This is one of our most popular packages with worldwide customers, and includes: -
The formation of a limited partnership usually takes as little as five to seven working days from the time that your application and payment are received by Coddan;
The registration your BVI offshore limited partnership from scratch using our registered agent & registered office address; and appoint your own candidates to the roles of a limited partner, and a general partner;
The government and initiation fees for registration are included in the price of this package;
The search for partnership name availability, confirmation, and reservation;
The preparation and submission of the partnership agreement of your partnership;
A local registered office address and a local registered agent for 12 months are included in the price of this package (our registered agent & office address service are charged annually);
To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as two to three days from the time of incorporation.
The following hard bound copy of corporate documents, will be posted to you upon formation of your offshore company: -
An original certificate of incorporation;
A hard bound copy of the partnership agreement;
The minutes of the first meeting of the board of partners;
A completed register of partners;
An elegant printed membership certificates;
A pliers seal.
Premier Package
£ 1,445
Annual Maintenance Fee £1,210
This is another one very popular package with worldwide customers, and includes: -
The formation of a limited partnership usually takes as little as five to seven working days from the time that your application and payment are received by Coddan;
The incorporation your BVI offshore limited partnership from scratch using our registered agent & registered office address, and appoint your own candidate to the role of a general partner;
The government and initiation fees for registration are included in the price of this package;
The search for a limited partnership name availability, confirmation, and reservation;
The preparation and submission of the partnership agreement;
A local registered office address and a local registered agent for 12 months are included in the price of this package (our registered agent & office address service are charged annually);
The provision of a nominee limited partner for one year is also included in the price of this package (our nominee limited partner service is charged annually);
To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as two to three days from the time of incorporation.
The following hard bound copy of corporate documents, will be posted to you upon formation of your offshore company: -
An original certificate of incorporation;
A hard bound copy of the partnership agreement;
The minutes of the first meeting of the board of partners;
A completed register of partners;
An elegant printed membership certificates;
A pliers seal;
The general power of attorney signed by a nominee limited partner (additional fee applies);
Pre-signed, undated resignation letter from a nominee limited partner;
The agreement for the provision of a nominee service and indemnification of nominee.
Deluxe Package
£ 1,805
Annual Maintenance Fee £1,570
This is our most popular package with international customers, and includes: -
The formation of a limited partnership usually takes as little as five to seven working days from the time that your application and payment are received by Coddan;
The registration your BVI offshore partnership from scratch using our registered agent & registered office address, and appoint our own candidates to the role of a nominee limited partner and a nominee general partner;
The government and initiation fees for incorporation are included in the price of this package;
The search for a limited partnership name availability, confirmation, and reservation;
The preparation and submission of the partnership agreement;
A local registered office address and a local registered agent for one year are included in the price of this package (our registered agent & office address service are charged annually);
The provision of a nominee limited partner for 12 months is included in the price of this package (our nominee limited partner service is charged annually);
The provision of a nominee general partner for 12 months is also included in the price of this package (our nominee general partner service is charged annually);
To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as two to three days from the time of incorporation.
The following hard bound copy of corporate documents, will be posted to you upon formation of your offshore partnership: -
An original certificate of incorporation;
A hard bound copy of the partnership agreement;
The minutes of the first meeting of the board of partners;
A completed register of partners;
An elegant printed membership certificates;
A pliers seal;
Pre-signed, undated letters of resignation from a nominee limited and general partners;
A general power of attorney signed by nominee partners (additional fee applies);
A declaration of trust from a nominee general partner;
An indemnity letter for the power of attorney;
A nominee agreement which provides for the indemnification of the nominees.
LP Start-Up: Legal Requirements
A limited partnership does not have a share capital.
A limited partnership in the British Virgin Islands can trade within the British Virgin Islands or own real estate in the jurisdiction of the British Virgin Islands.
The limited partnership is required to have a registered office address in the British Virgin Islands.
The limited partnership is required to have a registered agent in the British Virgin Islands.
At minimum, one limited partner must be appointed.
There is no maximum number of limited partners.
A limited partner can be of any nationality.
At minimum, one general partner must be appointed.
There is no maximum number of general partners.
A general partner can be of any nationality.
Both limited and general partners can be corporate bodies or private individuals.
Partners may be resident outside of the British Virgin Islands.
The names and addresses of partners are not available on the public record.
There is no requirement for appointing a resident partner.
The minimum paid in and issued capital may be just two membership certificates which is fully paid.
Membership authorised capital may be issued in any recognizable currency or in more than one recognizable currency.
A limited partnership's records and accounts do not have to be held nor filed with the BVI authorities.
ONLINE BVI LIABILITY PARTNERSHIP FORMATION & REGISTRATION: ESTABLISH MUTUAL FUND IN BVI, INCORPORATE A MUTUAL FUND OR PARTNERSHIP IN BRITISH VIRGIN ISLANDS, SETTING LIMITED PARTNERSHIP AND FOUNDATION OFFSHORE
The British Virgin Islands consists of five main islands and a collection of some sixty smaller islands located in the Caribbean. As a self-governed overseas territory of the United Kingdom, this English-speaking nation has political and legal traditions which closely follow those of the United Kingdom. The British Virgin Islands is one of the most stable and prosperous economies in the Caribbean, and is a beautiful tropical tourist destination. In fact, tourism and offshore services are two of the main industries supporting the economy of the British Virgin Islands.
The law of the British Virgin Islands is a combination of common law and statute, and is based heavily upon English law.
Law in the British Virgin Islands tends to be a combination of the very old and the very new. As a leading offshore financial centre, the BVI Territory has extremely modern statutes dealing with company law, insolvency, banking law, trust law, insurance and other related matters. However, in a number of areas of law, such as family law, the laws of the British Virgin Islands are based upon very old English laws, and can cause some difficulty in modern times. Other areas of law, such as international law, are essentially regulated externally through the Foreign and Commonwealth Office in London by Order-in-Council. A large body of the laws of the British Virgin Islands consists of the common law, which continually updates itself through judicial precedent in the Territory and in other common law countries.
The British Virgin Islands is a dependent territory of the United Kingdom. Although the local legislature and courts are independent from the United Kingdom, the British Government deals with all international relations on behalf of the Territory, although this may change in the near future in relation to ongoing constitutional negotiations (see below under Constitutional law - developments). The British Virgin Islands does not have a separate vote at the United Nations.
Starting Business in BVI - What We Can Do For You
1. Speedy incorporation procedures and simple ongoing administration. 2. No requirement to disclose beneficial owners; no requirement to file annual returns or financial statements; no requirement to hold annual general meetings of partners. 3. Full exemption from taxation on any business activity or transaction carried out outside BVI. 4. Contribution of the limited partner(s) can be in cash, property, or services. 5. A person may be both a general partner and a limited partner in the same partnership at the time. 6. The limited partner(s) can in the articles of partnership establish rights of priority inter se. 7. The limited partner(s) interest in the partnership can be assigned, unless otherwise provided for by the articles of partnership. 8. The accounting books of the partnership may be kept at the registered office of the company or abroad. 9. There are no minimum capital requirements or debt/equity ratios for partnerships formed under BVI Law. 10. Certificates of good standing for limited partnerships can be issued by the Registrar upon request.
Coddan is the firm with many years experience in assisting clients with offshore business formations in countries, such as the British Virgin Islands, Seychelles, Belize, and as well as with the formation of companies in USA (Delaware, New York, California, Florida, etc), offering in most circumstances the online offshore company incorporation. Our expert knowledge and extensive experience of setting-up of business and offshore companies' structures has made us possible to provide the professional, prompt, and efficient service.
Our team of consultants will be pleased to assist with your enquiries related to establishing and maintaining BVI offshore limited partnerships, tax-free mutual funds and or creating complex offshore corporate legal structures. On our web-site, you will find a number of useful tips and information, downloadable documents, which may help you to learn what to take into consideration when deciding among offshore limited partnerships, offshore mutual funds and other offshore business structures.
Our fully trained, experienced and efficient staff can help you start your own limited partnership in the BVI without the hassling, time-consuming and demanding aspects of paper work and red tape tangles. If you are seeking quality information and practical guidance to setting up and running your limited partnership or mutual fund in the British Virgin Islands, we can assist you and provide a higher standard of support and advice than any other offshore BVI business formation agency. Our expert team of professionals and consultants can get your tax-free company registered online directly from the ground up.
We understand that every individual organization has its own unique set of resources and circumstances which the offshore partnership structure needs to channel. The right partnership configuration can make the difference between achieving good and great results. If you are caught up in the maze of deciding the right type of business, allow us to help you out. We can provide you with the necessary assistant to help you set up your dream project of BVI offshore limited partnership, mutual foundation and BVI ship management and maritime limited partnership in just couple of days.
We provide different offshore incorporation packages with the different options depending on your business needs; each package offers the complete formation of a BVI limited partnership, which is usually ready to commence trading within couple of days. Our British Virgin Islands partnership registration packages offer the perfect results for those people who are taking the first step into the business or smaller companies whose budget won't stretch to bespoke business solutions, there are no dumbfounds and no hidden charges, - what you see is what you pay! We can also assist clients with the special needs or requirements, we could make a tailor made package that would suit your personal needs and wants. If you choose us as your offshore business service provider, you will almost immediately realise that our team of proficient advisors, is your own dedicated support team.
British Virgin Islands partnership registration documents submitted electronically, which allows us to offer you a timesaving service and eliminate the necessity to complete the paper forms, sign them by your company officers, and certify by a solicitor or notary public.
We are a limited partnership formation and mutual funds administration firm offers a comprehensive range of starting business solutions, corporate, legal, and tax advice. Since 1993, we have developed an excellent international reputation for providing the highest quality solutions and advice for our clients.
In addition, although most of offshore professionals have conventionally worked on an hourly basis, our main target is selling the amount of high-grade products and first-rate services than high-cost time. Where the scope of the work can be adequately specified, we keenly encourage alternative fixed-fee arrangements, or an applicable percentage (as the simplest example: from the legally tax-reductions).
If you would like a personal face-to-face consultation and dedicated help with your BVI offshore partnership or fund start-up, call us on +44 (0) 207.935.5171, or 033 0808-0089 to discuss your requirements and make an appointment with one of our consultants. A consultant will contact you at a pre-arranged appointment time to discuss your individual circumstances, as well as your suggestions in relation to your offshore BVI incorporation needs. Our project begins with a short meeting, where our advisors gather the information required to register an offshore company for each client. The result includes personal assistance with the order form submission.
If you have questions about legal aspects of your British Virgin Islands partnership or mutual fund incorporation application, you should speak to one of our consultants. We are very happy to provide a practical support, we have a team of professional business advisers and consultants who can support you to strengthen and grow your business. We can help if you need a qualified advice and guidance in any of the following areas: -
How to select the best BVI offshore business form;
How to start and register your own business in BVI jurisdiction;
How to get your British Virgin Island offshore partnership up and running;
Reasons to register a BVI limited partnership, or an offshore mutual fund;
How to establish a subsidiary company or a branch in the British Virgin Islands;
How to manage your already established a BVI limited partnership.
You will not be left on your own once you have started up an offshore partnership in the British Virgin Islands, we still are here to help you with any problems that you may face as you establish and grow your offshore business. Our advisers will answer any questions you may have and explain what you, or we, might do in your current circumstances. If necessary, you may return to us for further help as matters progress. Our team of full-time professional business advisers can guide you through the essential steps to launching your own offshore business. Please, take a note that we can have meetings with current of positional customers by appointment only.
If you do not need to get an advice or guidance how to register offshore partnership, you may simply place an order online with automatic e-mail confirmation, status updates, and e-mail notifications of filing status changes. Areas of our practice: -
Determination of the best offshore business structure for tax purposes;
Formation of partnerships in BVI (we can advise upon and assist with establishing of an offshore limited partnerships, offshore shipping and property management partnerships, royalty, patent, and offshore holding partnerships, etc.);
Assistance with the opening BVI offshore banking accounts, we are working closely with many offshore banks, such as HSBC, Scotia Bank PLC, First Caribbean Bank, Banco Popular, Barclays Bank PLC, First Caribbean International Bank, Banco Popular De Puerto Rico, Firstbank Virgin Islands, London International Bank and Trust Company Ltd, Rathbone Bank (BVI) Limited, the Bank of East Asia (BVI) Limited, VP Bank (BVI) Ltd;
We can also help with opening UK business bank accounts for your BVI offshore partnership or a mutual fund;
Provision of the registered office addresses and registered agent services;
Provision of the British Virgin Islands nominee partners;
Registering and licensing copyrights, BVI trademarks, design rights and patents;
BVI offshore partnerships corporate management;
Bookkeeping and preparation of management accounts;
Preparation and filling of statutory accounts;
Registration as a money service business;
Acquisition and transfer of ownership for new companies;
Amendment of company structure, shareholders and directors;
Transfer, disposal and acquisition of shares and assets;
Commercial contracts and agreements;
Intellectual property rights and IT related matters;
Restructuring finances, financial arrangements and documentation and funding agreements;
Voluntary striking-off, dissolution and restoration of partnerships to the register.
Our Experience in BVI Offshore Limited Partnership Incorporation
Economy
Premier
Deluxe
Our BVI offshore limited partnerships are formed as general trading partnerships. Because of their widely drawn partnership agreement, they are able to conduct most kinds of business. Starting from just £1,185, we offer a range of packages designed to suit the varying requirements of our customers. Our BVI limited partnership registration typically take from between five and seven days to effect, and include: our service charge, the government fee for incorporation, the first year's fees for a registered office address and registered agent are included in the price of this package. Upon formation of your BVI limited partnership, we will courier all of the partnership documents directly to you.
THE FOLLOWING UPGRADES CAN BE ADDED TO OUR ECONOMY PACKAGE:
1. Nominee limited partner service for 12 months - £260.00. 2. Nominee general partner service for 12 months - £360.00. 3. Opening a bank account from - £500.00. 4. Certificate of incumbency - £120.00. 5. Certificate of good standing - £100.00. 6. Certificate of tax exemption - £125.00. 7. A BVI domain name registration for two years - £120.00. 8. All documents notarised and apostilled - £125.00.
Our BVI offshore limited partnerships are formed as general trading partnerships. Because of their widely drawn partnership agreement, they are able to conduct most kinds of business. Starting from just £1,445, we offer a range of packages designed to suit the varying requirements of our customers. Our BVI partnership registration typically take from between five and seven days to effect, and include: our service charge, the government fee for incorporation, the first year's fees for a registered office address, registered agent and a nominee limited partner are included in the price of this package. Upon formation of your BVI partnership, we will courier all of the documents directly to you.
THE FOLLOWING UPGRADES CAN BE ADDED TO OUR PREMIER PACKAGE:
1. Nominee general partner service for 12 months - £360.00. 2. Opening a bank account from - £500.00. 3. Certificate of incumbency - £120.00. 4. Certificate of good standing - £100.00. 5. Certificate of tax exemption - £125.00. 6. A BVI domain name registration for two years - £120.00. 7. All documents notarised and apostilled - £125.00.
Our BVI offshore limited partnerships are formed as general trading partnerships. Because of their widely drawn partnership agreement, they are able to conduct most kinds of business. Starting from just £1,805, we offer a range of packages designed to suit the varying requirements of our customers. Our BVI partnership registration typically take from between five and seven days to effect, and include: our service charge, the government fee for incorporation, the first year's fees for a registered office address, registered agent, a nominee limited and a nominee general partners are included in the price of this package. Upon formation of your BVI partnership, we will courier all of the documents directly to you.
THE FOLLOWING UPGRADES CAN BE ADDED TO OUR DELUXE PACKAGE:
1. Opening a bank account from - £500.00. 2. Certificate of incumbency - £120.00. 3. Certificate of good standing - £100.00. 4. Certificate of tax exemption - £125.00. 5. A BVI domain name registration for two years - £120.00. 6. All documents notarised and apostilled - £125.00.
We guarantee accurate, confidential, personalised, and reliable services at highly competitive prices; we are a customer-oriented company, we value our consumers and offer comprehensive services to every one of them. We are fully aware of our client's needs and desires and try to make the process of our teamwork as comfortable as possible.
We can incorporate a BVI offshore partnership within a few days may help you with the opening of the corporate bank account operated by an offshore or UK based banks. This is exactly what you will get if you choose to incorporate with Coddan. We are the real company, not a dot co.uk or a bargain-basement internet company; our offshore knowledgebase and practical with thousands of registered companies, offshore trusts, and partnerships has shown us that many new business owners want the fastest and easiest route to get their new business started.
As you endeavour to manage the growth and overall success of your BVI offshore business, you will want to have a team of adviser with the focus on providing advice from start-ups to mature business issues to clients throughout the region. Coddan provides clients with continuing business advisory services and has specialists who understand the pressures facing offshore small businesses. Experienced business consultants ensure clients get practical and adventitious advice.
Coddan' team supplies a wide variety of hands on business help that is personalised to your requirements and extremely useful. Our services are earmarked to meet the needs of offshore business entrepreneurs, with a solid reputation in delivering bespoke solutions to small and medium-size businesses there is no better team of advisers to have on your side.
Our organisation specialises in the intricate field of a BVI offshore limited partnership's formation, incorporation of British Virgin Islands offshore business structures and their management in eighteen low-tax or zero-tax countries. Furthermore, our consultants are competent to advice how to select the best type of business for incorporation, and register your offshore general trading, shipping or holding partnership. We may assist to register a BVI property management, or intellectual property management partnerships. Our local lawyers and accountants are the best in their field, carefully selected for their professional ability, reliability, and integrity. Therefore, there is no need for you to spend hour after hour mastering the main regulating law, scaling bulk of paperwork or trying to recruit people that you can trust - we have already done that for you!
Coddan is a professional company which has been servicing the UK and international community with a diverse range of top quality of British Virgin Islands offshore corporate structures incorporation and management services for many years. We incorporate BVI companies, limited partnerships, joint-venture entities, offshore trusts and mutual funds. We provide the first-rate business support services (BVI corporate and private offshore bank accounts, business and tax planning, reviewing and updating company' constitutional documents, preparation minutes of meetings and directors or/and shareholders resolutions, etc.).
We do not hide any fees from our consumers, because price transparency is essential to us. Our service' fees and offshore business filings fees are provided to our customers upfront. Our BVI online filing makes the ordering and incorporating processes easy and convenient, Coddan is an industry leader in online offshore limited partnership incorporation and corporate documents processing. With our passion for service and client success, we strive to make Coddan the preferred choice of the small business start-up and new business offshore formation facilities market. We are able to offer a full range of business registration services to business starters or existent business owners; we can undertake most types of corporate management related work.
Call us and speak with one of our knowledgeable advisor. There is no cost or obligation, let us help you to start a new BVI business offshore. We will be pleased to discuss your plans, requirements and suggestions, and to help you understand how the incorporation process works. Professionals answer our phone lines during business hours, not by an answering machine. We appreciate the value of your time and understand that the real person cannot be replaced by a contemporary technology. This is especially true when it comes to make an important business decision and where interaction and multiple views are essential. When you call to request an appointment with our advisors, the receptionist will ask you series of questions to qualify the appointment. We are continually enhancing our services to better assist our clients and meet their needs.
Guide Regarding Initial Consultations
Please take the note, that the initial or further consultation fee for incorporation of an offshore company is not included in the price of our offshore companies formation packages. Coddan is happy to help you find answers to any general question you may have regarding the offshore companies formation. We ask that you send your initial inquiries via e-mail if you have a specific question. However, generally, a large volume of e-mail's or phone calls does impede us from completing work for our existing clients.
You will generally get the most value from our communications if, before e-mailing or calling, you review the information on our website carefully towards answering your question(s). Many of your basic questions can be efficiently answered by searching our website using the search on the left toolbar, and by the LiveChat. After getting your basic questions answered through our website, you will have enough time to ask us more detailed questions, possibly more relevant to your unique situation.
Coddan promptly responds to e-mails regarding the firm's current lead-time and ability to accept new clients. Although we make every attempt to provide free information online to answer all your questions about most common situations, you may have more detailed questions.
Due to our high-volume practice, before contacting us by phone, it is less burdensome on our workload if you e-mail us your question(s). Generally, we will respond to your e-mail questions in a timely manner; however at times, our heavy caseload may delay our response time somewhat. The vast majority of the time, the combination of our free online information and e-mail response will efficiently answer your questions. If the combination of our online resources and e-mail or LiveChat interaction are not efficient towards answering your questions and/or resolving any concerns, and if the cost of the services you are interested will be at least £125.00, then we will setup a time that a Coddan offshore business practitioner will be available for a meeting to quickly resolve your general questions.
If this informational call is less than 10 minutes long, then there is no charge for our time. Thereafter, if your questions have not been resolved, then you may want to arrange an initial consultation with a Coddan offshore business practitioner who can evaluate your unique situation in more detail.
The cost of our initial consultation depends on the category of service you seek. Our services can be grouped into are two general categories, each having its respective consultation costs as follows: -
Flat-fee services under £2,000 - £125.00 per hour.
Services over £2,000 - £100.00 per hour.
Once we understand the nature of your project and your needs, we will be glad to give you a fixed fee proposal. If a written report is required, there is an additional fee of £125.00 to £250.00.
Please note that Coddan does not respond to e-mail's or conduct telephone consultations unless you provide your verifiable full name, address, telephone number, and e-mail address. Coddan cannot respond to anonymous inquiries. Request a private consultation now:Click here to apply for a consultation to incorporate offshore partnership in BVI (please use the form if you are serious about choosing a British Virgin Islands offshore incorporation plan and being enrolled)
Partnership Formation Service
Offshore jurisdictions are often associated with large corporations and millionaires, but are in fact extremely well suited for small and medium businesses and individuals. Offshore companies adhere to the laws and regulations of the country in which they are situated. Coddan can help you set up a BVI offshore limited partnership in a very cost effective yet efficient manner and help you fully understand the many nuances associated with each offshore jurisdiction. Our services are completely legal and include the creation of various types of offshore business and trust vehicles for reasons like international trading, intellectual property activities, securities and property holding and financial and estate planning through trusts. Our focus is to integrate and combine various estate planning processes into an estate plan with sensible asset protection components. When used in connection with an offshore trust, an offshore partnership can become a very effective international financial or estate planning structure. Coddan helps you set up all major offshore structures such as partnerships, companies, trusts, foundations, bank accounts, giving you full freedom, security & confidentiality within the legal framework. We cater to the needs of both individual and professional clients all across the globe. We can help you with: -
BVI offshore partnership registration services
Guidance and support in the smooth functioning of the business structure
Maintenance of the registration
Special licensing applications
Specialist advisory on business & tax issues
Provision of company management & administration services
Preparation of corporate documentation, etc.
Provision of the registered address, agent and residing secretary
Provision of company management and administration services
Offshore BVI bank account introductions
BVI Mail forwarding
Preparation of corporate documentation
General administration
We are agile in business formation, integrating and influencing offshore business entities with new or already present asset-protection structures in all major offshore jurisdictions. Coddan CPM LTD grants you privacy and security, and wishes you success in your new venture. A meeting with one of our consultants is all that's required to start your offshore incorporation process.
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The Advantages of the British Virgin Islands
The British Virgin Islands is an attractive offshore location which boasts a stable government and a good history as an effective location for offshore activities. Partnerships in the British Virgin Islands are not subject to any tax in the British Virgin Islands. In addition to the tax advantages, the British Virgin Islands is an inexpensive jurisdiction, the government is responsive to the needs of business, legislation is uncomplicated and flexible, and there are a wide range of professional services available. The fact that it is an English-speaking country makes communication with local agents and providers simple. It is also an attractive holiday destination with an international airport.
The British Virgin Islands has almost no taxation. Although there is technically income tax in the British Virgin Islands, the effective rate is zero. There is no capital gains tax, gift tax, sales tax, value added tax or inheritance tax. The only real tax burdens imposed in the jurisdiction are: -
Payroll tax on employees within the BVI Territory;
Stamp duty, which usually only applies to transfers of land, and transfers of shares in companies which own land;
Customs import duty;
Land tax and house tax;
EU withholding tax on interest payments to individuals resident in the EU who have not elected to exchange information;
Various minor ancillary taxes and permit fees;
The British Virgin Islands generally appears on most lists of recognised tax havens.
Limited Partnership Formation Options in the British Virgin Islands
Although the majority of formations intended to be used for offshore purposes in the British Virgin Islands take the form of an international business company, limited partnerships are also a popular option. There are two types of limited partnerships available: - 1. International limited partnerships, which are tax-exempt but barred from local business; 2. Local limited partnerships, which may transact local business but are not tax-exempt.
Otherwise, the two types of limited liability partnership are formed, and operate in much the same way.
Unlike international business companies, limited liability partnerships are generally customized to suit the preferences of the involved parties in advance, in particular: the respective profit and distribution entitlements of the general and limited partners, and the contribution requirements and respective roles and functions of the partners.
If you are interested in forming an international business company in the British Virgin Islands, please visit our BVI Offshore Business Companies web page.
Our British Virgin Islands' Limited Partnership Registration Service
The plethora of international laws and business structures makes choosing a jurisdiction and company structure an extremely complex decision. If you are unsure of the best course of action for your business, Coddan can advise you on the best location and type of offshore entity, and can tailor a solution to your needs. If you wish to retain Coddan in a professional capacity, you can apply for an initial consultation appointment by following the link below. Book an initial consultation:Click here to apply for a consultation to register an offshore limited partnership in BVI (please use the form if you are serious about choosing a BVI offshore partnership registration plan and being enrolled)
BVI Limited Liability Partnerships
A limited liability partnership operates in much the same way as a general partnership. The main difference is that, in addition to general partners, a limited liability partnership has limited partners.
A limited liability partnership formed in the British Virgin Islands overcomes two perennial problems associated with traditional partnerships whose liability is not limited: mutual agency of a partnership leading to joint and severable liability between the partners and, unlimited liability of individual partners exposing their own wealth and personal assets to the same risks borne by the partnership assets. The British Virgin Islands' limited partnership creates a separate legal entity able to conduct business and, as with a corporation with limited liability, shield the extent of any personal liability limited partners may have to third parties or inter se.
In order to register a limited liability partnership in the British Virgin Islands, there must be, at minimum, two different individual or corporate partners, and there must be at least one general partner and one limited partner.
Provided that there are at least two different partners, a partner of a limited liability partnership in the British Virgin Islands may act as both a general and a limited partner; although this is legally possible, there are obvious liability consequences for anyone acting as both types of partner.
It is also a statutory requirement in the British Virgin Islands that the partnership have a local registered office address, and a local registered agent.
The Difference Between Limited Partners and General Partners
General Partner - a general partner is responsible for the management of the partnership and benefits form a pre-defined proportion of the profits. The general members of a partnership are subject to joint and several liabilities for the debts of the partnership: their liability is unlimited.
Limited Partner - a limited partner has no management authority, and the amount of their maximum liability for debts incurred by the partnership is limited to the amount of their registered capital contributions. The limited partners are paid the equivalent of a dividend on their investment, the amount of which is pre-arranged and codified within the partnership agreement.
In order to retain the status of a limited partner, such a member must not become involved in the management of the partnership; if they do so, they will be legally deemed to be fully liable.
Advantages of an International Limited Partnership in the British Virgin Islands
The key advantages of an international limited liability partnership in the British Virgin Islands are as follows: -
The partnership is not subject to any income, capital, or stamp tax in the British Virgin Islands;
Provided that there are, at minimum, two partners, a partner may act as both a general and limited partner;
There is no minimum capital requirement for a limited liability partnership;
There is no requirement for the members to be resident of the British Virgin Islands;
Contributions of a limited partner can take the form of cash, property, or services;
The interest of a limited partner is assignable.
In order for the limited partnership to be tax exempt in the British Virgin Islands, it may not conduct business with any persons resident in the British Virgin Islands (with the exception of the use of local professional services: lawyers, banks, accountants, investment advisers, administration companies, trust companies, et cetera). Nor may it own property, nor an interest in real estate in the British Virgin Islands (with the exception of leasing office space).
Uses of an International Limited Partnership in the BVI
In addition to being easy to establish and maintain with low reporting requirements, offshore limited liability partnerships are attractive because they provide a high degree of anonymity, and are subject to no local taxes. They are generally used in the following ways: -
For asset protection;
As a mutual funds vehicle;
For general investment;
In succession planning;
For real estate holding;
As a pass through entity for tax treatment;
For joint venture business;
As specialist investment holding entities (i.e. film rights) ;
As an entity for professional practitioners.
A limited liability partnership in the British Virgin Island may not be used for any of the following: -
To conduct a banking business;
To conduct a trust business;
To conduct any form of insurance business;
To conduct a property management business (unless it is licensed, or is exempt from being licensed, under the Company Management Act).
Coddan offers three packages which are designed to meet the varying needs of our clients. All of our packages include a local registered agent and a local registered office address in the British Virgin Islands, both of which are statutory requirements. Our Economy package is perfect for those wishing to form a partnership with their own members.
If you do not have the requisite minimum members, or if you prefer to maintain a level of anonymity for legitimate business reasons, our Premier and Deluxe packages are the perfect solution. With our Premier package, Coddan will act as a nominee limited partner for your partnership allowing the beneficial limited partner's name to be left off the public record. In addition to a nominee limited partner, our Deluxe package includes a nominee general partner for your partnership, which means that neither the beneficial limited partner's, nor the beneficial general partner's details will appear on the public record. Because the statutory requirements dictate that there must be at least one limited partner and one general partner, our Deluxe package may be used to meet all of the statutory requirements for a limited partnership in the British Virgin Islands.
Economy Limited Partnership Creation Package for Just £1,185
The Economy limited partnership package is a fast and easy offshore option. It is ideal for small to medium businesses who wish to appoint their own members. It includes: -
The registration your offshore limited partnership from scratch using our registered agent & registered office address, and appoint your own candidates to the roles of a general and limited partners;
The government and initiation fees for incorporation are included in the price of this package;
The search for limited partnership name availability, conformation, and reservation;
The preparation and submission of the partnership agreement of your partnership;
A local registered office address and a local registered agent (both of which are statutory requirements in the British Virgin Islands) for 12 months are included in the price of this package (our registered agent & office address service are charged annually);
The formation of a limited partnership usually takes as little as two to five working days from the time that your application and payment are received by Coddan;
To receive an original of the certificate of registration from the Companies Registrar usually takes as little as two to three days from the time of incorporation.
The following hard bound copy of corporate documents will be posted to you upon formation of your offshore limited partnership: -
The original certificate of registration;
A bound copy of the partnership agreement of your limited partnership;
The minutes of the first meeting of the board of partners;
A completed register of partners;
Membership certificates;
Limited partnership seal.
All of the documents included in this package are sent directly to you by courier.
This option allows you to immediately appoint your own limited and general partners. Upon registration these appointees will be recorded as the original company officers. A myriad of equity or debt financing options are available to partnerships that are registered in a person's name where that person is responsible for the operations of the company.
This package also includes the first year's fees for a local registered office address and a local registered agent, both of which are statutory requirements in the British Virgin Islands. The yearly renewal fee for this package is £950.00, which includes the cost of the BVI Government renewal license fee, the provision of a local registered office address and a registered agent. If your limited partnership has been struck off, additional reinstatement fees will be charged by the registered agent and b the British Virgin Islands Companies Registry Office.
Different types of entity require different combinations of officers; a limited partnership in the British Virgin Islands must have at least one limited partner and one general partner. If you do not have the requisite officers, or if you wish to protect your privacy, you can use our nominee officer services.
The Economy package can be upgraded with the addition of many complementary services, including: commercial and investment banking introductions, management services, registration of shipping vessels, administrative services, domain name registration, additional sets of corporate documents, nominee officer services, book keeping and accounting services, notarisation and apostille certification services. Order the BVI Economy limited partnership package:Economy BVI offshore limited partnership package £1,185 (incorporation, government taxes and government fees are included).
Premier BVI Limited Partnership Formation Package for Just £1,445
The Premier limited partnership package is a fast and easy offshore option. It is ideal for small to medium businesses who wish to appoint a nominee limited partner in order to maintain anonymity. It includes: -
The registration your offshore limited partnership from scratch using our registered agent & registered office address, appoint our candidate to the role of the nominee limited partner & appoint your own candidate to the role of general partner;
The government and initiation fees for incorporation are included in the price of this package;
The search for limited partnership name availability, conformation, and reservation;
The preparation and submission of the partnership agreement of your limited partnership;
A local registered office address and a local registered agent (both of which are statutory requirements in the British Virgin Islands) for 12 months are included in the price of this package (our registered agent & office address service are charged annually);
The provision of a nominee limited partner for 12 months is also included in the price of this package (our nominee partner service is charged annually);
The formation of a limited partnership usually takes as little as two to five working days from the time that your application and payment are received by Coddan;
To receive an original of the certificate of registration from the Companies Registrar usually takes as little as two to three days from the time of incorporation.
The following hard bound copy of corporate documents will be posted to you upon formation of your offshore limited partnership: -
The original certificate of registration;
A bound copy of the partnership agreement of your partnership;
The minutes of the first meeting of the board of partners;
A completed register of partners;
Membership certificates;
Limited partnership seal;
The general power of attorney signed by nominee limited partner;
Pre-signed, undated resignation letter from nominee limited partner;
The agreement for the provision of nominee service and indemnification of nominee.
All of the documents included in this package are sent directly to you by courier.
By using the nominee limited partner that is included in this package, you can protect your privacy by not having your name listed as a limited partner. You will retain full control and ownership of the membership by virtue of a special agreement between Coddan and yourself.
This package also includes the first year's fees for a local registered office address and a local registered agent, both of which are statutory requirements in the British Virgin Islands. The yearly renewal fee for this package is £1,210, which includes the cost of the BVI Government renewal license fee, the provision of a local registered office address, a registered agent, and a nominee limited partner.
Different types of entity require different combinations of officers; a limited partnership in the British Virgin Islands must have at least one limited partner and one general partner. If you do not have the requisite officers, or if you wish to further protect your privacy, you can use our nominee officer services.
The Premier package can be upgraded with the addition of many complementary services, including: commercial and investment banking introductions, management services, registration of shipping vessels, administrative services, domain name registration, additional sets of corporate documents, nominee officer services, bookkeeping and accounting services, notarisation and apostille legislation services. Order the BVI Premier offshore limited partnership package: Premier BVI offshore limited partnership package £1,445 (incorporation, government taxes and government fees are included).
Deluxe BVI Limited Partnership Incorporation Package for Just £1,805
The Deluxe limited partnership package is a fast and easy offshore option. It is ideal for small to medium businesses who wish to appoint a nominee limited partner and a nominee general partner in order to maintain anonymity. It includes: -
The registration your offshore limited partnership from scratch using our registered agent & registered office address, and appoint our own candidates to the role of a nominee limited and general partners;
The government and initiation fees for incorporation are included in the price of this package;
The search for limited partnership name availability, conformation, and reservation;
The preparation and submission of the partnership agreement of your limited partnership;
A local registered office address and a local registered agent (both of which are statutory requirements in the British Virgin Islands) for 12 months are included in the price of this package (our registered agent & office address service are charged annually);
The provision of a nominee limited partner for 12 months is included in the price of this package (our nominee partner service is charged annually);
The provision of a nominee general partner for 12 months is also included in the price of this package (our nominee general partner service is charged annually);
The formation of a limited partnership usually takes as little as two to five working days from the time that your application and payment are received by Coddan;
To receive an original of the certificate of registration from the Companies Registrar usually takes as little as two to three days from the time of incorporation.
The following hard bound copy of corporate documents will be posted to you upon formation of your offshore partnership: -
The original certificate of registration;
A bound copy of the partnership agreement of your partnership;
The minutes of the first meeting of the board of partners;
A completed register of partners;
Membership certificates;
Limited partnership seal;
Pre-signed, undated letters of resignation from the nominee limited partner and nominee general partner;
A general power of attorney signed by the nominee partners;
A declaration of trust from the nominee partners;
An indemnity letter for the power of attorney;
A nominee agreement which provides for the indemnification of the nominees.
All of the documents included in this package are sent directly to you by courier.
By using the nominee limited partner, and nominee general partner services that are included in this package, you can protect your privacy by not having your name listed on the public record as either a limited partner or general partner. You will retain full control and ownership of the memberships by virtue of a special agreement between Coddan and yourself.
This package also includes the first year's fees for a local registered office address and a local registered agent, both of which are statutory requirements in the British Virgin Islands. The yearly renewal fee for this package is £1,570 which includes the cost of the BVI Government renewal license fee, the provision of a local registered office address, a registered agent, a nominee limited partner, and a nominee general partner.
Different types of entity require different combinations of officers; a limited partnership in the British Virgin Islands must have at least one limited partner and one general partner; the Premier package provides all that you need to meet the statutory requirements for a limited liability partnership in the British Virgin Islands
The Deluxe package can be upgraded with the addition of many complementary services, including: commercial and investment banking introductions, management services, registration of shipping vessels, administrative services, domain name registration, additional sets of corporate documents, nominee officer services, bookkeeping and accounting services, notarisation and apostille legalisation services. Order the Deluxe BVI tax-exempt limited partnership package: Deluxe BVI limited partnership package £1,805 (incorporation, government taxes and government fees are included).
Offshore Banking in BVI - Opening an Offshore Bank Account in BVI
Access and manage offshore business accounts anywhere anytime without leaving your home or office. All BVI banks with whom we work provide you with a complete solution to real time Internet banking in a highly effective and secured environment.
Control your business finances, access real time account information, pay bills online, increase efficiency and lower operating costs with minimal risks and complications. Take full advantage of your investment in technology.
An offshore BVI international bank accounts enable BVI offshore limited partnership owners to manage their finances wherever they are in the world. These accounts are tax-free and not subject to currency controls. Accounts are available to both personal and corporate clients in US Dollars, Canadian Dollars, Pounds and Euros.
Most of BVI offshore banks provide a full range of Belize offshore banking services including: -
Euro, US and Canadian Dollars, Pounds & other foreign currency bank accounts;
Minimum deposit of US$ 1,000 (or currency equivalent) to open accounts should be maintained at all times;
Overdraft available upon request (refer to Credit).
Our BVI offshore banking introductory services include an account application package, support with completing documents, and revision of the necessary documentation before we send them to the Bank. For further information, please contact us at info@ukincorp.co.uk or call 0 800.081.1510, or +44 (0) 207.935.5171.
Our BVI Related and Post-Incorporation Services
Partnerships require ongoing maintenance and must meet certain local reporting and statutory requirements, although these are generally less rigorous for offshore partnerships, they still exist. There are additional difficulties for those who do not have a relationship with an offshore jurisdiction and are uninitiated to the law and practicalities of an offshore location.
Offshore corporate and investment banking introductions;
A registered office address service;
A registered agent service;
Management services;
Registration of shipping vessels;
Administrative services;
Accounting and bookkeeping services;
BVI Notary and apostille certification services
You can order most of these services at the same time as you order your British Virgin Island limited liability partnership. If you require any other services or assistance, contact us via our online query form.
Ready-made British Virgin Island Companies
Coddan holds a stock of ready-made British Virgin Island companies. Ready-made companies are useful in a variety of situations; where, for example, you do not have time to wait for the formation of an international limited liability partnership in the British Virgin Islands, or where you need an aged company in order to bid on contracts or to create the impression of business longevity. You can purchase a ready-made company and have its ownership transferred to you within hours. You may use this link to select a ready-made company:Click here to check the list of BVI offshore ready-made companies
Additional Information About Limited Partnerships in BVI
What follows is additional information pertaining to limited liability partnerships in the British Virgin Islands, which is organised under the following headings: -
The BVI partnership agreement shall include: the firm name, the objects and purposes for which the partnership is established, the address of the registered office of the partnership in the territory, the name and address of the registered agent of the partnership in the territory, the full name of each of the general partners and their respective addresses, the term (if any) for which the partnership is to exist, a statement that the partnership is limited, a statement that every partner not named as a general partner in the partnership agreement is a limited partner, and such other information, if any, as the registered agent shall be instructed to include in the memorandum by the provisions of the articles.
The partnership agreement shall be subscribed by the registered agent named in the partnership agreement in the presence of another person who shall sign his name as a witness.
Where a change is made, or a change occurs, or with respect to any of the details set forth, in the partnership agreement registered with the Registrar, the limited liability partnership shall cause a supplementary memorandum to be submitted to the Registrar. The Registrar shall, upon payment of the prescribed fee, register each supplementary partnership agreement submitted pursuant to this section, and shall issue a certificate of amendment which shall set forth particulars of the amendment.
Certificate of Limited Partnership
Upon payment of the prescribed fee, the Registrar shall register each memorandum of partnership submitted and shall issue a certificate of limited partnership under his hand and seal, which certifies that the partnership is formed in the territory as a local limited liability partnership, or as an international limited liability partnership, as the case may be. Upon the issue by the Registrar of a certificate of limited partnership, the partnership is, from the date shown on the certificate of limited partnership, a limited liability partnership known under the name contained in the memorandum.
Issued by the Registrar, the certificate of limited partnership of a limited liability partnership formed under the Partnership Act is prima facie evidence of compliance with all of the requirements of the Partnership Act with respect to the formation of a limited liability partnership, or of the amendment of the memorandum and articles of partnership.
The Name of the Limited Partnership
The name of each limited partnership formed under the Partnership Act shall have at its end the words "Limited Partnership" or the abbreviation "L.P.".
The name of a limited partner shall not appear in the name of the limited partnership, unless it is also the name of a general partner, or unless, prior to the time when the limited partner became a limited partner the business had been carried on under a name in which the name of the limited partner appeared.
A limited partner whose name appears in the name of a BVI limited partnership, contrary to the provisions of Subsection 2 of the Partnership Act, is liable as a general partner to partnership creditors who extend credit to the partnership without actual knowledge that he is not a general partner.
No limited partnership shall be formed under the Partnership Act with a name which is identical, or so nearly resembles the name as to be calculated to deceive, except where the partnership or company already registered gives its consent, to any partnership already registered under said Act, or with a name that is identical to any entity already formed under the International Business Companies Act, or under the Companies Act, or under the Limited Life Companies Act, or under the Business Names Registration Act.
Moreover, a limited partnership shall not be formed under the Partnership Act with a name which contains the words "Assurance", "Bank", "Chartered", "Cooperative", "Imperial", "Insurance", "Municipal", "Royal", "Trust", "Trustee", or a word or abbreviation conveying a similar meaning, or any other word or abbreviation that, in the opinion of the Registrar, suggests or is calculated to suggest, the patronage of Her Majesty or that of a member of the Royal Family, a connection with Her Majesty' s Government or a department thereof, or a connection with a municipality or other local authority or with a society or body incorporated by Royal Charter, except with the approval of the Registrar in writing.
A limited partnership may amend its memorandum to change its name. If a limited partnership formed under a name that is identical with a name under which a limited partnership in existence under BVI Partnership Act is formed or under which a company in existence was incorporated under the International Business Companies Act or registered under the Companies Act, or so nearly resembles the name as to be calculated to deceive, the Registrar may, without the consent of the limited partnership in existence, give notice to the last registered limited partnership to change its name and if it fails to do so within 60 days from the date of the notice, the Registrar shall amend the memorandum to change its name to such name as the Registrar deems appropriate, and the Registrar shall publish notice of the change in the Gazette.
A change of name does not affect any right or obligation of a limited partnership, or render defective any legal proceedings by or against a limited partnership, and all legal proceedings that have been commenced against a limited partnership in its former name may be continued against it in its new name.
Liability of a Limited Partner to Third Parties
A limited partner is not liable for the obligations of a limited partnership unless he is also a general partner, or, in addition to the exercise of his rights and powers as a limited partner, he participates in the control of the partnership business and, if the limited partner participates in the control of partnership business, he is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner's conduct, that the limited partner is a general partner.
A limited partner shall not be deemed to participate in the control of the partnership business within the meaning of the subsection above by virtue of their possessing, or, regardless of whether or not the limited partner has the rights or powers, exercising or attempting to exercise one or more of the following rights or powers having, or, regardless of whether or not the limited partner has the rights or powers, acting or attempting to act in one or more of the following capacities: -
- To be an independent contractor for, or to transact business with, including being a contractor for, or to be an agent or employee of, the limited partnership or a general partner.
- To be a limited partner of a partnership that is a general partner of the limited partnership, or to be a trustee, administrator, executor, custodian or other fiduciary or beneficiary of an estate or trust which is a general partner, or to be a trustee, officer, advisor, stockholder or beneficiary of a business trust which is a general partner, or to be a member, manager agent or employee of a limited liability company which is a general partner.
- To consult with or advise a general partner with respect to any matter, including the business of the limited partnership.
- To act as surety, guarantor or endorser for the limited partnership or a general partner, to guarantee or assume one or more obligations of the limited partnership or a general partner.
- To borrow money from the limited partnership or a general partner, to lend money to the limited partnership or a general partner, or to provide collateral for the limited partnership or a general partner.
- To call, request, or attend or participate at a meeting of the partners or the limited partners.
- To wind up a limited partnership pursuant to BVI Partnership Act.
- To take any action required or permitted by law to bring, pursue or settle or otherwise terminate a derivative action in the right of the limited partnership.
- To serve on a committee of the limited partnership or the limited partners or to appoint, elect or otherwise participate in the choice of a representative or another person to serve on any such committee, and to act as a member of any such committee directly or by or through any such representative or other person.
- To act or cause the taking or refraining from the taking of any action, including by proposing, approving, consenting or disapproving by voting or otherwise, with respect to one or more of the following matters: the dissolution and winding up of the limited partnership or an election to continue the limited partnership or an election to continue the business of the limited partnership; the sale, exchange, lease, mortgage, assignment, pledge or other transfer of, or granting of a security interest in, any asset or assets of the limited partnership; the incurrence, renewal, refinancing or payment or other discharge of indebtedness by the limited partnership; a change in the nature of the business; the admission, removal or retention of a general partner; the admission, removal or retention of a limited partner; a transaction or other matter involving an actual or potential conflict of interest; an amendment to the memorandum or articles of partnership; the merger or consolidation of a limited partnership; the making of or calling for or the making of other determinations in connection with contributions; the indemnification of any partner or other person; or such other matters as are stated in the memorandum of partnership or in any written agreement.
- To serve on the board of directors or a committee of, to consult with or advise, to be an officer, director, stockholder, partner (other than a partner of a general partner of the limited partnership), member, manager, trustee, agent or employee of, or to be a fiduciary or contractor for, any person in which the limited partnership has an interest or any person providing management, consulting, advisory, custody or other services or products for, to or on behalf of, or otherwise having a business or other relationship with, the limited partnership or a general partner of the limited partnership; or any right or power granted or permitted to limited partners under Partnership Act and not specifically enumerated in this subsection.
The list of powers and capacities shall not be construed as exclusive or as indicating that any other powers possessed or exercised or any other capacities held or acted in by a limited partner shall be sufficient to cause the limited partner to be deemed to take part in the control of the partnership business within the meaning of Subsection 1 of Partnership Act.
Rights, Powers and Liabilities of a General Partner
A general partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners, except that without the written consent or ratification of the specific act by all the limited partners, a general partner or all the general partners have no authority to do any one or more of the following: to act in contravention of the articles, to act in any way which would make it impossible to carry on the ordinary business of the partnership, to enter a judgement against the partnership, to possess partnership property, or assign their rights in specific partnership property for other than a partnership purpose, to admit a person as a general partner, unless the right so to do is given in the articles, or continue the business with partnership property on the death, retirement, bankruptcy or incapacity of a general partner, unless the right so to do is given in the articles.
Rights of a Limited Partner
A limited partner shall have the same rights as a general partner to: inspect at all times and to copy any of the partnership books, receive on demand any true and full information pertaining to, or affecting the partnership, and a formal account of partnership affairs whenever circumstances render it just and reasonable, and subject to any limitation set forth in the articles, apply to the court for an order that the partnership be dissolved and wound up.
A limited partner shall have the right to receive a share of the profits or other compensation by way of income, and to the return of his contribution as provided in Sections 71 and 78 of the Partnership Act.
Being Both a General Partner and a Limited Partner
A person may be a general partner and a limited partner in the same partnership at the same time. A person who is a general partner, and also at the same time a limited partner, shall have all the rights and powers and be subject to all the restrictions of a general partner, except that in respect to his contribution he shall have the rights against the other partners which he would have had if he were not also a general partner.
Liability of a Limited Partner to the Partnership
A limited partner is liable to the partnership: for the difference between their contribution as actually made and that stated in the articles as having been made, and for any unpaid contribution which they agreed in the articles to make in the future at the time and on the conditions stated in the articles.
A limited partner holds as trustee for the partnership: specific property stated in the articles as contributed by them but which was not contributed or which has been wrongfully returned, and money or other property wrongfully paid or conveyed to them on account of their contribution.
The liabilities of a limited partner as set forth in this section can be waived or compromised only by the consent of all partners, but a waiver or compromise shall not affect the right of a creditor of a partnership who extended credit or whose claim arose before an amendment of the articles to enforce such liabilities.
Death of Limited Partner
On the death of a limited partner, his executor or administrator shall have all the rights of a limited partner for the purpose of settling their estate and such power as the deceased had to constitute his assignee a substituted limited partner. The estate of a deceased limited partner shall be liable for all their liabilities as a limited partner.
Books and Records
A limited partnership formed under BVI Partnership Act shall keep such accounts and records as the partners consider necessary or desirable in order to reflect the financial position of the limited partnership.
BVI Registered Office
A limited partnership shall at all times have a registered office in the territory which shall be maintained by the limited partnership or its registered agent.
BVI Registered Agent
A limited partnership shall at all times have a registered agent in the territory. No person shall be a registered agent of a limited partnership unless they are so registered pursuant to the Company Management Act, 1990, or under the Banks and Trust Companies Act, with the exception that the registered agent of a local limited partnership may be one of its general partners.
Conducting Local Business
An international limited partnership shall not be treated as carrying on business with persons resident in the territory by reason only that: it transacts banking business in the territory with or through a bank licensed under the Banks and Trust Companies Act; it makes or maintains professional contact with solicitors, barristers, accountants, bookkeepers, trust companies, administration companies, investment advisers or other similar persons carrying on business within the territory; it prepares or maintains books and records within the territory; it holds, within the territory, meetings of its partners; it holds a lease of property for use as an office from which to communicate with partners or where books and records of the partnership are prepared or maintained; it holds shares, debt obligations or other securities in a company incorporated under the International Business Companies Act; or any person resident in the territory or any company registered under the BVI Companies Act or incorporated under the International Business Companies Act is one of its partners.
Notwithstanding anything to the contrary in the Partnership Act and in the Company Management Act, an international limited partnership: may serve as a general partner of another international limited partnership; may hold, within the territory, meetings of its partners, managers or advisers.
BVI Mutual Funds Formation
A mutual fund is a form of collective investment that pools money from many investors and invests the money in stocks, bonds, short-term money market instruments, and/or other securities. In a mutual fund, the fund manager trades the fund's underlying securities, realizing capital gains or loss, and collects the dividend or interest income. The investment proceeds are then passed along to the individual investors. The value of a share of the mutual fund, known as the net asset value (NAV), is calculated daily based on the total value of the fund divided by the number of shares purchased by investors.
In recent years, mutual funds have become the largest growth sector in the investment industry worldwide; for an investment professional, a mutual fund is a vehicle that enables more efficient use of existing research and investment expertise and resources. It is an additional product to market to one's clients.
A properly structured offshore fund offers a number of features that distinguish it from a traditional mutual fund: -
A lower level of regulation makes it easier to establish and administer the funds. Consequently, formation and operating costs are significantly reduced. Lower costs means funds can be offered at zero or low load and with competitive management fees from the investor's point of view.
Furthermore, greater flexibility is generally available, in terms of both fund structure and the investment portfolio.
Tax exempt status in the offshore jurisdiction enables the fund to reinvest taxes on profits and gains that would otherwise be payable in high tax jurisdictions, without the need to obtain investment company or similar status. Therefore, taxes may be deferred until the investor receives a return on their investment.
Since all administration, execution, and shareholder relations can be subcontracted, fixed overhead costs can be minimalised.
By having clients invest in a fund in which they buy and hold shares rather than, for example, a discretionary managed account, all of the contract notes, advices, statements and other client transaction paperwork may be dispensed with. Investors simply receive a monthly or quarterly NAV certificate and annual or semi-annual financial statement.
All of these features contribute to make an offshore fund a viable and attractive proposition for investment professionals of every field and size. The cost efficiency of offshore funds also means that a series of funds, custom designed for different client needs or profiles may be easily created.
Coddan can assist you in establishing and registering a mutual fund in the British Virgin Islands. Starting from just £2,500, our standard service can be upgraded with the addition of many complementary services, including: nominee services, commercial and investment banking introductions, management services, registration of shipping vessels, administrative services, domain name registration, additional sets of corporate documents, nominee officer services, bookkeeping and accounting services, notarisation and apostille legislation services.
BVI Mutual Fund - Additional Information
What follows is additional information pertaining to mutual funds in the British Virgin Islands, which is organised under the following headings: -
The four principal elements that govern the structure of mutual funds are: a) the nature of the underlying investments in which the mutual fund intends to specialize, b) the way in which the fund intends to market its shares, c) the way in which investors earn their returns and realize their investments, d) the way in which the fund's manager and other professionals earn their fees. Each of these issues is briefly considered below.
Underlying Investments
Although most funds permit themselves the full range of investments, they generally specialize in a particular area, such as equities, bonds, currencies, or particular geographical areas or market sectors. Some funds may be hedge funds that rely to a greater or lesser extent upon the use of derivative instruments (i.e., options, futures and swaps based upon the underlying principal investment). In addition, some funds may rely heavily on the use of leverage or trade upon margin in order to boost returns. The latter are obviously the highest risk funds, in particular where these are also based upon derivatives.
Where the intended investments are relatively liquid, the typical fund will be an "open-ended" fund, in which investors can subscribe and redeem their shares for cash on a regular basis. If the intended asset classes are illiquid investments, such as real estate developments or film finance, then a "closed-end" fund may be more appropriate. With this type of fund, subscriptions are limited by reference to the number of shares or a specified offer period. Investors only receive a return of capital after a specified period or when management so decides, in both cases after the fund has liquidated its investment.
A fund may intend to invest in a variety of asset classes and to offer investors a choice of portfolio mix, with the option to switch between asset classes at minimal cost. A common structure is the "Fund of Funds" or "Umbrella Fund". Such funds work in one of two ways. The fund itself may establish a number of sub-funds in which investors can spread their investments. Sub-funds may be for, e.g., equities, bonds or different currencies. Alternatively, the fund may offer a menu of third party funds from which investors can choose. This may give investors access on a pooled basis to funds to which they would have no access individually. A similar result can be achieved by creating a single fund with different share classes each representing a different type of investment (e.g. dollar, sterling and deutschmark denominated shares for investment in each currency).
A significant investor advantage that the larger of the umbrella (or "family") funds offer is the relatively easy and inexpensive switching facilities offered by such structures. For a nominal fee investors may change the structure of their fund portfolio between sub-funds within the umbrella. This allows the investor to cheaply and easily move to different markets or risk profiles, depending on their preferences. This switching feature can be a useful marketing tool and can potentially be a real investment advantage to the private investor.
A Master-Feeder Fund
This is a fund used to attract a specific interest group for onward investment into a central master fund.
You may also create a multi-manager fund, that is, a fund vehicle which selects different managers to invest a portion or portfolio of the funds assets. Normally, there is one investment adviser or manager which has contracted with the fund and is charged with the responsibility to allocate the fund assets between selected managers after studying their recent investment performance and techniques.
Side by Side Fund
This is normally an onshore and offshore fund utilizing the same investment strategy, but each fund is attractive or restricted to a different category or class of person. For example a promoter or fund manager may wish to start up an offshore fund, following the success of its onshore fund, utilizing precisely the same investment strategy, but the offshore fund may be limited to non-United States persons, owing to regulatory and or taxation issues which would otherwise arise.
It is generally thought that hedge funds, which employ sophisticated investment techniques, (often with varying degrees of leverage) constitute over fifty percent of the collective investment vehicles formed in the British Virgin Islands. Other vehicles have been created with a view to investing in money market investments, interest bearing bonds or securities and stocks or shares. These vehicles are commonly referred to respectively as "Money Market Funds", "Bond Funds" and "Equity Funds".
Method of Marketing Shares
Mutual fund structure is also affected by where and to whom the funds are offered. For example, will the fund be offered to the general public or only to "sophisticated professional investors"? (Normally, sophisticated professional investors are individuals with a net worth of at least one million dollars or institutions, including other funds.) In addition, is the fund marketing purely directed to the sponsor/manager's existing client base or discretionary managed accounts, or is it also directly or indirectly going out to other investors? Each of these will affect the various regulatory implications that need to be considered. At the end of the day, while there are some British Virgin Islands regulatory requirements to be considered, regulations in the jurisdiction of the principal target markets will have the most bearing.
Investor Returns
The typical fund is an open-ended fund that issues redeemable shares and is intended to achieve capital growth. There are no restrictions on the number of shares that such funds can issue and there is a potential flow of subscriptions and redemptions, as investors make and redeem their investments. After a fixed initial period (no more than two or three months) during which the shares are offered at a fixed price, all subscriptions and redemptions are at the Net Asset Value. Being a growth fund, dividends are typically not paid.
The frequency of redemption is governed by the liquidity of the underlying investment (i.e., how long the fund needs to realize cash to meet a redemption demand) and by the frequency of valuations. A fund can only redeem shares based on a formal Net Asset Valuation, so as to ensure proper pricing. Typically, redemption takes place on the last day of each month, following a Net Asset Valuation as at that date. With more liquid investments and if the fund is prepared to bear the administrative costs, valuations can be weekly or even daily. (The typical large institutional funds in the U.S. have daily valuations).
A closed-end fund may pay dividends after an initial period but will only return capital on an irregular basis after the underlying asset is sold. Consider, for example, a real estate investment. While the development is being constructed, there is no return to the investor. Once built, an income stream will develop from rent received from tenants. After a period, the building may be sold realising a capital gain.
Key Parties, their Fees and Expenses
Sponsor, management and administration functions and their remuneration typically follow the following patterns: -
The Sponsor
The sponsor is the creator of the fund and will typically hold a number of voting shares (perhaps 100) in the fund, but these are not entitled to any distributions or share in the equity. All of the equity belongs to the investors, typically in the form of non-voting "preferred redeemable shares". The voting shares generally control management of the fund, apart from limited major decisions.
The Investment Manager
A manager is a person, not being an officer or an employee of a mutual fund which has delegated management functions to a person licensed under the Act, who: -
(a) For valuable consideration provides a mutual fund with management services either alone or together with investment advice; or (b) Is entitled to provide mutual funds with such services and facilities as provided in (a) above under the laws of a recognised jurisdiction.
The manager determines the investment strategy of the fund and makes the investment decisions. The manager earns fees in the range of 1 to 2% of the NAV per annum, calculated and paid on a regular basis. Typically, these exclude any brokerage commissions and trading expenses which are additional expenses of the fund. In addition, many managers take an incentive or participation fee, based upon any increase in the Net Asset Value. These may range from 6% to 50% of the profit or gain. Usually, there is some adjustment provision such that if the NAV goes down, the manager does not get any further fees until the NAV exceeds the previous high. Some investment managers take a percentage of each subscription as a commission, often up to 5%. This may be added to the investment or deducted from the net proceeds. Typically the fee is taken where the manager has to pay commission to other intermediaries.
To maintain a distance between the promoter, who may also act as the investment advisor, and the fund itself, an investment management company is often set up. For example, the promoter may hold the voting shares of the mutual fund company through a wholly owned management company, thereby retaining control of the fund.
This investment management company can be an International Business Company , and any management fees paid to it from the fund may be accumulated tax-free in the British Virgin Islands (although tax implications should be discussed with a local professional advisor in the promoter's domestic domicile).
The Fund Administrator
An administrator is a person who: -
(a) For valuable consideration provides administrative services and facilities to a mutual fund; or (b) Is entitled to provide mutual funds with such services and facilities as provided in (a) above, under the laws of a recognised jurisdiction.
The functions of the fund administrator may vary but typically include: -
The provision of the registrar and transfer agent for the investors' shares (which includes maintaining the fund's share register and processing the issue and redemption of shares);
Publishing the fund's net asset value (NAV) in accordance with the terms outlined in the prospectus or offering memorandum;
In some cases the preparation of the fund's annual financial statements and liaison with the auditors;
Dealing with general shareholder inquiries, etc.
Depending on the complexity of the fund, the administrator's fees could be as little as a few thousand dollars a year or as much as 0.5 to 0.65 % of the NAV per annum. Sometimes the administrator's fees are included within the management fee. In certain situations, the administrator subcontracts a part of the work, particularly the NAV certification, to the investment manager.
The Act requires any person who provides fund administration or fund management services "in, or from within, the British Virgin Islands" ("British Virgin Islands") to be licensed under the Act. This section does not apply however, to persons who are not ordinarily resident or domiciled within the British Virgin Islands, are licensed as a manager or administrator of mutual funds under the laws of a recognised jurisdiction, and have received written permission to carry on business as a fund administrator or fund manager.
The Custodian
The primary function of the custodian, which is usually an established bank, is to safeguard the fund's assets (i.e. the investment portfolio). The custodian bank executes securities transactions on the instructions of the investment manager, collects income and dividends on behalf of the fund, and provides the portfolio statements and schedule of investments to the administrator to calculate the fund's Net Asset Value (NAV).
In some cases and depending on the fund's objective, the custodian bank function may be split between various parties.
Commonly, parts of the fund's assets are held by one or more brokers who execute trades on behalf of the fund. Custodial fees can also be a fixed fee or a percentage of NAV. Where a broker acts as de facto custodian, it usually charges on a transactional basis.
In addition, the fund will also be responsible for all of its own legal, accounting and other administrative expenses, excluding overhead expenses of the manager, administrator, etc.
The Auditor
Annual accounts need to be prepared, and public funds need to be audited by a licensed British Virgin Islands auditor (or recognized outside the British Virgin Islands). Five of the major accounting firms with extensive experience in this area are represented in the British Virgin Islands. There are also a number of smaller international accounting firms with a presence in the jurisdiction. Although there is no legal requirement to appoint an auditor for private or professional mutual funds, it is recommended that one be appointed.
Regulation of a Mutual Fund in the British Virgin Islands
The British Virgin Islands Mutual Fund Act (as amended, extensively, by the Mutual Fund Amendment Act 1997) (together "the Act") is in force effective January 2, 1998. The purpose of the legislation was to provide for the regulation, authorisation and control of mutual funds, their managers and administrators carrying on business in or from within the British Virgin Islands and for related matters. The legislation is flexible and simple whilst providing the right degree of protection for the interests of those investing in mutual funds.
From the definition of what constitutes a "mutual fund" as set out in the Act, the mutual fund vehicle must be established for the purposes of collecting and pooling investor funds and it must issue shares (or their equivalent in other vehicles) that entitles the holder to receive on demand an amount in value which is proportionate to the whole net asset value of the vehicle. The Act does not attempt to regulate closed end funds. Further a fund maintained by a group of family trusts for the purpose of facilitating family investments are exempt from the requirement to become recognised under the Act.
Types of Entity used as Vehicles for Mutual Funds in the British Virgin Islands
There are three main vehicles used in the British Virgin Islands for collective investment purposes, namely limited companies, unit trusts and limited partnerships.
Limited Companies
By far the most popular vehicle for establishing a collective investment vehicle is a limited company, but in particular an International Business Company ("international business company") incorporated under The International Business Companies Act 1984 (Cap.291). The international business company has proved attractive because of its flexible nature, in particular the ability to create a flexible ownership structure with different classes or series of shares and additionally the ability to easily provide for the redemption of its shares. Moreover, share classes can be created with preferred or deferred voting rights and dividend or other participating rights. This legal entity is understood and accepted by international finance markets.
Unit Trusts
Owing to the modern trust law existing in the British Virgin Islands, unit trusts are also a very popular form of collective investment vehicle. In such a structure, the investors or unit holders are the beneficiaries under the trust and pursuant to general trust principles, the trust can, at any time be brought to an end on the collective vote of all the unit holders. The formation of this vehicle is again, a fairly simple process, which normally entails the trustee and the fund manager executing a customized trust instrument. Flexible laws in the British Virgin Islands allow the formation of an international business company to act as trustee, which will only require a restricted trust licence provided the company acts as trustee only of the trusts it lists in the application for the licence.
Partnerships
Following the introduction of the Partnership Act, 1996, international limited partnerships have been frequently used as collective investment vehicles, again because of their flexible nature. International limited partnerships are formed by a general partner and at least one limited partner executing Articles of Partnership and by submitting a Memorandum of Partnership to the Registrar of Companies (who doubles as the Registrar of Partnerships). The Articles of Partnership do not have to be filed with the Registrar but for all intents and purposes constitute the essential documents governing the inter partnership relations. Bodies corporate may be the general or limited partner and an international limited partnership may serve as the general partner of another international limited partnership. There is no legal requirement for an international limited partnership to have a local general or limited partner.
Under the Act, all mutual funds or collective investment vehicles are categorised as either "private", "professional" or "public". Private and professional funds must apply for recognition whereas public funds must apply for registration.
Registration of Public Funds
A public fund is a mutual fund the shares of which are offered to the general public. Public funds must be registered, or have consent to registration under a pre-filing procedure, before carrying on business or engaging in any activity in the British Virgin Islands. A public fund must issue and file a prospectus including the information required by the Act and must produce and distribute audited annual financial statements. Registration is at the discretion of the Minister/Registrar of Mutual Funds. The registration application includes details of all directors and professionals involved in the management of the fund, as the Registrar will wish to ensure that these are all fit and proper persons. The Act requires a public fund's prospectus to make full disclosure of all matters affecting the price or value of the shares being offered. However, the disclosure requirements are not as burdensome as those typically found under U.S., U.K. or similar securities legislation. Prospectuses are, therefore, typically much shorter. Public funds are required to file adequate accounting records and financial statements in respect of each year. They must have an annual audit by an auditor approved by the Registrar of Mutual Funds.
In the event of any misrepresentation in the prospectus of a public fund, investors have the right to rescind their purchase, or recover damages. However, the investor must commence any action within 6 months after becoming aware of the misrepresentation and within one year after the shares were purchased. Furthermore, damages will be limited to the public offering price of the shares, plus fees and charges paid.
Selected Public Funds
The Public Funds (Sub-Class) Regulations 1997 defined a class of select public funds which are offered by a recognised investment provider under the British Virgin Islands or another country's laws to individuals with whom the provider has a written agreement to offer an interest in the fund concerned. These funds benefit from a more flexible regulatory stance on the part of the Registrar.
Recognition of Non-Public Funds
A non-public fund is a mutual fund the shares of which are not deemed to be offered to the general public. In the future, there are likely to be several classes of non-public funds, although presently not all have been defined. Two particular classifications will be the "private" fund and the "professional" fund: -
A private fund is one that either is limited by its constitution to 50 investors or the shares of which are not offered to the general public. The fund is designated a private fund by regulation. The constitutional documents of the fund specify that the making of an invitation to subscribe for or purchase shares issued by the mutual fund is to be made on a private basis. Shares will not be deemed to be offered to the general public where there is an existing private or business connection with the investor, for example, where shares are offered to the existing clients of a securities broker. Private funds have a statutory right to recognition; but they must be accepted as 'recognised' before commencing business.
A professional fund may be most useful for many sponsors, since it treats as non-public any offering in respect of which the minimum investment is US$ 100,000 per investor (for most investors) and each investor acknowledges that he is a "professional investor".
"Professional Investor" is defined in the British Virgin Islands Mutual Funds Act, 1996 (as amended) as a person: -
(a) Whose ordinary business involves, whether for its own account or the accounts of others, the acquisition or disposal of property of the same kind as the property, or a substantial part of the property, of the fund; or (b) Who has signed a declaration that he, whether individually or jointly with his spouse, has net worth in excess of one million dollars in the United States currency or its equivalent in any other currency and that he consents to being treated as a professional investor.
Professional funds also have a statutory right to recognition, but have fourteen days after commencing business to obtain recognition.
A non-public fund merely has to obtain recognition before carrying on business or engaging in any activity in the British Virgin Islands. This requires completion of the relevant application, including details of the fund, its professionals and its place(s) of business, and payment of nominal fees. Recognition is at the discretion of the Minister/Registrar of Mutual Funds.
Confidentiality of private and professional funds is preserved by prohibiting the Registrar from disclosing any material filed with him except to the Governor (or a public officer authorised by the Governor), the Minister or the Attorney General or as a result of a court order for the purpose of a criminal proceeding.
Time Scale for the Registration of a Mutual Fund
On the basis that an application is complete in all material respects, it usually takes between 24 and 48 hours for an application for recognition of a private or professional fund to be processed and granted recognition.
An application for registration of a public mutual fund is takes more time and its progress will depend on the completeness of the information submitted with the application. No specific time frame is given for the processing of an application for registration of a public mutual fund. However, it is anticipated that a thorough application for registration may be finalized within a two week time frame.
Mutual Fund Management and Administration
All managers or administrators of mutual funds in the British Virgin Islands must be licensed by the Government. In order to obtain a license, the applicant must show, among other things that it has the financial, human and administrative resources and facilities necessary for the competent and efficient conduct of its business. Where the manager is either a non-resident British Virgin Islands international business company or a subsidiary of a manager licensed in another approved, regulated jurisdiction, a simplified application process is available.
Preparation of an Investment Plan
The first task in the formation of a mutual fund is for the sponsor to prepare an investment plan. This plan should lay out the fund's overall investment strategy, indicating the type and area of investments, and the type of instruments. The plan should also specify any specific investment policies or restrictions, such as short selling, margin trading and hedging. The sponsor should also define the target investor market and methods of marketing and distribution.
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Coddan accepts all major currencies; we accept Visa, Visa Electron, Visa Purchasing, JCB, MasterCard, Maestro, Solo, and Delta, we also accept cheques (may be held 10 days to clear), postal orders or cash deposit, and bank transfers from anywhere to our UK and USA bank accounts. After you place an order, details about the banking transfer will be e-mailed to you on the second e-mail notification. If you missed that e-mail, please call our phone number that is given on the order confirmation. The customer is responsible for the reimbursement of any bank wire transfer payments.
Our credit card payment processing is by WorldPay - an important part of The Royal Bank of Scotland Group, the 5th biggest banking group in the world. We do not charge surcharges for the debit and credit card transactions. Credit or debit card payment is now authorised online in real time. You will be informed immediately if your credit or debit card is declined. If declined, you may check the accuracy of the card number and expiration date, or choose a different card to try.
We need to receive a payment before we can proceed with a new company formation. For regular or corporate clients, we can open a professional credit account. However, this benefit cannot be provided to a new customer, who never placed orders with us.
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£ 1,185
This is one of our most popular packages with worldwide customers, and includes: -
The formation of a limited partnership usually takes as little as five to seven working days from the time that your application and payment are received by Coddan;
The provision of a nominee limited partner for one year is also included in the price of this package (our nominee limited partner service is charged annually);
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If you would like a personal face-to-face consultation and dedicated help with your BVI offshore partnership or fund start-up, call us on +44 (0) 207.935.5171, or 033 0808-0089 to discuss your requirements and make an appointment with one of our consultants. A consultant will contact you at a pre-arranged appointment time to discuss your individual circumstances, as well as your suggestions in relation to your offshore BVI incorporation needs. Our project begins with a short meeting, where our advisors gather the information required to register an offshore company for each client. The result includes personal assistance with the order form submission. 
