COMPANY FORMATION SERVICES
 
Blenheim is licenced to handle all the formalities required to incorporate your company in the British Virgin Islands and Anguilla.  The process is quick and easy.  You can contact us directly, download an incorporation form or select from our shelf list by registering, or use the online incorporation enquiry.  Blenheim accesses the government online registry systems to ensure immediate formation and return of electronic incorporation documents.
 
CONSTITUTIONAL DOCUMENTS
 
The Memorandum of Association (Anguilla - Articles of Incorporation) details key matters specified by law including the name of the Company, registered agent, registered office objects and share capital.  The objects provide for any business activity which is not prohibited by the law of the jurisdiction.

NAME:  A wide choice of name if available with a range of suffixes. Foreign names are available.
 
CONSTITUTION:   The Company can be incorporated with or without a share capital, with limited or unlimited liability, by guarantee or as a purpose of limited life company.
 
SHARE CAPITAL:   The authorised share capital is the number of shares that the Company may issue and the par value, if any, of the shares.  Fractional shares may be issued and the minimum number of shareholders is one.  The share capital may be denominated in any currency and in multiple currencies.  Shares may be divided into any number of classes, each with different rights as to dividends, voting and return of capital and can be redeemable.
 
SUBSCRIPTION:   Capital may be contributed in cash or specie, such as property or the provision of a service.  The difference between the amount paid for shares and their par value is “Surplus” which is repayable to shareholders at any time providing that the Company remains solvent immediately after the distribution.

The Articles of Association (Anguilla - By-Laws of Incorporation) are the regulations that govern the Company.  They deal with the procedures for appointment of directors, issue and transfer of shares, meeting of members and directors, officers, liquidation, accounts, continuation and amendments to the constitutional documents.  The Articles ensure that the Company complies with the laws of the territory and may also detail specific powers, restrictions or requirements.
 
The Registrar of Companies will issue a Certificate of Incorporation evidencing the formation of the Company.
 
The constitutional documents are filed with the Registrar of Companies, they are amended by resolution of members, or where permitted directors and the change are effective from the date of filing.

ORGANISATIONAL RESOLUTIONS

Blenheim incorporates the Company however does not take up a share.

INCORPORATOR’S RESOLUTION:   The first directors are appointed by the incorporator whose task is then complete.  Subsequently directors are appointed by the members, or directors to fill a vacancy.
 
MANAGEMENT:   The directors implement the business policies and undertake day-to-day management of the Company.  Generally each director has full power to represent the Company and can act individually.  Directors can hold meetings anywhere in the world and need not all be present in the same room.  Resolutions can also be passed in writing.  A director can be an individual or corporate entity, resident anywhere in the world.  The Register of Directors must be maintained at the Registered Office and must be updated within 14 days of any change.
 
OFFICERS:   It is not necessary to appoint officers however a President, Treasurer and Secretary are often appointed.  Whether or not to do so, and the powers of officers is decided by the directors.  The directors issue shares and may provide a share certificate. 
 
FIRST MEETING OF DIRECTORS:   The inaugural meeting will deal with the allotment of shares, adoption of the seal and constitutional matters.
 
MEMBERS:   The members are entitled to dividends and the assets upon liquidation of the Company.  Shares may be registered to an individual or entity anywhere in the world and Anguillan companies may issues shares to bearer (Blenheim does not offer this service in the BVI due to onerous bearer share reporting and custodian requirements).  Ownership of shares is not subject to any form of local taxation and there are no requirements to publicly disclose the owners of the Company.  The Register of Members must be maintained at the Registered Office and must be updated within 14 days of any change.
 
SHARE CERTIFICATES:   Modern day practice is to maintain the Register of Members in electronic form however share certificates can optionally be issued.
 
SEAL:   The Company must have a seal and maintain an imprint at the Registered Office.

DUE DILIGENCE

CONFIDENTILITY:   There is no to file on public record details relating to the Company however the Register of Members,  Directors,  or Charges may be filed at the option of the Company.  Blenheim can provide a nominee shareholder and a corporate director to ensure privacy or to administer the affairs of the Company on behalf of the beneficial owner.
 
ANTI-MONEY LAUNDERING:   In accordance with AML and the industry Code Of Conduct Blenheim will obtain information and references regarding owners and directors of the Company.  Whilst this information is confidential it will be disclosed by court order or enquiry by the Financial Services Commission.

There are no taxes or duties however prior to formation we recommend that you consult your tax advisor or accountant in your country of residence and domicile.