BVI CORPORATIONS. Points of Interest. Incorporation under the BVIBC Act provides the following benefits and features:

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2 BVI CORPORATIONS Introduction. ICAZA, GONZALEZ-RUIZ & ALEMAN (BVI) TRUST LIMITED (an affiliate of Icaza, González-Ruiz & Alemán) is a licensed company engaged in trust company formation and management business in the BVI. Company Law. The BVI Business Companies Act BVIBC Act, Type of Companies. In addition to the companies limited by shares, the BVIBC Act allows the incorporation of other types of companies such as: Ø Companies limited by guarantee and authorised to issue shares; Ø Companies limited by guarantee and not authorised to issue shares; Ø Unlimited companies authorised to issue shares; Ø Unlimited companies not authorised to issue shares; Ø Restricted purpose companies and Ø Segregated portfolio companies. Points of Interest. Incorporation under the BVIBC Act provides the following benefits and features: Ø The BVI Business Companies ( BBC ) created under the BVIBC Act are not prohibited from carrying on business with persons in the BVI. However, the memorandum must contain a statement in the approved form specifying the limitations on the business that the company may carry on in the BVI. Ø BBC companies are exempt from all BVI taxes and stamp duty (except for registration fees and annual license fee) even though the administration of a BBC may be from within the BVI. Ø A BBC is not required to have an authorised capital. The BVIBC Act requires the memorandum to state the maximum number of shares that the company may issue. The company does not have to state the par value of its shares or the currency, although it may do so. Ø BBCs are not required to state their object or purpose in the memorandum, although they may do so. Ø An BBC is required to have a Registered Agent and a Registered Office in BVI. Ø Both registered and bearer shares can be issued (and converted from one to another). As of the effective date of the Amendment Act, 2003, whenever a company issues a bearer share it will be required to deliver it into the custody of a custodian. Icaza Trust Corporation, our affiliated office is licensed to act as Authorized Custodian.

3 Ø Board meetings of stockholders/directors/officers may be held anywhere in the world and may be conducted by telephone or through electronic means. Circular resolutions are acceptable. Ø No public record is kept, of the identity of shareholders or directors. Ø Directors have power to protect the assets of the company by transferring them to trustees, another company or legal entities for the benefit of the BBC, its beneficial owners or creditors. Ø Registered Agents are authorized to authenticate the signatures of directors, officers, or agent. Ø The BBC Ordinance allows that a company incorporated outside the BVI may be redomiciled in the BVI under the "continuation" features of this Ordinance. Ø The books and records of the company may be maintained anywhere. Ø No accounts or annual summaries have to be filed with the Government, with the exception of the annual fee form to be completed and filed by the Registered Agent in BVI. Ø BBCs may merge or consolidate with BVI or foreign companies where permitted by the law of the country of residence of the foreign company. Ø Ø Shares need to be issued once directors are appointed. Directors must sign an acceptance letter. How to incorporate a BBC. Any person (natural or juridical) may singly or jointly with others (in the BVI or elsewhere) incorporate a BBC by subscribing to a Memorandum and Articles of Association. The usual procedure is for a nominee to act as incorporator. Our company, ICAZA, GONZALEZ-RUIZ & ALEMAN (BVI) TRUST LIMITED, offers the service to act as sole incorporator. When the company is registered, control of the company is passed over to the interested party by appointing as first directors (individual or corporate) those indicated by the client. The directors, in turn, arrange the issuance of shares and take the other decisions to commence business. The length of time required for the corporation to be formed will be approximately five (5) working days from the date in which final instructions are received by us. IMPORTANT NOTE: In accordance with regulatory and legal provisions, our firm maintains internal policies related to the processes of Due Diligence and Know your Client", as routine to avoid the occurrence of illicit activities, protecting our clients and our business. *Under no circumstance a BVI company acquired through our offices can be marketed as an aged company. For purposes of this prohibition, a company which has not been sold will become an aged company after a period of one (1) year after its incorporation date.

4 Incorporation Cost. The incorporation cost of a BVI corporation allowing up to 50,000 standard share capital covers the following: Professional fees for the incorporation, Duties payable to the local Government for the incorporation of the company, Certificate of Incorporation, Memorandum & Articles of Association, First Minutes, Corporate Register, Printed share certificates, Corporate seal, Providing Registered Offices and serving as Registered Agent for the first year. Annual License Tax. Registered Agent and Registered Office fees applies one year after to the incorporation date. Annual License Tax paid to the government for companies allowing up to 50,000 shares is US$ A BBC must pay an Annual License Tax to the government. The amount of this tax depends on the authorised shares of the company. If the annual license tax is not paid due date on the corresponding last penalty date, the company is stricken-off from the Register. However, it may be subsequently restored by payment of fine. a) For companies incorporated during the first six months of a year: - Payment of the License Tax is due by May 31 st. - After June 1 st payment of the tax is subject to the following surcharges for nonpayment on due date: 10% until 31 st July 50% until 31 st October b) For companies incorporated during the second six months of a year: - Payment License Tax is due on November 30 th. - After December 31 st payment of the tax is subject to the following surcharges for non-payment on due date: 10% until 31 st January 50% until 30 th April Please note that on the next year following the year of incorporation, we shall send the client a reminder on when and how to pay the Annual License Fee and Register Agent and Office fee. Amendments. The Memorandum/Articles of Association may be amended by either a resolution of directors or of shareholders and the amendment filed with the Registrar of Companies. Books, Records and Common Seal. A BBC is required to have a common seal (which may be kept outside or within the BVI) and an imprint thereof must be kept at the BBC's Registered Office in BVI. Seals must be used if the company enters into a contract which, if entered between individuals, would be required by law to be in writing and under seal. A BBC shall keep such accounts and records as the directors consider necessary or desirable in order to reflect the financial position of the company, at the Registered Office of the company in BVI or at such other place outside the BVI as the directors determine.

5 Powers of Attorney. A BBC may grant general or special Powers of Attorney to any person, to act on its behalf to execute contracts, agreements, deeds and other instruments. These powers are not a matter of public record, although it is advisable that the Registered Agent be informed. Certificates of Good Standing. Certificates of good standing for a BBC can be obtained upon application to the Registrar of Companies. Register of Shares. No public records exist of shareholders. Every BBC is required to keep one or more Registers of shares and shareholders, and at least one copy thereof must be kept at the Registered Office of the Company in the BVI. To comply with the law, the Registered Agent must be informed of any changes in the Shares Register. Directors/Officers. Every company is required to appoint one or more directors within six months of its incorporation. A company may serve as a director. There are no nationality requirements for directors or shareholders. A director cannot be appointed unless he has given written consent to his appointment. Once a Director is appointed, the company must issue shares. Every company formed in the BVI is required to establish and maintain a Register of Directors. The Register must be kept at its Registered Office and will remain confidential in our files as it is not a requirement to file it at the Registry of Companies. Transfer of Jurisdiction. A BVI company may transfer its domicile to a foreign jurisdiction permitting such transfer. A company organized under any foreign jurisdiction may continue its existence as a BVI company upon approval of the necessary Resolution by its proper corporate body.upon the registration of the Articles of Incorporation with the Registrar of Companies such a company will then continue as a BVI company regardless of provisions to the contrary in the laws of its previous jurisdiction. Trustee Services. Icaza, González-Ruiz & Alemán (BVI) Trust Limited is a trust company licensed pursuant to the Banks and Trust Companies Act (1990) in the British Virgin Islands, to engage in trust business and act as a professional trustee of trusts. You may contact our office in the British Virgin Islands for more information on our trustee services.