User Guide No. 1 Introduction Who can Form a Company Decisions Prior to Incorporation Step 1: Choose available name Step 2: Registered Office Step 3: Memorandum and Articles Step 4: Directors and Shareholders Applying to the Registrar Fees

BVI Financial Services Commission User Guide No. 1 - Incorporating a Company Limited by Shares

Step 4 – Decide on the directors and shareholders and obtain the necessary consents

Every company limited by shares must have at least one shareholder and at least one director, who may be the same person. The registered agent has a period of 6 months from the incorporation of the company to appoint the first director(s) and it is the first director(s) who will issue the first shares in the company.

Although it is not essential to decide who the shareholders and directors will be before a company is incorporated, a company cannot commence its operations until at least one director has been appointed and at least one share has been issued. If your company conducts business without a director and shareholder, you may be liable for its debts. Furthermore, if a company does not have a director, any person who manages the business and affairs of the company is deemed to be a director.

Once you have decided to incorporate a company and instructed a registered agent, in most cases, it makes good sense to decide who the directors and shareholders will be and to agree the number of shares that each shareholder will take.

As a person cannot be appointed to be a director without his consent, it is important to confirm at this stage that the person or persons who will be appointed as a director will provide his or their written consent.

It is particularly important to reach agreement at this stage with any professional service provider whom you may wish to hold shares as a nominee on your behalf or to act as a director of the company. However, you should note that only licensed trust companies or licensed company managers may provide nominee shareholder services or act as a director by way of business.