The British Virgin Islands comprises some 50 islands situated in the Caribbean approximately one hundred miles east of Puerto Rico. The BVI is a British Crown Colony with a democratic form of government comprising a British appointed governor and a Legislative Council elected by the population of some 12,000 people. The BVI enjoys a high standard of living, low unemployment and very stable government.

   Local currency is the US dollar and no exchange control legislation is in existence. There are no restrictions on the repatriation or movement of funds. Some of the major banks operating in the BVI include Bank of Nova Scotia, Barclays Bank Plc, Chase Manhattan Bank NA, First Pennsylvania Bank NA, Royal Trust (BVI) Ltd, Guyerzeller Bank (BVI) Ltd, Development Bank of the Virgin Islands.

   The Incorporation and operation of offshore companies is governed by the International Business Companies Ordinance, 1984 (“IBC Ordinance”), which is a modern piece of legislation containing some of the most attractive features of other tax-haven jurisdictions.

   The business and affairs of an IBC are managed by a Board of Directors consisting of at least one director. Directors may be corporations or individuals and do not need to be residents of the British Virgin Islands. The subscribers of the Memorandum and Articles of Association appoint the first Directors. Thereafter, Directors will be elected by the shareholders. However, vacancies which arise in the Board of Directors may be filled by the remaining Directors. The appointment of these Directors does not have to be filed with the Registrar.

   The Director may elect Officers and appoint attorneys-in-fact to act on behalf of the company. The appointment of Officers and attorneys-in-fact does not have to be registered in the British Virgin Islands.

   The name of the company must include the word “Limited”, “Corporation”, “Incorporated”, “Societe Anonyme” or “Sociedad Anonima” or the abbreviation “Ltd”, “Corp.”, “Inc.” or “S.A.”.

   There is no need to hold annual Directors’ meetings, and resolutions of directors may be adopted by written consent or at a duly convened meeting of the Board.

   It is not necessary to issue shares of the company unless the Board of Directors decides so. Shares must be fully paid when issued, and may be issued for money, services or property. The name of the shareholder must be entered in the share registry, but the identity of the shareholder is not a matter of public record. Shares may be held by nominees acting on behalf of the actual owners. Shareholders’ meetings shall be convened upon the written request of shareholders representing more than 50% of the votes or whenever the Directors consider it necessary or desirable.

   Shareholders’ resolutions may be approved by telephone or at a duly assembled meeting, and may also be adopted by written consent. It is not necessary to hold annual shareholders’ meetings.

   The company must have a registered office and registered agent in the British Virgin Islands. The resident agent has the authority to certify the names of the Directors and Officers of the IBC. A copy of the directors’ and shareholders’ register must be kept at the registered office.

   The company is required to adopt a corporate seal and the Articles of Association should designate the person authorised to use this seal.

   A company incorporated under the IBC Ordinance may, by resolution of its Board of Directors or Shareholders, continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands if permitted to do so by the laws of the jurisdiction outside the British Virgin Islands in which the company is being redomiciled and the company has complied with those laws.

   Also, a company incorporated under the laws of a jurisdiction outside the British Virgin Islands is entitled to continue as a company incorporated under the IBC Ordinance, notwithstanding any provisions to the contrary in the laws of the jurisdiction under which it is incorporated.

   A company is allowed to merge or consolidate with other BVI or foreign companies, as long as the surviving or consolidated company complies with the requirements of the IBC Ordinance.

   If the company has not issued any shares, it may be dissolved by resolution of the Board of Directors. In case shares have been issued, the company may be dissolved by a shareholders’ resolution.

   (1) The Annual Fee applies as of January 1 of the calendar year immediately following the year of incorporation or of purchase. (or as agreed)

   (2) BVI governmental registration tax to be paid annually as of January 1 of the first calendar year following the calendar year of incorporation, purchase or redomiciliation. Surcharges for late payment are 10% by July 31 and 50% by October 31. If by December 31 such fees plus all surcharges are unpaid, the company is struck off the Register on the following January 1.

   (3) The Optional Annual Fee is to be prorated for the time elapsed from the date of incorporation or acquisition through December 31 of the year of incorporation or acquisition and rounded upward to the nearest U.S. dollar on a monthly basis.

   (4) Plus disbursements and expenses of approximately US $

   (5) For a copy of a full set of documents to be made apostille in the jurisdiction will cost a minimum US $