BVI company matters are governed by the BVI Business Companies Act of 2004, as amended.
A BVI company may undertake any legal activity, including holding property in the BVI. The Registrar must be informed at the time of incorporation if the company intends to carry on business with residents of the BVI. It should be noted that certain activities will be subject to specific licencing.
BVI company registration timeframe
The incorporation of a BVI company is normally completed within one day. Should a company be urgently required, it is possible for one to be immediately purchased from our list of shelf companies.
A BVI company may continue in another jurisdiction if this is allowed by the legislation of the other jurisdiction. In this case, the company will continue to be registered in the BVI until all conditions of the continuation imposed by the other jurisdiction have been complied with. At that point, the company may ask for a certificate of discontinuance to be issued and its name to be struck off the BVI register of companies. The company will then no longer be considered a BVI company.
A company registered in another jurisdiction may also continue and become a BVI company if the legislation of its own jurisdiction allows it to do so.
Information held on public record
A copy of the memorandum and articles of association of every BVI company is held by the Registrar of Companies, along with details of their registered agent and registered office address. This information is available to the public.
In addition, a BVI company is required to file a copy of its register of directors with the Registrar within 14 days of the appointment of its first director and within 21 days of any subsequent change. The only persons allowed to inspect the register of directors are the BVI company itself, its registered agent and any competent authority. Inspection by any other person will require an order of the court.
A BVI company may use a name in any language, provided it is expressed in Roman characters.
The name must signify the limited liability status of the BVI company by containing one of the words “Limited”, “Corporation”, “Incorporated”, “Société Anonyme”, “Sociedad Anonima” or the equivalent abbreviations “Ltd”, “Corp”, “Inc”, “SA”.
Words such as “Assurance”, “Bank”, “Building Society”, “Royal”, “Trust Company” and “Trustee Company” may not normally be used.
The share capital of a BVI company may be denominated in any currency and each share may have any par value or even no par value. A minimum of one share must be issued at the time of appointing the first director and shares may be fully, partly or nil paid.
Bearer shares are allowed but if issued, the share certificates must be kept by an authorised custodian. Furthermore, a BVI company whose memorandum of association allows the use of bearer shares will be subject to higher incorporation and annual fees.
The minimum number of shareholders for a BVI company is one and there is no maximum. Shareholders may be natural persons, resident anywhere in the world or companies registered in any country. Nominee shareholders are widely used for confidentiality purposes.
Every BVI company must appoint at least one director within 6 months of its incorporation. No maximum number of directors is imposed by the legislation. Directors may be natural persons over the age of 18, resident in any country, who have not been disqualified or restricted by the BVI government from acting as directors. Another company registered in the BVI or elsewhere may also act as director of a BVI company. The use of professional directors is common, for confidentiality or other purposes. It is possible for the same person to act as sole director and shareholder.
Shareholder and director meetings
Meetings of the shareholders or directors of a BVI company may be held anywhere in the world and the legislation permits meetings to be held by telephone or electronic means. The shareholders are not required to hold an annual general meeting.
Every BVI company must have a registered office in the BVI. This is normally the address of the company’s registered agent. Certain records are required to be kept at the company’s registered office by law, such as the originals or copies of the registers of shareholders and directors, the directors’ letters of consent to act (originals or copies) and an imprint of the company’s common seal.
If the company has obtained any secured loans, then a register of charges must also be kept at the registered office. Failing to keep this register of charges is punishable with a fine of US$5,000.
The company may chose whether to keep the original minutes of directors’ and shareholders’ meetings at its registered office or not. If it choses to keep these records elsewhere, then the registered agent must be informed of the address where these records are kept. Failing to do so is an offence carrying a fine of US$10,000.
A BVI company is required to maintain proper accounting records of all its transactions, sufficient to determine its financial position at any point in time. These records may be kept at its registered office or elsewhere, generally for a period of five years. If kept at another location, the company must notify the registered agent of the exact location where these records are located.
None of the records kept at the registered office may be accessed by the public. These records are only available to the company’s directors and shareholders.
A BVI company has no obligation to appoint a company secretary but may do so if desired. The secretary can be a natural person residing anywhere in the world or another company. The same person may act as the company’s sole shareholder, director and secretary.
Other than maintaining proper accounting records, a BVI company has no obligation to have its financial statements audited or filed with any government authority.
Annual filing requirements
A BVI company is not subject to any annual filing obligations.
BVI business companies are not subject to any form of tax within the BVI.
Double tax treaties
BVI business companies are not eligible for benefits under any double tax treaties which the BVI government has signed.
As from 1 January 2019, BVI companies are subject to economic substance regulations. Companies incorporated in the BVI, which are engaged in “relevant activities” and which are not subject to tax in another jurisdiction are required to maintain a physical presence in the BVI, thus ensuring that the economic substance of the activity takes place within the jurisdiction. The list of relevant activities comprises banking, insurance, fund management, finance and leasing, headquarters business, shipping, pure equity holding, intellectual property and distribution and service centre (within a group of related companies) activities. Companies not involved in any of these activities fall outside the scope of the economic substance regulations.
The BVI was the first offshore jurisdiction to pass legislation allowing foreigners to establish companies there which were not subject to any form of tax. Several jurisdictions subsequently introduced similar legislation. Being a British Overseas Territory and using Common Law as the basis of its legal system has helped the BVI in being firmly established as the world’s leading non-taxable offshore financial centre.
A BVI company is a very convenient vehicle with which to hold investments or real estate or to run a consulting or e-commerce business operation.