| BRITISH VIRGIN ISLANDS BUSINESS COMPANY
BRITISH VIRGIN ISLANDS ("BVI")
INTERNATIONAL BUSINESS COMPANIES ("IBC")
MAINTENANCE GUIDELINES
1 YOUR COMPANY KIT AND MAINTENANCE OF CORPORATE RECORDS
1.1 Memorandum and Articles of Association ("M&A")
This company kit includes five copies of the M&A of which two have
been stamped by the BVI Registry. Further copies are retained by the
Registered Agent and the Registrar of Companies in the BVI.
Any amendments to the M&A may be passed by resolution of the
director(s) or shareholder(s) and must be filed with the Registrar
of Companies in the BVI. Amendments are NOT effective until so
filed.
Kaizen Corporate Services Limited ("Kaizen") will be pleased to
assist with providing standard form amendments, with filing
amendments and with re-printing the M&A on request.
1.2 Minutes and Financial Records
An IBC is required to keep minutes of all meetings of directors,
members, committees of directors, committees of officers and
committees of members. Copies of all written resolutions consented
to by the foregoing parties must also be kept. An IBC must also keep
such accounts and records as the directors consider necessary or
desirable to reflect the financial position of the Company.
The books, records and minutes of the Company must be kept at the
Registered Office of the Company in the BVI or at such other place
that the directors determine.
Any member of an IBC may, upon request, inspect the records of that
company. In the event of the directors refusing to allow such
inspection, a member has the right to apply to court for an order to
allow the inspection.
Kaizen provides draft minutes of first director's meeting with each
IBC company kit.
1.3 Share Certificates
Certificates for registered shares and bearer shares are provided
by Kaizen in each company kit Every member is entitled to a share
certificate, which must be signed by: i) two directors, ii) two
officers, iii) one director and one officer, or iv) issued under the
common seal of the company, with or without the signature of any
director or officer. In practice we recommend that all certificates
be signed and sealed.
1.4 Bearer Shares
Where shares are to be issued to bearer in accordance with the
Articles 10 to 19 of Articles of Association, the following actions
should be taken:-
i. Applications for the issue of shares, or instruments of transfer,
as the case may be, should be completed clearly by the insertion of
the word "Bearer" as appropriate. Such documents should be signed on
the Bearer's behalf.
ii. The Register of Members and the Register of Transfers should be
completed to note the issue of or transfer to/from bearer and the
entry should be signed or initialled by a director or officer of the
Company. Please include an address to which the Company can send
notices to the Bearer Shareholder.
iii. Bearer share certificates should be issued and signed in the
manner set out in 1.3 above. Bearer certificates should be kept in
safe custody at all times.
1.5 Company Seal
An IBC is required to have a common seal and an imprint thereof
must be kept at the Registered Office of the Company in the BVI.
Kaizen provides seals for all companies and has delivered the
required imprint in respect of all companies to BVI Registry.
1.6 Register of Members
Every IBC is required to keep a share register, which is prima
facie evidence of any details required by the IBC Act to be
contained in the Register. Forms contained in each company kit make
provision for all information required by the Act. The original or
copy of the Register of Members must be kept at the Registered
Office in the BVI. It is advisable to keep the original there for
estate duty or stamp duty reasons. Kaizen should be notified of any
share transfers or issue of additional shares.
1.7 Register of Transfers, Directors and Secretaries
An IBC is not required by law to maintain these registers, however,
they are provided to assist in maintaining the records of the
Company and it is recommended that they be kept. If the directors
determine to maintain a Register of Directors, the original or a
copy thereof must be kept at the Registered Office of the Company.
Kaizen should be notified of any appointments or resignations of
directors.
2 REGISTERED OFFICE AND AGENT - SERVICES FROM THE BVI
2.1 Registered Office and Agent
All IBCs must have a Registered Agent and a Registered Office in
the BVI. The Registered Agent for your company is TrustNet (British
Virgin Islands) Limited and the Registered Office is at TrustNet
Chambers, Road Town, Tortola, British Virgin Islands.
2.2 Authentication or Attestation of Documents
Any document requiring authentication or attestation may be signed
by a director, a secretary, an authorized officer, or agent of the
Company. The Registered Agent may verify the signature of any
director, officer or agent, authenticating or attesting any document
executed on behalf of the Company. The company will be bound by any
document so verified by the Registered Agent.
2.3 Records held at the Registered Office
The Registered Office should, as a minimum, retain for every IBC, a
copy of its Certificate of Incorporation, a copy of the Memorandum
and Articles, any amendments thereto, an imprint of the common seal
and the original or copy of the Register of Members.
Even if a company determines to maintain its corporate records
outside the BVI, the Company must deliver a copy of the Register of
Members to the BVI. It is your responsibility to ensure that this is
done. Kaizen will be pleased to assist with forwarding any documents
to the Registered Office in the BVI on your behalf.
If an IBC determines by resolution of its directors to keep a
Register of Directors, a copy of this should be kept at the
Registered Office. In practice, we recommend that a copy of the
Subscriber's appointment of first directors and a copy of the
Register of Directors should always be kept at the Registered
Office. Kaizen will be pleased to assist with forwarding any
documents to the Registered Office in the BVI on your behalf.
3 THE BVI REGISTRY OF INTERNATIONAL BUSINESS COMPANIES
3.1 Company Documents held
The BVI Registry only maintains a copy of an IBC's Certificate of
Incorporation, its Memorandum and Articles of Association and any
amendments thereto.
The Registry will provide certified copies of these documents and
search company files as required. Kaizen will be pleased to assist
with all such requests for certified copies of such documents or
searches.
3.2 Optional registration of Directors, Members and Charges
New amendments to the IBC Act, which became effective in June 1991,
provide for optional registration of Directors, Members and Charges.
These options are entirely at the discretion of the Company which
can "opt in" and also "opt out". Kaizen will be pleased to assist
with all optional registrations, for which filing fees and services
fees apply.
Details of optional registrations become public record and may be
searched at the Registry. Kaizen will be pleased to arrange for
lawyer's confirmations of documents lodged and search reports.
3.3 Certificates of Good Standing
Certificates of Good Standing for an IBC can be obtained upon
application to the Registrar of Companies. Kaizen will be pleased to
make applications on behalf of clients.
3.4 Annual Government Licence Fees and Registered Office/Agent Fees
Every IBC must pay annual Government licence fees as follows: -
Companies with Authorised Capital of 50,000 shares or less: US$350
Companies with shares of no par value: US$350
Companies with Authorised Capital greater than 50,000 shares: US$1,100
Annual fees of US$350 are payable for Registered Office and Agent
Services. If a company is incorporated in the first six month of a
year, the annual fees are due on 30th April and if a company is
incorporated in the second half of the year, the annual fees are due
on 31st October.
4 PAYMENT OF ANNUAL FEES
Kaizen will send invoices for annual Registered Office and Agent
fees and Government licence fees by mail to the address it has on
record on 1st March and 1st September each year. Please notify us of
any changes in correspondence address, telephone or fax numbers,
names of responsible persons and file reference numbers that should
be quoted for this purpose. There will be Government penalties for
late payment of fees and companies will be strike-off for
non-payment of fees.
For incorporation, information or assistance, please contact:
Kaizen Corporate Services Limited
Hong Kong Office
Address: Room 803, Remington Centre
23 Hung To Road, Kwun Tong, Hong Kong
Tel: +852 2341 1444
Fax: +852 2341 1414
Email: info@bycpa.com
Website: www.bycpa.com
Shenzhen Office, China
Address: Room 2512, Shenhua Commercial Building, 2018 Jiabin Road,
Luohu District, Shenzhen, China
Tel: +86 755 8268 4480
Fax: +86 755 8268 4481
Shanghai Office, China
Address:
Rooms 1623-24, Yongsheng Building, 2025 Zhongshan Road West, Xuhui
District, Shanghai, China
Tel : +86 21 6439 4114
Fax: +86 21 6439 4414
Beijing Office, China
Address: Room 1102, Beijing Aerospace Building, 30 Haidian South Road, Zhongguancun, Beijing, China
Tel: +86 10 6874 8420; +86 10 6874 8422
Fax: +86 10 6874 8421
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