BVI Fact Sheet
General
| Type of Entity | Business Company limited by shares, Business Company unlimited Business Company limited by guarantee Limited Partnership |
| Political Stability | Good |
| Common or Civil Law | Common (UK Privy Council is the final Court of Appeal) |
| Disclosure of Beneficial Ownership to Government Authorities | Disclosed to Registered Agent International Tax Authority via the Beneficial Owner Secure Search System (BOSSS) BVI Registry of Corporate Affairs (scheduled to be implemented in 2024) |
| Migration of Domicile Permitted | Continuation of companies from another jurisdiction is allowed once the law in that jurisdiction allows the company to continue to a new jurisdiction. |
| Tax on Offshore Profits | Nil. The BVI has a payroll tax system only, no taxes are applied to the company’s income. |
| Language of Name | English. Any other language should be translated to English |
| Financial Statement Submission Effective January 1st, 2023, it is mandatory for a Financial Statement (in a form provided by the Government) to be submitted to the Register Agent annually. This requirement does not apply to limited partnerships.
Economic Substance Effective June 30th, 2019, Business Companies and Limited Partnerships are required to file a Declaration with the International Tax Authority via the Beneficial Owner Secure Search System (BOSSS) confirming their status. Filing of Register of Directors It is mandatory to file the initial and ongoing changes in directors. A list of directors is available for public access, but no private information will be listed, only the name of the directors. |
Corporate Requirements
| Minimum No. of Shareholders | 1 (one person can hold the position of director, shareholder, and ultimate beneficial owner |
| Minimum No of Directors | 1 (one person can hold the position of director, shareholder, and ultimate beneficial owner |
| Minimum No of Ultimate Beneficial Owners | 1 (one person can hold the position of director, shareholder, and ultimate beneficial owner |
| Minimum Authorised Shares | Minium is 1 share but the standard authorized shares in the industry is 50,000 with or without par value. Over 50,000 authorized shares will incur additional Government registration and renewal fees. |
| Corporate Directors | Yes |
| Company Secretary Required | Optional |
| Usual Share Capital | N/A |
| Bearer Shares | Prohibited |
| Production of Accounts | Mandatory as of January 1st, 2023 to be filed with the Registered Agent only. |
| Audit of Accounts | Discretion of Directors unless the company is conducting a regulated activity with a license from the BVI Financial Services Commission |
Local Requirements
| Registered Office | Yes |
| Registered Agent | Yes |
| Company Secretary | No (Optional) |
| Local Directors | Only in cases where the company is within the scope of the Economic Substance legislation. |
| Local Shareholders | No |
| Local Liquidator | Yes (if commencing voluntary liquidation) |
Annual Requirements
| Minimum Annual Tax/Licence Fee | US$ 550.00 – US$ 1,350.00 depending on share Capital structure (number and type of shares authorised for issue) and sites of share certificates issued. Economic Substance filing fee as per the fee schedule provided upon request. Annual Return filing fee as per the fee schedule provided upon request (applies to Business Companies only) |
Restrictions on Trading
- Business Companies are allowed to do business in the BVI and internationally. The necessary licenses are required to conduct business in the BVI.
- There are activities conducted internationally that are regulated in the BVI and requires a license from the BVI Financial Services Commission, in addition to any other licenses required in the jurisdiction of operation.
- BVI entities are prohibited from conducting services that are restricted in the BVI, eg. sale of ammunition and pornography.
- Entities falling within the scope of the Economic Substance legislation in the BVI must show substance in the BVI based on the category they fall within.
Attractive Features
- The name must indicate the company’s limited liability status using the abbreviations Ltd, Corp, Inc or SA or these terms’ full versions.
- Full exemption from taxation on any business activity or transaction carried on outside the British Virgin Islands.
- Full exemption from Exchange Restrictions.
- Speedy incorporation procedures and simple ongoing administration.
- Complete business privacy and confidentiality.
- One person can hold the position of director, shareholder, officer and ultimate beneficial owner.
- The ultimate beneficial owners, shareholders, directors and officers may be of any nationality and may be residents of any country.
- Neither the directors nor the officers need be shareholder.
- Shareholders, Directors and/or officers can be either corporate entities or natural persons.
- Ultimate Beneficial owners can also be an entity if it is Government owned, a trustee of a trust or a publicly listed company.
- No minimum requirement on authorized shares that can be issued. It may be denominated in any currency and at least one share must be issued upon incorporation or appoint appointment of the first director(s). Bearer shares are no longer allowed.
- Shareholders and /or directors may hold their meetings in any country and they may attend such meetings by proxy. No need for an annual general meeting of shareholders. Also, Written Resolutions can be done in place of a meeting of the directors or shareholders and circulated to each director for signing. The Resolution will be effective after the last director has signed, subject to the percentage required by the Articles of Association to sign written resolutions.
- Familiarity of incorporation documents (Memorandum & Articles of Association, Certificate of Incorporation).
- Use of Registered Agent certification, notarization and Apostille should documentation need to be legalised.
- Incorporation documents may be drafted in any language together with a translation into English.
- Registration of mortgages on vessels, property, shares, aircraft, etc. are available.