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IBC
International Business Corporations

 

What is an International Business Corporation (IBC)?

An IBC is a corporation created and designed for the main purpose of providing a vehicle to natural persons or a group of persons to utilize for anything they wish to do, such as:

  • Investment vehicle to handle investments offshore
  • Open an international bank account
  • Transact foreign exchange business without Exchange Control restrictions.
  • Guarantee a liability or obligation of any person and to secure any of its obligations by mortgage, pledge, or other liability of any of its assets.
  • Protect the assets of the company for the benefit of the company, its creditors, its members, and of any person with a direct or indirect interest in the company.
  • Purchase, redeem or otherwise acquire and hold its shares.

Are there restrictions on what an IBC can do?

Yes, generally the restrictions are that an IBC cannot:

  • Carry on business with people residing in the jurisdiction where it is established
  • Own an interest in real property situated in that jurisdiction or lease property for use other than as an office
  • Carry on banking, trust, or insurance business
  • Provide a registered office for companies

What are some of the benefits shareholders obtain from an IBC?

In most jurisdictions where an IBC can be established, it is exempt from local taxes. This encourages non-residents to structure their international interests in that country. Often the only taxes payable are the annual renewal fee, which is payable to the Companies Registry Office. Many such jurisdictions do not have any tax treaties with the US government avoiding double taxation, generally because such countries do not have any direct imposition of tax. The government obtains revenues through custom duties and imports specifically.

In many jurisdictions, shareholders are exempt from:

  • All income taxes,
  • Capital gains tax and
  • Corporate taxes.

Further, there is also an exemption from inheritance, succession and gift tax, stamp duties in reference to transfers, and foreign exchange control regulations.

Can you do business with an IBC in the USA?

Yes, but the IBC will now be liable to the United States government (Internal Revenue Services) for any income earned in the United States. It may also have to pay local state taxes, and meet other regulatory requirements.

Can banks, insurance, reinsurance or trust companies be organized under an IBC?

No, an IBC cannot carry on the business of insurance, reinsurance, banking or trust companies. These types of business are regulated and registered licenses must be obtained.

 

INCORPORATION OF AN IBC

How can I incorporate an IBC?

Contact us for further information about where we can incorporate an IBC and the requirements for that jurisdiction.

What resolutions or amendments need to be filed in the Registry office?

A copy of all resolutions amending the Memorandum and/or Articles of Association shall be filed in the Registry, and the Registrar shall retain and file said copies. This includes changes to the types of shares that may be issued or increases in the authorized capital, etc.

CAPITAL AND MEMBERS

What type of shares can be issued by an IBC?

An IBC can issue: registered, bearer, voting and non-voting, un-numbered, common, preferred, or redeemable shares, including non par value shares, subject to any limitations indicated in the Memorandum or in the Articles of Association of the corporation.

Additionally, any issued shares can have the following characteristics:

  • More or less voting privileges per share;
  • Vote only on certain matters or only upon certain events;
  • Vote only when shareholders’ meeting is held by people
  • Who meet specific requirements or
  • Who have authorized participation in certain assets.

It is further possible for an IBC to:

  • Issue options, warrants, rights, or similar instruments.
  • Issue convertible securities.

Can any of the shares be issued on behalf of local residents?

No, shares cannot be issued on behalf of local residents. They may be issued to foreign persons only, although bearer shares can also be issued.

Is confidentiality of the Shareholders available?

Once again, this depends on the jurisdiction. For most ‘tax haven’ countries, information regarding shareholders is confidential. The shareholder register need not be registered with the Registrar. Therefore, the identity of a shareholder is not a matter of public domain, except when the Shares Register Book is filed at the Registry, or by the request of the Court. A copy of the Share Register Book shall be kept at the Registered Office of the company, indicating the name and address of the shareholders. (In the event of issued bearer of shares the identification number of the share certificate, number of each class or series of issued shares and the issuance date).

DIRECTORS AND OFFICERS

What is the minimum number of Directors and Officers an IBC can have?

In many jurisdictions, the Board of Directors can consist of one or more natural or legal persons. Often, there is no minimum number of officers, unless otherwise indicated in the Memorandum or Articles of Association. However, a Company should appoint both a Secretary and a President. A single director should not occupy both offices.

How are the Directors and Officers appointed?

The subscribers of the Memorandum and Articles of Association appoint the first directors of the company. After that, the shareholders or the existing directors appoint directors for such term as determined by the shareholders or the directors. If not, unfilled positions can be filled by a resolution of the shareholders or of the remaining directors. The directors generally elect the officers.

What qualifying factors should the Directors and Officers of an IBC corporation submit?

There are no specific qualifications needed to be a director or officer, except for the age of majority. In many jurisdictions, corporate directors are allowed, and there are no restrictions on Shareholders being directors of the corporation.

What information can be revealed about the Directors and Officers?

None. The information regarding the directors and officers shall not be revealed, since this information is confidential and is not a matter of public knowledge. It doesn’t need to be filed in the Public Registry. However, it is required that the names and general information of Officers and Directors Book be kept in the Registered Office of the Company.

MEETINGS

Is it necessary to hold annual meetings of Shareholders and/or Director?

In many jurisdictions, it is not required to have an annual meeting of the Shareholders or Directors.

Where can these meetings be held?

Subject to any limitations in the Memorandum and Articles of Association, the meetings of the shareholders and of the directors can be held in such moments, in such manner and places as the directors consider necessary.

Can a proxy (substitute) represent a member/shareholder?

A proxy can represent an individual shareholder in a meeting of the shareholders. This person is authorized to speak and vote on behalf of the member.

Can resolutions of the Directors and/or Shareholders be adopted by consent?

Subject to any limitations in the Memorandum or Articles of Association, a director can consent in writing, or by telex, facsimile, cable or any other written electronic vehicle, to any resolution that could otherwise be adopted by the directors or a committee of the directors in a meeting, without the need for notice. The same applies for the Shareholders’ resolutions or resolutions of a committee of directors.

BOOKS AND REGISTERS

Is it necessary to prepare or file accounts?

It is not necessary to prepare or file accounts or financial statements. However, an IBC must keep such accounts and registers, when the Directors consider appropriate, in order to reflect the financial status of the Company.

What books or registers are requisite for the Company?

An IBC must keep at all times, in the Registered Office of the company:

  • Minutes of each meeting of:
  • Board of Directors,
  • Shareholders,
  • Director’s committee, and
  • Officers and Members.
  • Resolutions of meetings of the
  • Directors,
  • Shareholders,
  • Director’s committee, and
  • Officers and Members.
  • Register of all the Directors and Officers of the company; Register of Shareholders; and the stamp of the corporate seal.

Does the company require a corporate seal, and where is it kept?

Not all jurisdictions require an IBC to have a corporate seal. But such a seal can generally be kept wherever the directors find it convenient, with a stamp of the corporate seal always kept in the Registered Offices of the Company.

Must a Company file annual tax returns?

Generally, no, it is not necessary to file annual tax returns. The only requisite is to fill out and pay the annual license fee that expires on July 31st of each year.

What information about the Company is available to the public?

The Registrar keeps all registered documents. However, only the Memorandum and Articles of Association of the Company and amendments are available for public scrutiny.

 

 Go to our BVI IBCs Page!

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Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal or other professional advice. We do not accept any responsibility, legal or otherwise, for any errors or omissions.


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