Concept. Law. Structure. Time for delivery. Registered office. Meetings. Tax status. Annual license fee. Accounting/audit.

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1 British Virgin Islands (BVI) Companies Fact Sheet Concept Law Structure Time for delivery Registered office Meetings Tax status Annual license fee Accounting/audit Annual accounts Tax treaties (DTT) Bona fi de offshore legal entity, as a simple and easily-managed vehicle for international tax and investment planning International Business Companies Ordinance Cap 291 Business Companies Act 2004 Min. subscribed capital: nil Standard: USD 10,000 Min. paid-up capital: USD 1.00 Shares: registered or bearer Shareholders: 1 individual or corporation Directors: 1 individual or corporation (no local individual required) Secretary: not required Nominee shareholder/s: available (corporation) 14 days (off-the-shelf companies in Zurich immediately available) Registered offi ce and registered agent in BVI required No annual general meeting required IBCs are exempt from taxes USD 350 (capital less than USD 50,000) No statutory requirements No annual fi nancial statements required None

2 The BVI offshore company Legal system of the BVI The BRITISH VIRGIN ISLANDS (BVIs) have been a British colony in the Caribbean since With a stable selfgoverned political structure and their own internal legislation based on the legal system of common law, this territory enjoys a high degree of stability. The IBC company The International Business Company ( IBC ) Ordinance of 1984 has created a framework for bona fi de offshore companies that we can highly recommend. Expeditious incorporation and pre-packaged companies We can incorporate the IBC for you on a fi duciary basis. For urgent cases we keep pre-packaged companies on the shelf with a standard MAA (Memorandum and Articles of Association). Please ask for our list of pre-packaged companies. Company purpose In contrast to typical common law practice, you can state the purpose of an IBC company in broad terms so as to cover all activities under BVI Law applicable to this entity. Shares The BVI government has restricted the transferability of bearer share custody ( immobilisation ) with effect from 1st January Bearer shares must remain in the custody of regulated professional institutions and any company issuing bearer shares is now subject to an annual licence fee of USD 1,100. Disclosures Disclosure of the benefi cial owner s identity is only permissible in connection with a criminal investigation, and only then in response to the ruling of a foreign court as upheld by a court in the BVIs or in connection with information exchange agreements with the USA or UK. Capital The authorised capital of an IBC company can be registered in foreign currency. The capital of the corporation need not to be paid-in at the time of incorporation. BVI law does not require any correlation between paid-in capital and the value of the company s assets. Appointment of directors and officers Directors and offi cers need not be shareholders, and may be natural persons or legal entities of any nationality. The company may have a single director, since this is the minimum required by law. After the company has been incorporated the initial directors and offi cers will be appointed by the subscriber(s); their names need not be registered. These functions can be performed by a sole natural person and/or a designated corporate body. Powers of attorney and anonymity Special powers of attorney may be granted to individuals; it is not compulsory to have their names recorded by the Registrar of Companies. Confi dentiality exists because neither the names of the directors nor those of the attorneys-in-fact have to be registered in the BVI. Shareholders meeting An annual shareholders meeting is not compulsory. Meetings of an IBC company s shareholders may be held in any country and can be attended by the shareholders in person or, alternatively, by proxy, telephone, or any other electronic means. Resolutions Resolutions of the Board of Directors and shareholders, approved in writing by the majority, are valid without the need for a meeting (e.g. via circular resolutions). Company seal As customary under common law, the IBC company must have a seal. However, in contrast to the laws of other countries, this can be kept and used abroad. Accounting It is neither necessary to keep accounts nor to issue a balance sheet or other fi nancial statements. Auditing is not required.

3 GULF OF MEXICO Miami Bahamas Turks and Caicos Islands Haiti/Dominic. Rep. British Virgin Islands Belize Cayman Islands Cuba G r e a t e Jamaica r A n t i l l e s Puerto Rico L e s s e r A n t i l l e CARIBBEAN SEA N e t h. A n t i l l e s s Nicaragua Venezuela PACIFIC OCEAN Costa Rica Panama Columbia Registered agent, registered office and domicile The company must have a registered agent in the BVIs and a registered offi ce to represent it before the BVI authorities. This function is carried out by our local partner, Morgan & Morgan. Winding-up and deletion An IBC company may be automatically stricken from the register if the annual fee has not been paid within one year of the due date. The act of deletion, however, does not release the company from its liabilities. Taxation Earnings of corporations domiciled in the BVIs or those of persons who are not BVI residents, or which are derived from operations conducted outside of BVI jurisdiction, are exempt from the payment of any local tax. Standard documents for an IBC company a) Memorandum and Articles of Association (MAA) b) Certifi cate of Incorporation with apostille c) 5 Share certifi cates d) Appointment of initial directors e) Minutes of the fi rst meeting of directors f) Assignment of subscription g) Share Register h) On special request: resolution to open bank account Certifications by the Registrar of Companies In addition to the standard company documents, the Registrar will issue the following certifi cations upon request: a) Good Standing Certifi cate b) Certifi cate of Incorporation c) Certifi cate of Continuation d) Certifi cate of Incumbency e) Certifi cate of Dissolution f) Endorsed copies of individual company documents Notifications British Virgin Islands companies may be notifi ed of lawsuits by serving the appropriate documents at the registered offi ce of the company in the British Virgin Islands, or by mailing the documents to the appropriate postal address. Details we need for the incorporation of a standard company Three name choices Capital (any currency, standard is USD 10,000) Names of shareholder(s) Indication of whether nominee directors from our Group are desired Signatory authorisation for directors Indication of whether directors are to be registered Name of the person to be appointed as attorney-in-fact Full mailing address for sending documents Additional requests

4 Standard application form for incorporation of a BVI company Sender Confidential SERCOR Treuhand Anstalt Herrengasse 2 P.O. Box 749 FL-9490 Vaduz Liechtenstein Application for incorporation of a BVI company Dear Sirs, Please incorporate a company with a broad and general purpose clause: 1. Name (1 st choice): 2. Name (2 nd choice): 3. Name (3 rd choice): 4. From your list of available pre-packaged companies (available on request) please have the following name reserved for us: 5. Capital (USD 10,000 standard) 6. Denominated in number of registered shares, each with a par value of: USD. 7. Registered shareholder(s): for number of shares for number of shares Please register the shares in the name of your nomineecompany Serphos Nominee Services S.A. Please appoint the following persons as: Chairman/director signs singly/collectively (delete as applicable) Given names: Surname: Nationality: Address: Treasurer/director signs singly/collectively (delete as applicable) Given names: Surname: Nationality: Address: 9. Power of attorney in favour of: Given names: Surname: Nationality: Special purpose: 10. Board resolution to open an account at the following bank: Directors/officers 8. As a matter of discretion, directors/offi cers shall be appointed by your offi ce. Yes (This might additionally require a certifi cate of incumbency) Date/signature:

5 SERCOR Services In cooperation with Morgan & Morgan Group, we are in a position to offer you our diversifi ed offshore services from several jurisdictions including Panama, the BVIs, the Bahamas, Belize and Hong Kong: Consultancy in various countries offshore company law Formation and administration of offshore companies Keeping of pre-packaged companies in Zurich for immediate use Provision and custody of all corporate documents Assuming nominee directorship of offshore companies Provision of nominee services as holder of registered shares Statutory amendments Back-offi ce service in various countries Caribbean and Panamanian offshore trusts Management Martin M. Wachter, Liechtenstein citizen, as Licensed Trustee, in Vaduz since 1990, is President of SERCOR Treuhand Anstalt

6 SERCOR Treuhand Anstalt, Herrengasse 2, P.O. Box 749, FL-9490 Vaduz, Principality of Liechtenstein Telephone , Fax , 0405/300/Lampert