U.S. Virgin Islands LLC Basics
U.S. Virgin Islands limited liability companies are governed by the United States’ Uniform Limited Liability Company Act of 1998. As a result, a US Virgin Islands LLC shares many similarities with limited liability companies formed in U.S. jurisdictions such as Delaware or Nevada. They offer several advantages for maintaining business continuity with the U.S. while receiving tax and liability benefits.
Operating a U.S. Virgin Islands LLC
Generally, LLCs in the U.S. Virgin Islands are governed by their members or by managers appointed by the members. Members will typically enter into an operating agreement with the company. This agreement sets forth in detail all of the regulations under which the company will be governed. The initial members and managers are named in the operating agreement.
The majority of limited liability companies in the U.S. Virgin Islands are operated by managers. Managers of U.S. Virgin Islands limited liability companies may be individuals. They may also be legal entities including nominee managers. LLC’s have the ability to appoint other officers who have roles in operating the company. Meetings of managers and meetings of members are optional.
Articles of Organization
LLC’s in the U.S. Virgin Islands are formed by a single organizer. This organizer is legally required to file articles of organization with the proper government agency. The articles of organization must include the following information and should include additional legal verbiage in order to maximize the protective benefits the USVI LLC offers:
- Name of the company
- Mailing and physical addresses of the company’s initial designated office
- Name and physical address of the initial registered agent designated for the service of process within the USVI, which must be signed by the local representative.
- Name and physical address of each organizer petitioning for incorporation of the LLC
- Minimum capital which will be used to establish the business
- Whether or not the company will be a term company and the specified term, if applicable, written in specific verbiage.
- How the company will be managed.
- Details of each initial manager if the company will be manager-managed.
- Whether one or more members of the company are liable for its debts and obligations, written in specified verbiage.
- Provisions which are permitted to be set forth in an operation written in the proper legal language.
- Other matters which the company seeks to explicitly lay out which are not inconsistent with the law
- Operating agreement controls regarding managers, members, and members transferees
- Control of the articles of organization as it applies to persons other than managers, members, and their transferees
Limited liability companies may amend their articles of organization at any time. Limited liability companies may also restate their articles of organization at any time. Restated articles of organization are required by law to be signed and filed. Restated articles of organization must designate that they are restated articles in their heading. They must also state specific verbiage in the heading or in an introductory paragraph. If the name has been changed, all of the company’s former details must be stated in the articles of amendment. There are specific regulations for what must be included in the articles of amendment.
Limited liability companies in the U.S. Virgin Islands are required by law to file an annual report by June 30th of every year. The report must be accompanied by a payment of the annual fee. The annual report is required by law to disclose the names of any managers. It is not, however, required to disclose the names of members of owners.
Reports of a limited liability company are required to be signed by the manager of a manager-managed company or by one of its members in order to be legally binding. They may also be signed by the person organizing the company if it has not been formed. Additionally, reports may be signed by a fiduciary if one has been appointed by the company. Finally, reports may be signed by any person who has been given power of attorney over the company.
Acting as A Corporation or Exempt Company
A limited liability company in the U.S. Virgin Islands has the ability to be treated as a USVI corporation for tax purposes. They may do so by filing an election with the proper government agency. If the election is not filed, the members of the limited liability company will be taxed on the company’s profits. If the election is filed, the LLC itself will be taxed on its profits.
Limited liability companies also have the ability to be considered as exempt companies for tax purposes in the U.S. Virgin Islands. They may do so by filing an election to be treated as a U.S. Virgin Islands exempt company with the appropriate agency. An LLC that one wants to treat as an exempt company is very similar to an offshore company in other jurisdictions. Exempt companies are owned 90% or more by persons or entities which are not based in the U.S. or U.S. Virgin Islands. As an exempt company, an LLC is eligible for tax exempt treatment. This treatment applies to income which is not derived from the U.S. or U.S. Virgin Islands.
USVI LLC Benefits & Features
Limited liability companies may be established in the U.S. Virgin Islands for any lawful purpose. They are subject to any U.S. Virgin Islands laws regarding business. Limited liability companies in the U.S. Virgin Islands have the same powers as individuals. U.S. Virgin Islands limited liability companies have the ability to engage in all of the following activities:
- Sue and be sued in their name
- Purchase, receive, lease, or acquire real property and personal property, or any interest thereof
- Own, hold, improve, use, and deal with real property and personal property, or any interest thereof
- Sell, lease, convey, mortgage, or otherwise dispose of all or part of the company’s property
- Purchase, receive, sell or mortgage shares or interest in any other company or obligation
- Make contracts and guarantees and incur liabilities
- Borrow money and issue its notes, bonds, and other obligations
- Lend money, invest and reinvest funds
- Hold real and personal property as security for repayment
- Be a member, associate, promoter, manager or partner in a trust, joint venture, partnership, or other business entity
- Conduct business, locate offices, and exercise the powers granted under U.S. Virgin Islands law within the borders of the U.S. Virgin Islands.
- Appoint officers, employees, and agents and elect managers
- Pay and establish pension plans, pension trusts, profit sharing plans, bonus plans, option plans. and benefit plans for all of the current and former members, managers, employees, and agents
- Make donations for educational, scientific, charitable, or public welfare purposes
- Make payments, donations, or engage in any other activity allowed by law which furthers the business interests of the limited liability company
- Limited liability companies registered in the U.S. Virgin Islands may conduct business or carry out operations in any state or foreign jurisdiction in which it is legally permitted to do so.
Requirements for U.S. Virgin Islands LLC’s
The name of a U.S. Virgin Islands limited liability company must contain the words “limited liability company.” They may also contain the words “limited company” or the abbreviations “L.L.C.,” “LLC,” “L.C.,” or “LC.” Limited may be abbreviated as “Ltd.” and “company” can be abbreviated as “Co.”
Limited liability companies in the U.S. Virgin Islands must have a distinguishable name on record with the appropriate government agency. A new limited liability company may not share the name of an existing corporation, limited partnership, or company operating in the U.S. Virgin Islands. It also may not use a name which has already been reserved or registered by another company. The name must not be identical to a fictitious name of a foreign company authorized to conduct business in the U.S. Virgin Islands.
It is possible for a limited liability company to petition to use a name which is not distinguishable. A name which is not distinguishable may be used if an application is granted by the government. The official agency will authorize such an application in three situations. The first situation is when the present user, registrant, or owner of the reserved name consents to the use in writing. They must also petition to change the name of the entity using the reserved name. The second situation is when the government receives a certified copy of the final judgement from a court in a competent jurisdiction. This judgement must establish the applicant’s right to use the name in question in the U.S. Virgin Islands. The third situation is when a company has merged with the other company or acquired all of the other company’s substantial assets.
Reserving a Name
Names of limited liability companies in the U.S. Virgin Islands may be reserved for a period of 120 days. This period is non-renewable. Names may be reserved by filing an application with the proper government agency that deals with USVI company filings. The application must disclose the name and address of the applicant and the company name which is being reserved. Name reservations may be transferred from person to person by submitting a signed notice of transfer with the proper government office.
Designated Office and Registered Agent
Limited liability companies and foreign limited liability companies which are authorized to do business in the U.S. Virgin Islands must have a physical presence within the territory’s borders. This includes maintaining an office, which is not required to be a place of business in the U.S. Virgin Islands. Limited liability companies in the U.S. Virgin Islands are also required to have a registered agent. This agent may be an individual resident of the U.S. Virgin Islands with a physical walk-in address. It may also be a domestic corporation, another limited liability company, or a foreign corporation authorized to do business in the U.S. Virgin Islands. The name and physical address of the registered agent must be filed in the public records before one can serve in this capacity.
How to Form a USVI LLC
If you want to form a USVI LLC, call the number on this page. You can order your LLC here online. Alternatively, you can fill out an inquiry form provided above.