BVI Company Certificates

Contents

Jurisdiction and applicable legislation

At the top of the document the jurisdiction appears (Territory of the British Virgin Islands) along with the current legislation (BVI Business Companies Act, 2004). Older certificates may show the previous legislation (International Business Companies Act, 1984).

QR Code (Certificate ID)

At the top-right of the document a QR Code may appear, both in graphic and hexadecimal format. This is also called Certificate ID and it can be used to validate the certificate at the BVI Financial Services Commission website and download an electronic copy of the certificate. This security feature was introduced on 1 July 2014. Electronic Certificates of Good Standing were introduced on 8 December 2014 as a way to improve speed of delivery to third parties. This also enables third parties to verify the certificate is valid. QR Codes appear both in paper and electronic versions of the certificates. If the code is scanned with a mobile phone it redirects to the validation page at the BVI FSC website. Code may also entered manually at the same website to check the certificate validity.

Document title and section

This would be "Certificate of Good Standing" and Section 235 of the Business Companies Act. This section states that:

(1)The Registrar shall, upon request by any person, issue a certificate of good standing in the approved form certifying that a company is of good standing if the Registrar is satisfied that

• (a) the company is on the Register of Companies; and
• (b) the company has paid all fees, annual fees and penalties due and payable.

(2) The certificate of good standing issued under subsection (1) shall contain such statements as are specified in the Regulations.

Company name

The company name appears below in bold letters. If the company had several names the current one is shown here

BVI Company Number

Also in bold letters. This is very useful in the mentioned case of a company that changed its name as the number is permanent

List of certified statements

A list of the facts that the Registrar is certifying at the date of issuing this certificate. Currently this list contains the following items:

1. The company is on the Register of Companies
2. The company has paid all fees and penalties due under the Act
3. The company has not filed articles of merger or consolidation that have not become effective
4. The company has not filed articles of arrangement that have not yet become effective
5. The company is not in voluntary liquidation
6. The company is not in liquidation under the Insolvency Act, 2003
7. The company is not in receivership under the Insolvency Act, 2003
8. The company is not in administrative receivership
9. Proceedings to strike the name of the company off the Register of Companies have not been instituted.

Older certificates may show only points 1-6

BVI FSC Seal, Registrar signature and date

Finally the BVI Financial Services Commission seal appears at the bottom-left of the document. Registrar signature and certificate date are at the bottom-right. The Certificate Date is a very important field because any of the certified items in the list may change from one day to another.

Uses

BVI Certificates of Good Standing are usually requested by banks and other financial institutions in a regular basis or at the time of an account opening. Other entities that may request these certificates are the parties in a real estate transaction, company clients, suppliers and other related companies in a merger process. If the company is less than one year old there is no need for a certificate as it's assumed the company is in good standing.

This certificate can't be issued if the company has due fees at the Registry of Corporate Affairs. When restoring a BVI struck-off company the certificate can be seen as a proof of the completion of the restoration process.

Certificate of Incorporation

This is another common BVI Company Certificate. It certifies that the company was incorporated in the British Virgin Islands according to the applicable legislation (depending on when the company was incorporated). This document confirms that the company satisfied all the requirements for incorporation under the applicable Companies Act and it was duly incorporated in the BVI Registry of Corporate Affairs.

Here's a sample BVI Certificate of Incorporation in its current printed form

When using the Certificate ID/QR Code at the BVI FSC website, an electronic version can be downloaded. Here's a sample

Certificate of Tax Exemption

BVI Companies are exempt from income taxes and a certificate showing this fact can be requested to BVI Inland Revenue. This certificate is valid for 12 months.

Here's a sample of a BVI Certificate of Tax Exemption issued by Inland Revenue

Other Certificates

Any document filed by a BVI Company to the BVI Registry of Corporate Affairs can be certified, notarized and apostilled. In addition, any situation concerning a BVI company can be certified by the Registrar of Corporate Affairs. This is very useful because some situations such as redomiciliations, mergers or re-registrations can't be certified by a single document but with several documents unlinked among them.

Here's an example of a BVI Certificate of Company status of Struck Off (with previous re-registration