LIEUTENANT GOVERNOR ROACH REMINDS BUSINESS ENTITIES OF UPCOMING ANNUAL FILING REQUIREMENTS FOR PROFIT AND NON-PROFIT CORPORATIONS, ALL PARTNERSHIPS, AND LIMITED LIABILITY COMPANIES TO SUBMIT FRANCHISE TAXES AND ANNUAL FILING FEES ON OR BEFORE JUNE 30, 2020 THROUGH THE DIVISION’S ONLINE SYSTEM, CATALYST. THE FILINGS ARE NECESSARY FOR ALL SUCH ENTITIES TO REMAIN IN ACTIVE/IN GOOD STANDING STATUS AND TO CONDUCT BUSINESS IN THE TERRITORY.
THE BUSINESS COMMUNITY IS INVITED TO ATTEND THE DIVISION OF CORPORATIONS AND TRADEMARKS’ VIRTUAL INFORMATION SESSIONS ON THE ONLINE CATALYST SYSTEM IN JUNE 2020. SESSIONS ARE OPEN TO EXISTING AND NEW BUSINESS OWNERS, AND SERVICE PROVIDERS WHO ASSIST BUSINESSES WITH FILINGS TO THE DIVISION OF CORPORATIONS AND TRADEMARKS. FOR MORE INFORMATION, VISIT THE IMPORTANT UPDATES TAB AND REVIEW PRESS RELEASE NUMBERS 034-20 AND 035-20.
Thank you for your interest in registering a business entity in the United States Virgin Islands. There are various types of business entities to choose which include Trade Name, Corporation (Domestic, Foreign, Non-profit, Foreign Non-profit, Professional, Foreign Professional, Trade and Labor, Foreign Trade and Labor, Cooperative, Foreign Cooperative, Exempt, Foreign Exempt, Economic Development, Virgin Islands Foreign Sales, and Alien), Limited Partnership, Limited Liability Partnership, Limited Liability Limited Partnership, and Limited Liability Company. All business entity registrations with the exception of Exempt Limited Liability Companies shall be submitted to office using its online system, Catalyst, at www.corporationsandtrademarks.vi.gov which is available 24-hours 7-days a week.
The Office of the Lieutenant Governor through the Division of Corporations and Trademarks serves as the registry for all corporate filing in the United States Virgin Islands. This office files all corporate documents as required by the Virgin Islands Code (Titles 11, Chapter 21; 13; 14 Section 611; and 26) and provides information to the public on registration requirements, entity’s status, officers, directors, members, managers, resident agent, partners, sole proprietors, and other business purposes.
The division also maintain two other registries – Uniform Commercial Code (Title 11A) and Trademarks (Rules and Regulations 3§33). Lien records on file with the division include financing statements, notice of lien, and judgment liens. For trademarks, only federally registered instruments on file with the United States Patents and Trademarks Office (USPTO) may be remitted for deposit to this office.
This information will help you as you begin to explore available business options. However, it cannot replace the specific knowledge and guidance that must be provided by an attorney and tax advisor as you make your own personal business decisions. This office does not serve any potential or current filers in those capacities. Therefore, you are encouraged to seek assistance, when necessary, as you move through this process from those experts.
Our experienced staff is always willing to assist you with any filing procedure. A list of frequently asked questions is provided to help you. The Division of Corporations and Trademarks of the Office of the Lieutenant Governor wishes you much success in your new business ventures.
Director, Corporations and Trademarks
The Division of Corporations and Trademarks has a new online system – Catalyst. Video Announcement
The Catalyst application allows business entities and trade names to easily submit payments and corporate documents online, as well as maintain business activity and history in one location, 24-hours, seven-days-a-week.
Using the registry allows the business community to:
- Submit all forms and payments online
- Request copies and certificates for immediate access
- Perform online searches
- Review returned forms for re-submission when applicable
- Receive reminders of due dates for Annual Reports and Renewals
To conduct business, visit www.corporationsandtrademarks.vi.gov. Casual users may learn of general details of registered business entities and trade names to include the date of registration, entity type, status, resident agent with address, and principal office address by clicking on the Corporation Search button on the home page.
For new business entities and trade names, click on the link below to review the Catalyst instructions for registration.
New Business Entities and Trade Names
Resident Agent Form
For existing business entities and trade names, click on the items below for using the Catalyst system.
- Existing Business Entities and Trade Names
Business and Trade Name Authorization Letter (Principals and Authorized Persons)
Business and Trade Name Authorization Letter (Trade Name Owners)
For Uniform Commercial Code (UCC) filers, click on link below to review the Catalyst instructions.
Uniform Commercial Code (UCC) Online Filings
Customers of the Division of Corporations and Trademarks may review the applicable sections of the Virgin Islands Code for the statutory requirements by visiting www.lexisnexis.com/hottopics/vicode/. Review the location of the applicable statutes under the purview of the division.
Title 11, Chapter 21 – Trade Names
Title 11A, Article 9 – Uniform Commercial Code
Title 13 – Corporations and Limited Liability Companies
Title 14, Chapter 30, Section 611 – Alien Corporations
Title 26 – Partnerships
Rules and Regulations Title 3, Section 33 – Trademarks
If you experience problems when opening in the browser, right click on the link, for Explorer click Save Target As, for Netscape click Save Link As, and save to a local directory. Open the saved file in Acrobat Reader.
Download the Division of Corporations and Trademarks Fee Listing for:
FREQUENTLY ASKED QUESTIONS & GLOSSARY OF TERMS
USING THE DIVISION OF CORPORATIONS AND TRADEMARKS CATALYST ONLINE SYSTEM
- How does a user gain access to his online account in Catalyst when locked out? Kindly contact the division at 340.774.2991 for further assistance.
- If a user forgets user name and password, how does one gain access to the online Catalyst system? For user name, kindly contact the division at 340.774.2991 for further assistance. For password, click forgot password on log in page and complete the instructions.
- What is the expedite fee (24-Hour Priority Handling)? It is a one-time $250.00 payment per filing per submission for the filer to receive a response from the division by the next business day. In the event that the filing is returned for revision and the filer wishes to have a response from the division by the next business date, another $250.00 fee shall be remitted.
- What is the duration for standard processing? Notification will follow within seven (7) days.
- What is the refund/credit-on file policy? Registration is not guaranteed and only money paid when not required may be refunded. A filer may request a refund or credit-on-file in writing to the division. A determination is rendered based upon the review of the information. The expedite, business and trade name reservation fees are non-refundable. Credit-on-file is non-transferrable.
- What are the acceptable forms of payment in the Catalyst system? The forms of payment are Mastercard, Visa or ATH. For cash, money orders and checks, the payments instruments shall be remitted directly to the division’s locations – 52E-1 Estate Thomas (Builders Emporium) on St. Thomas and 1105 King Street (Government House) in Christiansted, St. Croix. These alternate payment instruments shall be only remitted once the filing exists in Catalyst and it was saved and exited.
BUSINESS ENTITIES AND TRADE NAMES
- What is the difference between business or trade name reservation and registration? A business or trade name reservation is an application for use to hold a desired name for future use. A business or trade name registration is application submitted to the division for ownership. A reservation is not a registration.
- What is the renewal period for a trade name registration? Every person, partnership, copartnership, association, company, or corporation doing business in the United States Virgin Islands under a trade name pursuant to this chapter shall file an application to renew its tradename every two years and pay a fee of $50 to the Office of the Lieutenant Governor. Any person, partnership, copartnership, association, company, or corporation which fails to renew its trade name within six months of the expiration date as required by this chapter, shall cease title to the trade name, and said tradename shall become available to anyone who files for the tradename and pays the required registration fee. (Title 11, Section 1213 VIC)
- What is the due date for annual reports? Corporations, partnerships (limited partnerships, limited liability partnerships, limited liability limited partnerships), and limited liability companies shall remit report by or before June 30th of every year for the business entity’s last tax closing year. (Title 13, Sections 371, 373, 1211 and Title 26, Section 223 VIC)
- When did the franchise tax minimum increase for domestic and foreign profit corporations? The franchise tax minimum increased from $150.00 to $300.00 on January 29, 2018 pursuant to Act No. 8027. The same act amended Section 531, Title 13 of the Virgin Islands Code (Rate and Computation of Franchise Tax).
- What documents are available to the public? Business entity and trade name documents available to the public for a cost are registration applications, charter (articles, amendments, mergers, resident agent and principal office change, dissolution, termination), franchise tax and annual reports except financial statements which are confidential and proprietary information.
UNIFORM COMMERCIAL CODE (UCC)
- What is the duration of a UCC financing statement on file with the division? UCC financing statements are on file with the division for five (5) years unless it is continued within the six-month window prior to the lapse date. Judgment liens are on file for ten (10) years. Public-Finance and Manufactured-Home transactions are on file for thirty (30) years. A transmitting utility filing is on file until terminated.
- What is a trademark? A trademark is a brand name. A trademark or service mark includes any word, name, symbol, device, or any combination, used or intended to be used to identify and distinguish the goods/services of one seller or provider from those of others, and to indicate the source of the goods/services. (uspto.gov)
- How long does the trademark registration lasts? For a trademark registration to remain valid at the United States Patents and Trademarks Office, an Affidavit of Use (Section 8 Affidavit) must be filed: (1) between the fifth and sixth year following registration, and (2) within the year before the end of every ten-year period after the date of registration. The registrant may file the Section 8 Affidavit within a grace period of six months after the end of the sixth or every tenth year, with payment of an additional fee. The registrant must also file a Section 9 renewal application (Section 9 Renewal) within the year before the end of each successive 10-year period following the date of registration, or within a grace period of six months thereafter, with payment of an additional fee. Assuming the Section 8 Affidavit and Section 9 Renewal are timely-filed as indicated above, the registration will be renewed for a 10-year term. If the Section 8 Affidavit and Section 9 Renewal are not timely filed, the registration will be cancelled. Registrations cancelled due to the failure to file a Section 8 Affidavit and Section 9 Renewal cannot be revived or reinstated. (uspto.gov) The United States Virgin Islands honors the dates issued by the United States Patents and Trademarks Office.
PRESS RELEASES & NOTICES
Notice of Intent to Administratively Dissolve Business Entities For Failure to Pay
Press Release 035-20 – Corporations and Trademarks Virtual Information Sessions
Press Release 034-20 – Franchise Tax Trade Name Renewal Reminder
Press Release 068- Corporations and Trademarks Information Sessions
Press Release 007-20 – Corporations and Trademarks Active Compliance Feature
Press Release 010-20 Corporations and Trademarks Information Sessions
Catalyst System Information Sessions March 2020
Act No 6487 – Prohibit new business formation without proof of tax satisfaction for dissolved entities
Act No. 8027 – Capital Definition for Calculation of Franchise Tax along with Franchise Tax Minimum and Maximum
Act No 8258 – Requiring business licenses be issued within ten business days and authoring DLCA to hold casue hearing to refuse, revoke and suspend license for non-compliance