WHAT
IS A CORPORATION?
A Corporation is a legal entity established by the individual(s) under
the laws of a state or territory to conduct a particular type of business
or transactions. The corporation exists separate from its shareholders,
directors and employees. A Corporation is a person in the eyes of the
law. A Corporation functions in the same manner as a person and has
the same rights and responsibilities as a person. The corporation may
make contracts, assume liabilities, sue and be sued. The corporation
and its shareholders and directors have specific duties and obligations
to each other.
WHAT
ARE THE DIFFERENT TYPES OF CORPORATIONS?
A business corporation
is formed for the purpose of transacting business in the broadest
sense of the word, and these transactions are conducted to return
a profit
A nonprofit corporation
is formed for the purpose of advancing a particular objective of an
organization, which is not established to make a profit. Generally,
this includes charitable, benevolent and educational organizations.
These entities are also called not- for- profit corporations.
Business and not-for-profit
are either domestic or foreign corporations. A domestic corporation
has been incorporated under the laws of the Virgin Islands. A foreign
corporation has been incorporated under the laws of another state
or country and by registering with the territory may be authorized
to do business within the Virgin Islands.
WHAT
ARE THE ADVANTAGES AND DISADVANTAGES OF INCORPORATING? The answer to this question varies depending on your business and
what you want to gain from incorporating. Some issues to consider when
deciding include; personal protection from liability, tax liabilities,
and business continuity.
WHO
CAN FORM CORPORATIONS? Business and nonprofit corporations may be formed by one or more
individuals or by another corporation.
HOW
IS A CORPORATION FORMED?
When individuals decide that they wish to form a corporation, they must
file articles of incorporation with the office of the
Lieutenant Governor. The articles of incorporation established the individuals'
intent to form the corporation and indicate who is forming the corporation.
Any changes or amendments
to corporation articles of incorporation must be filed with the Office
of the Lieutenant Governor.
WHAT
IS A FRANCHISE TAX REPORT?
All corporations must file a franchise tax report with the office of
the Lieutenant Governor on or before June 30th of every year. The report
must list the name of the corporation, amount of capital stock, amount
of paid-in-capital stock, computation of tax, penalty and interest for
late payment. The report must be certified correct by two officers.
Standard forms are available.
WHAT
IS AN ANNUAL REPORT?
All corporations must file an annual report with the Office of the Lieutenant
Governor by June 30th of each year in order to retain their good standing
to do business within the Virgin Islands. The Annual report is a standard
form available from the Division of Corporations, and provides information
on the corporation's current officers, registered agent, and address.
WHAT
IS A REGISTERED AGENT?
A registered agent is the individual or company who serves as the corporation's
contact to receive service of process in legal matters. A Corporation
must always have a registered agent on record and any change in the
registered agent of a corporation must be filed with the Office of the
Secretary of State within 30days of the change.
WHAT
IS A TRADENAME?
A Tradename is a name that a business uses to identify itself that is
different from its true corporate name. (For example: Very Virgin Corporation,
Inc. may also have an assumed name VVCtraders). Any business entity
recorded with the Lieutenant Governor must file for authorization to
use a trade name unless that name is always used in conjunction with
its corporate name. If the corporation's name is changed in any way
from its original filing, this change must be filed with the Office
of the Lieutenant Governor.
WHAT
DOES IT MEAN WHEN A CORPORATION DISSOLVES? If a corporation decides that it no longer wants to remain in business,
it must file dissolution papers with the Office of the Lieutenant Governor.
When a corporation dissolves it can no longer do business. It must wind
up its affairs and distribute its assets appropriately.