What happens to the company’s assets, liabilities, and contracts?
They remain unaffected. The legal identity of the company remains the same; only its place of incorporation changes.
What is a Registered Agent, and is one required?
A Registered Agent is a BVI-licensed service provider responsible for incorporation and ongoing compliance matters. Appointment of a Registered Agent is mandatory for all BVI Business Companies.
What is a joint venture (JV)?
A joint venture is a formal business arrangement in which two or more parties combine their resources to pursue a specific project or commercial activity. Participants share in the control, risks, and rewards associated with the venture.
What is a merger?
A merger refers to the legal unification of two or more companies into a single corporate entity. In most cases, one company emerges as the surviving entity, absorbing the others. Alternatively, the process may result in a consolidation, whereby a new entity is established and the original companies are dissolved.
What is a shareholder agreement?
A shareholder agreement is a formal legal contract entered into by a company's shareholders, setting out their respective rights, duties, and obligations, as well as provisions governing the management and operation of the company.
What is a solvent liquidation?
A solvent liquidation, also known as a Members’ Voluntary Liquidation (MVL), is the formal process of voluntarily winding up a company that is able to satisfy all its debts in full within a specified period, typically within 12 months.
Is a joint venture the same as a partnership?
Not exactly. While a joint venture may utilize a partnership structure, it can also be organized as a corporation or operate based solely on a contract. Unlike partnerships, which typically govern ongoing business operations, joint ventures are generally limited to specific projects or defined timeframes.
Is a shareholder agreement legally binding?
Yes. A shareholder agreement constitutes a legally enforceable contract among the signatory shareholders.
Is it permissible for foreigners to own 100% of a BVI company?
The BVI legal framework allows for 100% foreign ownership of companies by individuals or corporate entities.
Is there a requirement for contracts to be governed by BVI law?
There is no legal requirement for contracts to be governed by BVI law. Parties may freely choose the applicable law for their contracts—including, for instance, English law or New York law—and BVI courts will generally respect the parties’ choice of law, provided it does not contravene public policy.
