieved normally within 24 hours.
All four jurisdictions offer good corporate mobility allowing companies to redomicile in and out quickly and easily.
The British Virgin Islands are a British dependence sited in the Eastern Caribbean, roughly 80 kilometres East of Puerto Rico. English is the official language and the United States Dollar is the local currency.
The Government is steady and seems to remain that way. There is good commercial and professional connections and the Government encourages the development of the offshore finance business.
BVI IBCs
The International Business Companies Act was passed in 1984 and formed the International Business Company which is the preferred offshore company vehicle. Recently the BVI has become extremely popular, particularly in the Far East region, due to the extensive marketing of the jurisdiction, mainly by lawyers who moved from Panama during the Noriega regime and set up offices in the BVI.
Incorporation can be achieved within 24 hours.
Local requirements
As a matter of local company law the company must maintain a registered office address within BVI and must also appoint a BVI resident as registered agent.
Name and Activities restrictions
Names must end with one of the following words, or abbreviations – Limited, Corporation, Incorporated, Societe Anonyme or Sociedad Anonima.
The following words, and their associated activities, cannot be used: Assurance, Bank, Building Society, Chamber of Commerce, Chartered, Co-operative, Fund, Imperial, Insurance, Municipal, Mutual Fund, Royal and Trust.
Companies’ Directors
A minimum of one director is required and corporate directors are acceptable. Details of the directors do not come out on the public file.
Shareholding
A minimum of one shareholder is required and either registered or bearer shares may be issued. No details of the shareholders become visible on the public file but a register of shareholders must be kept at the registered office address of the company in BVI.
Taxation and Annual Reporting
IBCs pay no taxes in BVI.
No annual return or accounts need be filed, only a license fee must be paid yearly. It should be noted that penalty fees of up to 50% of the annual Government fee will be incurred if the licence fee is not paid when due.
Secrecy
There are no specific legal provisions governing secrecy in relation to companies but English Law, which applies within the jurisdiction, does impose a common law duty on professionals to keep the affairs of their clients confidential.
Belize (previously British Honduras) is an independent democratic Commonwealth country placed on the Caribbean coast of Central America. Since independence from Britain in 1981, it has enjoyed a stable and democratic Government.
Although there are fairly high rates of tax for resident persons and companies in Belize, it now offers tax-free IBCs by virtue of the IBC Act 1990. Belize has become an important offshore corporate domicile.
Belize IBCs
A new company can be incorporated in Belize within 72 hours.
Local requirements
The company must maintain a registered office address in Belize and must also assign a Belize resident as registered agent.
Name and Activities restrictions
Names must end with one of the following terms – Corporation, Incorporated, Limited, Societe Anonyme or Sociedad Anonima.
Conversely, the following words and their associated activities, cannot be used – Assurance, Bank, Building Society, Chamber of Commerce, Chartered, Cooperative, Imperial, Insurance, Municipal or Royal.
Companies’ Directors
A minimum of one director is required and corporate directors are permitted. Details of the directors do not appear on the public file.
Shareholding
A minimum number of one shareholder is required and either registered or bearer shares may be issued. No particulars of the shareholders become visible on the public file but upon the issue or transfer of bearer shares a professional intermediary is required to retain their physical custody; a register of shareholders must be kept at the company’s registered office address.
Taxation and Annual Reporting
IBCs pay no taxes in Belize. Additionally, no annual return or accounts need be filed, only a license fee. Penalty fees of up to 50% of the annual Government fee will be incurred if the licence fee is not paid in due time.
Secrecy
There are no specific legal provisions governing secrecy in relation to companies but English Law, which applies within the jurisdiction, does impose a common law duty on professionals to keep the affairs of their clients classified.
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