Registration of Company on British Virgin Islands (2023)

Company registration in the BVI

Registration of Company on British Virgin Islands (1)

The British Virgin Islands (BVI) is a British overseas territory located in the Caribbean (the Francis Drake Channel), it is bordered by the east to Puerto Rico. The capital city of the British Virgin Islands is Road Town with a population consisting of over 30,000 people. The official currency of the British Virgin Islands (BVI) is the United States Dollar (USD) with the English language as its official language.

The BVI Business Companies Act 2004is the legislative framework regulating Company formation, regulation and other incorporation related activities in the British Virgin Islands. The government is a political democracy under a constitutional monarchy.

Company formation in BVI is a solid source of annual revenue to the government of this jurisdiction as it contributes more than 50% obtained from licensing fees paid by the companies. The BVI is a reputable offshore regulatory jurisdiction. The BVI Financial services commissionis an autonomous regulatory authority responsible for company activities and other related financial services on the Island.

Benefits of Company Formation in BVI

  • Political and economic stable state;
  • Ease of incorporation, operation and maintenance;
  • A classic offshore jurisdiction;
  • Tax-free regime;
  • Minimum of one shareholder;
  • No minimum paid-up share capital requirement;
  • Confidentiality of the directors, shareholders and beneficiaries’ details (not available to the public);
  • Non-residents are allowed to register offshore companies in the BVI in any sphere of activity permitted by the legislation of the state;
  • Offshore companies in the BVI can be established by non-residents or citizens of the country, and it is possible to re-register the company outside the borders of the islands;
  • Nominee service is allowed;
  • Asset protection.

Business in BVI: Types of Companies

  • International Business Company and shelf corporations (both available).
  • The company limited by shares;
  • The company limited by guarantee;
  • Hybrid company (limited by guarantee but has the right to issue shares);
  • Unlimited company (without the right to issue shares);
  • A segregated portfolio company (Protected cell company).

The following are certain conditions that must be met depending on the type of business companies, they include:

  • The company name should end with thefollowing any of these suffixes indicating its form of activity, namely: Limited, Incorporated or Corporation (LTD, Inc and Corp, respectively). The regulation admits the preparation of names in Chinese;
  • The amount of the authorized capital equals to US$50,000. The contribution is made to alocal bank accountby the founder (not mandatory);
  • Issue of registered shares is allowed, and bearer shares are not used;
  • When registering a company in the BVI, the company should consist of the following persons: 1 shareholder and 1 director. A Legal entity can act as the latter, andthe appointment of nominee directors and shareholdersis permitted;
  • Zero taxation does not require audit and submission of annual reports.

Business in BVI: Taxes

  1. Corporate tax rate - 0%.
  2. Personal income tax - 0%.
  3. Value Added Tax rate - 0%.
  4. No taxation treaty access.
  5. BVI signed Tax Information Exchange Agreements.

Bookkeeping in the British Virgin Islands

  • Account filing requirements - NO
  • Statutory audit requirements - NO
  • Annual return filing requirements - NO

Company Formation Requirements for BVI

  • Certificate of incorporation;
  • Articles and Memorandum of Association;
  • Minimum of one shareholder and director;
  • A legal registered office;
  • A legal registered agent;
  • Directors Acceptance Letter;
  • Share(s) certificate;
  • Articles and Plan of Consolidation;
  • Notarized passport copies.

It is important to note that the procedure forcompanyregistration in BVI isquite straightforwardbut the company legislation is constantly amended,it should be monitored and taken into account at all times. The last amended rules have been made stricter in the identification of investors coming to the jurisdiction.

Now,to complete the registration of a companyin the British Virgin Islands, the beneficial owners mustprovide bank statements (resident bank) dating at least six months. In addition, confirmation of the registered address of the founders andtheir personal data is required.

Furthermore, The BVI’s Economic Substance (Companies and Limited Partnerships) Act, 2018 (BVI Substance Act) came into force on 1stJanuary 2019. The BVI Substance Act is supplemented by the BVI’s Economic Substance Code (BVI Substance Code).This law applies to the following legal entities, they include:

(Video) British Virgin Islands Offshore Company Formation: BVI Company Registration - Business Set Up | SFM

  • Companies and foreign companies incorporated/registered under the BVI Business Companies Act, 2004 (as amended), excluding companies which are not resident in the BVI; and
  • Limited partnerships and foreign limited partnerships formed/registered under the Partnership Act, 1996 or the Limited Partnership Act, 2017, excluding limited partnerships which are not resident in the BVI or do not have a legalpresence;

The following legal entities are exempted from the act, they include:

  • An investment fund (within the meaning of applicable BVI legislation); or
  • A non-resident company and a non-resident limited partnership.

An entity is a “non-resident company” or “non-resident partnership” if the company/partnership is resident for tax purposes in a jurisdiction outside the BVI which is not on Annex 1 to the EU list of non-cooperative jurisdictions for tax purposes.

Entities Which are Subject to The BVI’s Economic Substance Requirements

The BVI Substance Act imposes economic substance requirements on all BVI legal entities carrying any of the legalized“relevant activities”in its jurisdiction.

A legal entity incorporated or registered in the BVI will have to adhere tothe BVI Substance Act.

The details of all“relevant activities” are defined in the BVI Substance Act with further clarifications seenin the BVI Substance Code.

Economic Substance Requirements in the BVI

Each legal entity which is not a tax resident outside the BVI (other than a pure equity holding entity) must, in relation to any relevant activity, carry out defined core income-generating activities in the BVI and demonstrate economic substance by reference to the following criteriawithwith regardsto the nature and scale of the relevant activity:

  • The relevant activity being directed and managed in the BVI;
  • Adequate numbers of suitably qualified employees who are physically present in BVI (whether they areemployed by the relevant legal entity or not and either on temporary or long-term contracts);
  • Adequate expenditure being incurred in the BVI;
  • Appropriate physical offices or addressesin the BVI; and
  • The relevant activity isanintellectual property business requiring the use of specific equipment located in the BVI.

Enhanced Substance Requirements for Intellectual Property (IP) Activities in the BVI

A BVI entity engaging in the intellectual property businessand possessesholding intellectual property assets like (but is not limited to) copyright, patents, technical know-how, trademarks, brands and goodwill. This appliesto a broad range of businessesand is not restricted to IP businesses. The BVI Substance Act places enhanced requirements on entities involved inintellectual property businesses.

BVIPure Equity Holding Entities

A BVI pure equity holding entities areentities that fall within the scope of the BVI Substance Act but haveno other relevant activity other than holding equity participation in other entities earning dividends and capital gains. Pure equity holding entities are subject to reduced substance requirements under the BVI Substance Act.

(Video) 4 Reasons You SHOULD NOT Register a Company in the British Virgin Islands

BVI pure equity holding entities haveanadequate substance within the BVI if theymeet the following conditions, they include:

  • Comply with their statutory obligations under the BVI Business Companies Act, 2004 (as amended) or the Limited Partnership Act, 2017, whichever is relevant (for example, requirements to pay annual fees andmake certain filings following corporate events); and
  • Have, in the BVI, adequate employees and premises for holding equity participationandmanagement,including those (employees) who will be responsible for the management.
  • BVI reporting obligations.

All entities must file information related to their tax residency and activities, this ensuresthat the BVI International Tax Authority has adequateinformation to monitor compliance with the BVI Substance Act. They must be filedthrough the BVI entity’s registered agent in the BVI, who will then input the information to the BVI’s existing Beneficial Ownership Secure Search System.

How to Register a Company in BVI: The Registration Process

Step 1. Law and Trust works with the client to get the company’s name and activity approval from theRegistry;

Step 2. Law and Trust works with the client to secure the Memorandum of Association (MOA);

Step 3. Law and Trust collects, prepares and files the necessary incorporation documents on behalf of the client to the relevant authorities for approval;

Step 4. Law and Trust works with the client to open a corporate bank account in BVI;

Step 5. Law and Trust deliver the certificate of incorporation personally to the client or via courier service.

BVI Company Formation FAQs

How long does it take to register a company in the British Virgin Islands (BVI)?

(Video) Company Registration in BVI | British Virgin Islands Company | CA Paras Mittal

It takes from one week to complete the company registration in the British Virgin Islands.

How much does it cost to register a company in the British Virgin Islands?

The cost of registering a company is US$1195,the total cost includes the preparation of legal documents, company registration, payment of all taxes and fees at the time of registration and legal address for the company (a year).

What are the minimum company formation requirements for setting up in BVI?

A minimum of one director, one shareholder and the registered office address in BVI.

Does a BVI company have to file accounts or financial tax return statements?

There are no requirements to file account and financial tax return annually, nor is there the need for statutory audit.

Does a BVI Company need a legally registered office and registered agent?

(Video) Register company in British Virgin Islands

A company in the British Virgin Islands must have a legally registered office and agent.

Why Incorporate with Law&Trust International?

Benefits of company registration, formation, and incorporation serviceswith Law&Trust International inthe British Virgin Islandsincludes:

Full range of related services:Provision of a full range of legal, corporate, government, and business intelligence related services in BVI. A detailed overview of our services includes full legal support of the company registration procedure, obtaining a legal address, interaction with the official government authorities of the jurisdiction, state fees, legal address of the company for a year, production and registration of company stamps and advising the client as part of the registration process. Opening a bank account and the cost of theseservicesare discussed during the consultation.

Professionals and expertise of Law:Worldwide registration and legal maintenance of companies, accounting services, and audit, tax planning and optimization, trademark and patent registration. Law and Trust provide clientswith the best company incorporation services.

Domestic service:Law&Trust ensure our services cover every regionin BVI. Be rest assured that no matter where the new company intends to incorporate inBVI, we’ve got the location covered.

Free initial advice:Free consultation from the lawyers of Law&Trust International regarding strategies or the provision of services for analyzing and developing a legal position on an issue the client raises in BVI.

Confidentiality:Law&Trust makes use of modern technological features to keep the records and details of every client safe.

Efficiency and productivity:Strategically providing up to date personalized services to help your business succeed.

(Video) How to set up a NFT company incorporation in the British Virgin Islands (BVI)?

Readyfor Company Incorporation?

If you are interested in registering and incorporating a company in BVI, contact Law & Trust International by simply sending an email or call now to take your business to the next level!

Opportunity to purchase ready-made companiesYesLegal systembased on English Common Law with local modifications and local statutesTerms of purchasing ready-made companyдве неделиThe use of the Cyrillic alphabet in the nameYesLocal registered officeYesOrganizational and Legal Forms1. The company limited by shares; 2. Company limited by guarantee; 3. Hybrid company - limited by guarantee, with the right to issue shares; 4. Unlimited company, without the right to issue shares; 5. Unlimited company with the right to issue shares; 6. Companies with limited objectives of the (special legal entities); 7. Segregated portfolio company.Terms of registration1 - 5 daysIndication of BPA in the name«Limited», «Corporation», «Incorporation» or «Incorporated», and «Societe Anonyme», «Sociedad Anonima», «Gesellschaft mit beschrankter Haftung» or abbreviation «Corp.», «Ltd.», «Inc.» , «SA» or «GmbH».Prohibited expressions in the nameAssurance, Bank, Building Society, Chamber of Commerce, Chartered, Cooperative, Imperial, Insurance, Municipal, Trust, Royal, or other similar in meaning to the word, as well as any words implying the protection of the British royal family, government BVI ​​or the UK, any other authority.Local registered agentYesThe information required to be kept at the registered officea copy of the register of directors, shareholders, bail bonds company, a copy of the memorandum of association and articles of association and the company's seal

FAQs

Why do companies register in the British Virgin Islands? ›

BVI companies are listed on the World's leading international stock exchanges. They are recognised as efficient, tax neutral vehicles, for use accessing international capital in financial centres from London and New York to Singapore and Hong Kong.

Is there a BVI company register? ›

The Registry of Corporate Affairs primarily administers the BVI Business Companies Act, and is responsible for ensuring that entities doing business in and from within the Territory are duly registered, and that the Register of Companies is properly maintained.

How many companies are registered in the British Virgin Islands? ›

There are an estimated 950,000 companies registered in the islands and the BVI is considered one of the major players in this sector.

What is a BVI registered company? ›

A BVI Business Company may be incorporated as a company limited by shares, a company limited by guarantee (with or without authorisation to issue shares), an unlimited company (with or without authorisation to issue shares), a segregated portfolio company and a restricted purpose company.

Is British Virgin Islands tax free? ›

As the BVI is zero-rated for income tax and does not have any other applicable taxes, this provision has no practical implication at present. A nominal trust duty of USD200 is payable on the establishment of a new trust.

How do I verify a company in BVI? ›

How do I conduct a company search? Information on companies formed in the British Virgin Islands can be obtained from the BVI Commercial Registry. General information on a company's registration number, registered office, incorporation date, status and authorized capital, etc. is available.

Where are BVI companies registered? ›

The Registry of Corporate Affairs primarily administers the BVI Business Companies Act, and is responsible for ensuring that entities doing business in and from within the Territory are duly registered, and that the Register of Companies is properly maintained.

How do I register an offshore company in the British Virgin Islands? ›

Process
  1. STEP 1 – SUBMIT INCORPORATION ORDER FORM FOR BVI COMPANY INCORPORATION. Please provide us your email address in the package details and we will email you the necessary incorporation forms. ...
  2. STEP 2 – MAKE PAYMENT FOR OFFSHORE COMPANY. ...
  3. STEP 3 – INCORPORATE BRITISH VIRGIN ISLANDS COMPANY.

Does BVI company need to pay tax in Singapore? ›

In all other respects BVI is either a zero or no tax territory, including no taxes on income, capital gains, sales, profits, inheritances and corporations. The majority of Government revenue is generated from company registration and license fees.
...
Taxes.
SingaporeBVI
Sales Tax7%Nil
Capital Gains TaxNilNil
4 more rows

What is a BVI Limited company? ›

A BVI Limited Liability Company (LLC) offers foreigners a limited liability offshore company with local no taxes of any kind.

Is a BVI company a UK company? ›

Basis of Legal System. The British Virgin Islands (BVI) is a British Overseas Territory. The company law statute, the BVI Business Companies Act, while originally derived from Delaware's General Corporate law, follows English company law principles and concepts.

How long does it take to incorporate a BVI company? ›

HOW LONG DOES IT TAKE TO INCORPORATE IN THE BRITISH VIRGIN ISLANDS. Once all required documents are returned to the agent and the fee paid, it takes approximately one to two working days to incorporate a company in the British Virgin Islands.

How do you set up a BVI? ›

Incorporate and open a bank account in BVI
  1. Step 1:Select company name and types. Every company in the BVI is required to be registered under an accepted name and as an entity type recognized by the law. ...
  2. Step 2:Submit application. ...
  3. Step 3:Apply for business license. ...
  4. Step 4:Open a bank account. ...
  5. Step 5:Stay compliant.

How much does it cost to open offshore company? ›

The setup fee for opening an offshore bank account is usually between $550 to $1,250. This depends on the bank and the jurisdiction. An offshore company typically runs between $1,685 and $2,495. So, the total is usually $2,235 to $3,745 for both.

Are BVI companies required to file accounts? ›

Currently, as BVI Business Companies Act stands (July 2022), BVI Companies are not required to prepare and file Accounting Records and Financial Statements to the BVI Authorities, unless a regulated entity.

Can a BVI company be sued? ›

Publication of Notice of Strike off and Dissolution

The dissolution of the BVI company is effective from the date of the issue of the certificate and, from that date, the BVI company can no longer incur liabilities or sue or be sued in its own name.

What is the meaning of offshore company? ›

Offshore company: A company incorporated for the purpose of operating outside the country of its registration. Legal: A company may legitimately move offshore for the purpose of tax avoidance or to enjoy relaxed regulations.

Do BVI companies file tax returns? ›

Tax year and filing requirements – There is no requirement for BVI companies to submit a tax return since there is no corporation tax in the BVI.

How do I start a business in BVI? ›

Here are the steps to incorporating in the British Virgin Islands:
  1. Step 1: Reserve your Company Name. The first step is to reserve a company name with the BVI Registry. ...
  2. Step 2: Appoint a Registered Agent. ...
  3. Step 3: Open a bank account. ...
  4. Step 4: Submit all relevant documents.
16 Jul 2020

What is a certificate of good standing BVI? ›

Certificate of good standing.

In the BVI, “good standing” means that the relevant BVI Company is on the Register of Companies, has paid all fees, annual fees and penalties due and payable and has filed with the BVI Registrar a copy of its register of directors which is complete.

Does a BVI company need a secretary? ›

There is no legal requirement for a BVI company to have a company secretary following its incorporation. There is no minimum number of directors that a BVI company must have and it can have either individual or corporate directors.

Can a company be a director BVI? ›

A BVI company must have at least one director at all times following the appointment of its first director(s), and it can have either individual or corporate directors. There is also no residency requirement for directors. Once directors have been appointed, they will be able issue shares to the shareholders.

Is Cayman Islands and British Virgin Islands the same? ›

Two incredibly well-known offshore jurisdictions for company incorporation are the Cayman Islands and the British Virgin Islands (“BVI”). The Cayman Islands is an autonomous British Overseas Territory in the western Caribbean Sea, slightly west of Jamaica.

How much is payroll tax in the BVI? ›

A Class 1 employer and self-employed, pays a rate of 10% of the tax base (8% contributed by Employee and 2% contributed by Employer). A Class 2 employer and self-employed, pays a rate of 14% of the tax base (8% contributed by Employee and 6% contributed by Employer).

What is BVI Offshore Company? ›

British Virgin Islands (BVI) is one of the oldest and most respected offshore financial centres in the world. BVI is widely considered as a benchmark, which the other offshore tax havens strive to emulate. Fidesta Ltd is a professional offshore incorporation services firm.

Do BVI companies have tax identification numbers? ›

The British Virgin Islands (“BVI”) does not issue Tax Identification Numbers (“TINs”) or equivalent identifiers for tax purposes.

Is a BVI Ltd a corporation? ›

A BVI company is a corporation one or more people or entities form in the British Virgin Islands. The term International Business Company or IBC is the official name for what most people think of as “offshore companies” according to Fidelity. An IBC is a private corporation.

Do BVI companies have share capital? ›

There is no concept of authorised share capital as a matter of BVI law (the only similar limitation is that the memorandum of the company will provide that it is only authorised to issue a certain number of shares, although this may be an unlimited number), and so there are no minimum share capital requirements.

How do I transfer BVI shares? ›

What is the process to transfer shares in a BVI company? Shares in a BVI company are transferred by a written instrument of transfer, which must be signed by the transferor and contain the name and address of the transferee. The executed instrument of transfer should be sent to the company for registration.

How do I remove a director from BVI? ›

A director may be removed with or without cause by way of a resolution of members passed at a meeting for the sole or one of the purposes being removal of that director. Any notice for such a meeting of members must state that the removal is the purpose (or one of the purposes) of the meeting.

Do BVI companies have articles of association? ›

The BVI Business Companies Act is designed to be extremely flexible so that the memorandum and articles can be tailored to meet the requirements of the company and its members. However, the Act does require the memorandum and articles to provide for certain matters.

Are BVI companies required to file accounts? ›

Currently, as BVI Business Companies Act stands (July 2022), BVI Companies are not required to prepare and file Accounting Records and Financial Statements to the BVI Authorities, unless a regulated entity.

Is a BVI company a UK company? ›

Basis of Legal System. The British Virgin Islands (BVI) is a British Overseas Territory. The company law statute, the BVI Business Companies Act, while originally derived from Delaware's General Corporate law, follows English company law principles and concepts.

How do I check if a company is registered in BVI? ›

Please contact the BVI Commercial Registry to conduct your search. Contact info: (284) 494 5355-phone or (284) 494 6331-fax.

What is BVI Offshore Company? ›

British Virgin Islands (BVI) is one of the oldest and most respected offshore financial centres in the world. BVI is widely considered as a benchmark, which the other offshore tax havens strive to emulate. Fidesta Ltd is a professional offshore incorporation services firm.

What documents and records must a BVI company keep? ›

A company must keep the following records and documents at its registered agent's office: • its memorandum and articles of association; • an imprint of each of its corporate seals; • a copy of each notice or other document filed by it with the registrar in the previous 10 years; • each register or a copy of it; • each ...

Do BVI companies file tax returns? ›

Tax year and filing requirements – There is no requirement for BVI companies to submit a tax return since there is no corporation tax in the BVI.

What are the reporting requirements for a BVI company? ›

There are no strict reporting requirements in BVI and an IBC does not need to prepare financial statements or company accounts. The company should maintain only those accounts or records which the company directors consider to be necessary for their own use; and these can be kept anywhere in the world.

How do I register an offshore company in the British Virgin Islands? ›

Process
  1. STEP 1 – SUBMIT INCORPORATION ORDER FORM FOR BVI COMPANY INCORPORATION. Please provide us your email address in the package details and we will email you the necessary incorporation forms. ...
  2. STEP 2 – MAKE PAYMENT FOR OFFSHORE COMPANY. ...
  3. STEP 3 – INCORPORATE BRITISH VIRGIN ISLANDS COMPANY.

What is a limited company in BVI? ›

A company limited by shares is the most common type of company that is registered in the British Virgin Island. As its name denotes, a company limited by shares is the company having the ability to issue shares, and its member's liability is separated from the company's debts and obligations.

Who can be a director of a BVI company? ›

A BVI company must have at least one director at all times following the appointment of its first director(s), and it can have either individual or corporate directors. There is also no residency requirement for directors. Once directors have been appointed, they will be able issue shares to the shareholders.

Where are BVI companies registered? ›

The Registry of Corporate Affairs primarily administers the BVI Business Companies Act, and is responsible for ensuring that entities doing business in and from within the Territory are duly registered, and that the Register of Companies is properly maintained.

What is a certificate of good standing BVI? ›

Certificate of good standing.

In the BVI, “good standing” means that the relevant BVI Company is on the Register of Companies, has paid all fees, annual fees and penalties due and payable and has filed with the BVI Registrar a copy of its register of directors which is complete.

How do I register a company in the Virgin Islands? ›

Here's what you need to know to register your company in the British Virgin Islands (BVI).
...
Registration Timeline
  1. Step 1: Reserve your Company Name. The first step is to reserve a company name with the BVI Registry. ...
  2. Step 2: Appoint a Registered Agent. ...
  3. Step 3: Open a bank account. ...
  4. Step 4: Submit all relevant documents.
16 Jul 2020

How do you set up a BVI? ›

Incorporate and open a bank account in BVI
  1. Step 1:Select company name and types. Every company in the BVI is required to be registered under an accepted name and as an entity type recognized by the law. ...
  2. Step 2:Submit application. ...
  3. Step 3:Apply for business license. ...
  4. Step 4:Open a bank account. ...
  5. Step 5:Stay compliant.

Does BVI company need to pay tax in Singapore? ›

In all other respects BVI is either a zero or no tax territory, including no taxes on income, capital gains, sales, profits, inheritances and corporations. The majority of Government revenue is generated from company registration and license fees.
...
Taxes.
SingaporeBVI
Sales Tax7%Nil
Capital Gains TaxNilNil
4 more rows

Is Cayman Islands and British Virgin Islands the same? ›

Two incredibly well-known offshore jurisdictions for company incorporation are the Cayman Islands and the British Virgin Islands (“BVI”). The Cayman Islands is an autonomous British Overseas Territory in the western Caribbean Sea, slightly west of Jamaica.

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