Estructuras Corporativas

CORPORATE STRUCTURE

At V&B we advise and constitute in the most recognized offshore jurisdictions such as BVI or Delaware as well as several offshore in other countries of Europe and America.

For the corporate structure services we take into account aspects of the industrial sector in which the clients operate, their internationalization and the commercial strategies that are currently implemented by the client.

THE MOST IMPORTANT CHARACTERISTICS OF A BVI BC IN DETAIL
01. TAX EXEMPTION.

A BVI BC is exempt from the BVI income tax, and the same exemption applies to all the dividends, interests, rent, royalties, compensations and other amounts paid by a company and all the capital earnings stemmed from stocks, obligations on debt or other company valuables. No estate, inheritance, succession or gift tax paid in respect of shares, debt obligations or other securities of a BVI BC. All transactions and instruments relating to the transfer of any type of ownership of assets, shares, debt obligations or securities to or by a BVI BC are exempt from stamp duty, with one exception for transactions of land British Virgin Islands, in which case the stamp duty is payable.

02. LEGAL PERSONALITY.

A British Virgin Islands Business Company has legal personality and the same powers as a physical person.

03. SECRET.

Confidentiality is one of the key features of the BVI Business Company, as such, details of the company, beneficial owners, directors and shareholders are not part of the public record. Register of Members, Register of Directors and all Minutes and Resolutions of the Company are kept only at the offices of the Registered Agent in complete confidentiality. Certainly, however, these files are available for inspection to the shareholders of the company.

The only documents in the public record are the Memorandum and Articles of Association, but these usually do not contain any indication as to existing shareholders, directors or beneficial owners of the company.

At the same time, if the owners of the company so wish, the Register of Directors and / or the Register of Members shall be filed with the Registry of Companies. Such a step may be desirable if complete debt free certainly must be achieved and showed publicly as to the real identity of the managers of the company or members - but, again, this is purely optional.

04. STRUCTURAL FLEXIBILITY.

A BVI Business Company requires a minimum of a single owner, a shareholder and a director. They can be one and the same person. Apart from the director, the company need not appoint any operating officer. The management structure of the BVI Business Company can be designed in accordance with the widest variety of requirements.

Shareholders, directors and officers of a BVI Business Company may be individuals or corporations and of any nationality. The meetings of shareholder or director is not required to be held in the British Virgin Islands and there is no need for a General Meeting.

Meetings can be held by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy.

When a business firm has only one member who is an individual and that member it is also the sole director, the sole member / director may appoint a reserve director to act specifically in place in the event of his death.

05. PROVISIONS AGAINST CONFISCATION.

If a foreign government or authority seizes Company shares, or any other interest in the Company in connection with nationalization, expropriation, confiscatory taxation, other government charge or a similar cause, the Company or a shareholder may apply at court for an order that the Company disregard the seizure and continue to treat the person from whom the shares were seized as if he/she still maintained the shares.

06. NO REPORTING.

BVI Business Companies are not required to prepare financial account files. However, sufficient records should be kept to show and explain the Company's operations and to allowing the financial situation of the Company to be determined with reasonable accuracy. Such records need not be kept in the British Virgin Islands and location for keeping such records can be freely determined by the owners of the company, and there is no requirement to submit or disclose any commercial financial record or otherwise.

07. BEARER SHARES.

The shares of a BVI Business Company may be issued in bearer form. However, bearer shares may not be issued to their actual owner but can only be maintained in the custody of an authorized custodian in the Virgin Islands or equivalent outside the BVI, along with a written indication about the real identity and address of the owner of such shares. The government's schedule of fees for BVI Business Companies contains a clear negative incentive against utilizing bearer shares in the structuring of commercial enterprises, including government fees which will be considerably higher for such companies.

08. VARIOUS TYPES OF INCORPORATIONS.

A BVI Business Company may be incorporated as a limited company, company limited by guarantee (with or without authorization to issue shares), an unlimited company (with or without authorization to issue shares), a society of segregated portfolio and restricted purpose company.

09. IT IS NOT MANDATORY TO STATE OPERATIONAL OBJECTS.

Since 2005, there is no requirement to specify the operational objects of the BVI Business Company in the founding documents of the Company (Memorandum and Articles of Association). However, the company may choose to do so and, in fact, a specific type of a "restricted purpose company" is envisaged in the Corporations Law.

10. COMPANY NAMES.

A BVI Business Company may not be registered under a name that is identical to the name of a company from the existing BVI, or is so similar to the name of an existing BVI Company, which, in the opinion of the Secretary, the name would be likely to confuse or deceive. As the BVI Registrar of Companies has a name-reservation system, a reserved name would also be considered as an existing name.

Without obtaining the prior written consent of the Financial Services Commission, a BVI Business Company may not be registered with a name that contains a word or phrase "restricted" (according to a published list of such restrictions) - such as the words "Assurance" "Bank", "Building Society", "Chamber of Commerce", "Chartered", "Cooperative", "Imperial", "Municipal", "Royal", "Trust" or any word conveying a similar meaning, as well as any name that suggests the patronage of the British Royalty, British Virgin Islands or any other government or its departments.

The Secretary may also refuse to register any particular name if, in the opinion of the Registrar, such name is offensive or, for any other reason, objectionable.

11. THE NAME ENDINGS DENOTING THE TYPE OF COMPANY.

The name of a limited liability company will end with the word "Limited", "Corporation" or "Incorporated"; the words "Societe Anonyme" or "SA"; the abbreviation "SA", "Corp.", "Inc" or "HS"; or any other word or words or abbreviations thereof.

The name of an unlimited company will end with the word "unlimited" or the abbreviation "Unltd". The name of a restricted purposes company shall end with the phrase "(SPV) Limited" or the phrase "(SPV) Ltd".

The name of a segregated portfolio company will end with one of the "Segregated Portfolio Company Limited" phrases; "Segregated Portfolio Company Ltd"; "SPC Limited"; "SPC Ltd"; or, in the case of a segregated portfolio company that is a company with restricted purposes, one of the phrases specified in this paragraph with "(SPV)" inserted immediately before that phrase or immediately before "Limited" or "Ltd".

Very solely for the BVI, the name of a BVI Business Company may comprise the expression "BVI Company Number" followed by its company number in figures and the ending required, as specified above - for example "BVI Company Number 987654 Ltd ". On behalf of the express company in such fashion may also contain additional foreign characters between the number of business and end.

12. APPOINTMENT OF AGENTS.

The directors of a BVI Business Company may appoint any person (including an existing director), to be an agent of the Company. Subject to the Memorandum and Articles of Association, such agent has all the powers and authority as may be prescribed directors, except that no agent has no authority to amend the Memorandum or Articles; to appoint directors or agents; to approve a plan of merger, consolidation or arrangement; or to make a declaration of solvency or approve a liquidation plan.