BVI Shares: Issued Shares vs. Authorized Share Vesting

BVI Shares: Issued Shares vs. Authorized Share Vesting

The initial share capital in a BVI Limited Company can be at any nominal price (book value per share) since the nominal share price is not relevant as such. Typically it is at a par value of $1 USD per share and as your company grows, the actual share price will be the value of its total assets divided by the number of its authorized shares as per the explanation below.


Given that the authorized capital (the max. number of shares you could ever issue, unless you did a capital increase, which should not be required and will trigger costs and higher annual dues) is 50,000 shares. If each of the shareholders gets say 10,000 issued shares in their name, you would each own 50% of the company i.e. 10k issues shares each over 20k total issued shares (since ownership is calculated on the basis of how many issued shares one holds over total issues shares, not over total authorized shares)._


_This amount of shares will show next to each shareholder’s name on what we call the Register of Members (RoM), essentially a share ledger which is one of the documents you will receive as soon as your entity is formed._


_If later on you want to vest more shares in an individual's name, you would just issue more shares in his/her name which can be done via a simple shareholder resolution. It is up to you to document internally what conditions trigger this extra issuance. Only if you'd have employees (which BVIs typically don’t) would there be a need to document this extensively by way of an Employee Share Option Scheme (ESOP)._


Adding shareholders

The same mechanism would apply if you wanted to let in shareholders: you just issue more shares to reflect their investment. Say by the time you are ready to let your first investors in, you have a total of 30,000 issued shares, issuing a further 10k to investors would give them 25% ownership after their investment (10k over 40k total issued). The amount of shares you give them will be on the basis of how much you value the company: if you value it at pre-money at say 8MM, they would have to invest 2MM to get this 25% share. When their 2MM is added to the pre-money valuation of 8MM, the company is now worth 10MM and its “fully diluted” share price is USD 10MM/50,000 total **authorized shares** (because share price is calculated fully diluted, knowing there are still some shares in “reserve") so 200 USD per share, up from 160 USD before they invested (8MM/50k).



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