How to Register an Offshore Company in BVI?
Types of Company: Exempted Companies (the most common type)
The most common type of offshore company in the Cayman Islands is exempted company. It is prohibited from participating in local business activities in the Cayman Islands region, but it allows the company owners to conduct any international business outside the Cayman Islands, making it ideal for investment holding, fund management, international trade, and intellectual property management.
Shareholder and Director Requirements
To form an offshore company in the Cayman Islands, at least one shareholder and one director is required.
- Shareholder: A minimum of one shareholder is required to establish an offshore company in the Cayman Islands. This shareholder may be an individual or a corporate organization that is registered in a foreign nation. The shareholders' identities and other specific information are kept private and will not be disclosed.
- Director: Similar to the requirements regarding shareholders, a Cayman Islands corporation must appoint at least one director at the time of registration. It could be an individual or a company, and it can be filled by the same person as the shareholder of a Cayman Islands company.
Registered Capital
A typical registered capital of $50,000, which is not required to be paid up during registration, is generally chosen to set up a Cayman Islands company. You can also request a higher registered capital amount if needed. Exempted companies are also exempt from capital tax, making it easy to raise registered capitals without any additional tax fees.
Registered Address and Registered Agent
According to the regulations, the registration process of a Cayman Islands company cannot be submitted by individuals or overseas companies directly, and must be handled through a Cayman registered agent, who is usually responsible for providing a local registered address at the same time.
Business Operations
The limitation of forming an exempted company is that it is not allowed to engage in local business activities. However, you can conduct international business outside the Cayman Islands freely, including global trading, investment holding, and intellectual property management.
The Establishment Process of a Cayman Islands Company
Step 1: Company Name Selection and Approval
The first step to form a Cayman Islands company is to select a unique name which can be in multiple languages such as English and Chinese as long as it does not conflict with the existing register companies. To indicate the limited liability nature of an exempted company, its name must end with ‘Limited’ or its abbreviation.
Step 2: Company Registration Documents Submission
To prepare the registration of a Cayman Islands company, you will need to submit the following documents:
- Memorandum and Articles of Association: This document outlines the company’s structure, rights, and business scope.
- Director and Shareholder Information: Detailed information about the shareholders and directors must be submitted; this information is only for the government and registered agent and will not be publicly disclosed.
- Registered Capital Declaration: Submit a declaration of registered capital, typically allowing for a standard registered capital of $50,000 without the requirement for actual payment.
- Due Diligence Documents: According to anti-money laundering (AML) and know your customer (KYC) regulations, the due diligence documents for all directors and shareholders including passports and proof of address needs to be provided.
- Business Description: A brief description of the type of business the company plans to engage in, typically used for reference when opening a bank account and meeting other compliance requirements.
Step 3: Company Registration Certificate
After submitting the necessary documents, the Cayman Islands Company Registry will issue the Certificate of Incorporation within 5-7 business days, marking the formal establishment of the company.
Step 4: Open a Bank Account
After registration, a company account can be opened at various offshore banks worldwide. Required documents include the Certificate of Incorporation, proof of identity for directors and shareholders, and the company’s memorandum and articles.
Step 5: Legal and Operating Document Maintenance
The company can engage in international business and must maintain statutory records such as the shareholder register and director register, although these records do not need to be made public. Daily operational documents should also be kept securely for potential financial audits or compliance checks.
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