The British Virgin Islands (BVI) consists of 4 large islands and 32 smaller islands and islets, in the eastern Caribbean Sea. The BVI economy is largely based on tourism and financial services. Since the 1980s, the government has made a substantial effort in attracting offshore businesses to register in the islands. It is estimated that more than half a million offshore companies are incorporated in the BVI with $1.5 trillion in assets. Offshore fees account for 60% of the national budget.
The BVI legal system is based upon English common law. A specialist Commercial Court was created in 2009 to hear commercial issues from the BVI. Appeals can be made to the Eastern Caribbean Court of Appeal, with a further right of appeal to the Privy Council in the United Kingdom. Investors feel confident that their legal rights are protected under a fair and balanced legal system.
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BVI became the market leader for corporate services with the introduction of the International Business Companies Act, which created the International Business Company (IBC) in the 1980s. IBCs have now been replaced by BC’s (Business Company). New legislation cancelled restrictions on doing business in the BVI, which existed for BVI IBC. BVI BC’s can conduct business with BVI residents and buy real estate property in the BVI.
A BVI company can operate under these types of licenses:
Commercial License
Encompassing trading activities;
Professional License
Encompassing professional services;
Rules on Company Names
The word "Limited", "Corporation", "Incorporated", or the abbreviation "Ltd", "Corp", "Inc" or "S.A." must be part of the name. Restricted names are ones that the Registrar may consider to be misleading, and include, for example, "Assurance", "Bank", "Building Society", "Chartered", "Cooperative", “Cryptocurrency Bank”, "Imperial", "Municipal", "Royal", "Trust" etc.
Registration Through a Local Agent
You cannot approach the BVI registrar directly to register a company. Each company needs to have a local registered agent authorised by the BVI government. Registered office address must be in the BVI. The principal business address may be in any country that is not under United Nation sanctions.
Shareholders, Directors and Officers
A minimum of one shareholder is mandatory. Residents of any non-UN sanctioned country, individuals and legal entities may become shareholders of BVI BC. A minimum of one director is required. The positions of President, Secretary and Treasurer, are mandatory for each BVI company.
Any persons including individuals and legal entities, such as corporations, limited liability companies, residents of any non-UN sanctioned country may be appointed as directors and officers of a BVI BC. One person may hold all positions - director, president, secretary and treasurer.
Company Authorized Capital
Current rules do not require authorised capital of the company and have replaced it with a maximum number of shares, which the company is authorised to issue.
Please keep in mind that the number of shares the BVI company is authorised to issue affects the government incorporation fee and annual fee. If a company is authorised to issue up to 50,000 shares, the government fee is $450. If a company is authorised to issue any number of shares exceeding 50,000, the BVI government fee is $1,200. If a company limited by guarantee that is not authorized to issue shares or an unlimited company that is authorized to issue shares, the BVI government fee is $450.
BVI BC may be authorized to issue shares with or without a par value. Standard BVI company is considered a company, which is authorized to issue a maximum of 50,000 ordinary shares of a single class with a par value of $1 each. If you require a deviation from this, you will have to let your incorporation agent in advance.
Public Registry
Each BVI registered agent is required to provide information about beneficial owners of BVI business companies to the Beneficial Ownership Secure Search System (BOSS System). BVI law enforcement can search the BOSS System at the request of UK authorities.
Taxes and Annual Fees
The BVI practices a “Territorial Tax System”; therefore, there are no corporate taxes levied for BCs who incorporate in the BVI but run business operations outside the country. The BVI government only collects taxes from BCs when there are elements of the business which are run locally, such as hiring of local staff or local operations within one of the islands.
Each BVI company must pay an annual renewal fee starting from the second year. Speak to us for the fees applicable upon your business license renewal.
The following are required for every directors, officers and shareholder:
- Copy of the passport of the company directors, officers, and shareholders.
- An original proof of residence showing the name and address of the company directors, officers, and shareholders. A utility bill or bank statement which includes a name and address is the most common type of document provided by clients. This document must be current and have been issued in the last 90 days.
- An original letter of introduction is required. This letter must be issued by a bank on official letterhead.
- If the shareholder is another company, then notarised / attested versions of those documents will be required.
Incorporation of BVI companies takes around 3 to 5 days. The time required for receiving the registration documents from the BVI Register of Companies and legalisation of the documents with Apostille is one week.