Offshore Companies
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British Virgin Islands
BVI Business Company
General Info
Procedures to incorporate
BVI Company Formation services with TBA have never been so simple!
Business Company’s (BC´s), are companies incorporated in the British Virgin Islands (BVI), under the International Business Companies Act, 2004 (all companies previously incorporated under the International Business Companies Act, 1984, automatically became subject to the BVIBC Act from 1st January 2007).
BVI Business Company are a very popular and widely used offshore companies because of their administrative ease, flexibility, taxation exempt status and the fact that they are widely accepted and understood by the international financial community. BVI BC’s may not own real property in the BVI, other than the lease of an office, and may not carry on banking or trust business (unless licensed under the Banks and Trust Companies Act, 1990) or insurance or re-insurance business (unless licensed in the BVI to carry on that business). Otherwise, BVI BC’s may engage in any activity that is not illegal under the laws of the BVI subject to any restrictions in their Memorandum of Association.
Offshore Incorporation
Language: The official and spoken language is English.
Currency: US Dollar.
Exchange Control: None.
Language of Name: Latin Alphabet. Any name in a language other than English must be accompanies by a translation to ensure that the name is not restricted. The BVI Business Companies (Amendment) Act, 2012 provides detailed guidance on the use of foreign character names in the naming of the BVI Business Company.
Registered Office Required: Yes, must be maintained in the British Virgin Islands, and must be maintained at the office of a licensed management company.
Time to incorporate: Two days.
Compliance
+ Share Issue
The normal number of shares issued is 50,000 with all of the shares having a par value, this being the maximum share issue for the minimum duty payable upon incorporation and annually thereafter. The shares may be expressed in any currency. The minimum number of shares issued is one share of no par value or one share of par value.
+ Taxation
A Business Company does not pay any tax on its world-wide profits to the British Virgin Islands authorities.
+ Double Taxation Agreement
The British Virgin Islands has treaties with Japan and Switzerland, although they have limited benefit and are not applicable to offshore business.
+ License Fees
The government incorporation fee for a BVIBC with par value and no-par value shares which is authorised to issue up to 50,000 shares is US$450. If the authorised number of shares exceeds 50,000 the incorporation fee is US$1,200.
Effective 1 July 2021 certain Registry fees in the BVI will increase – the main changes are as follows:
– A US$75 fee will be introduced for filing the first register of directors, required to be filed within 21 days of appointment. There was previously no Registry fee associated with this filing on incorporation.
– The Registry will only issue digital certificates as standard going forward: an additional US$50 fee will be payable where an original paper certificate is required. This applies to the certificate of incorporation, as well as certificates of good standing and other Registry certificates (dissolution, discontinuation etc).
+ Classes of Shares Permitted
Registered shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights.
+ Directors
The minimum number of directors is one. Directors may be natural persons or bodies corporate. They can be of any nationality and need not be resident. A copy of the Register of Directors must be held at the Registered Office and any changes to the Register must be sent to the Registered Office within 15 days of the change. Failure to do so may result in a fine of US$10,000.
+ Company Secretary
A company secretary is not a requirement under the Act, but a secretary is normally appointed to facilitate signing obligations.
An imprint of the Company Seal must be held at the Registered Office. Failure to do so may result in a fine of US$10,000. If the Minute Books containing records of meetings of members and directors are not held at the Registered Office the address at which these books are held needs to be provided.
+ Shareholders
The minimum number of shareholders is one.
A copy of the Register of Members must be held at the Registered Office and any changes to the Register must be sent to the Registered Office within 15 days of the change. Failure to do so may result in a fine of US$10,000.
BVI Business Companies and Limited Partnerships
Beneficial Ownership Registers
Starting from January 2, 2025, the Financial Services Commission (FSC) in the British Virgin Islands (BVI) will mandate that all BVI Business Companies and Limited Partnerships submit beneficial ownership (BO) information to the Registry of Corporate Affairs using the FSC’s VIRRGIN platform.
This measure is designed to improve corporate transparency and meet international compliance standards. The BO information will be maintained by the Registry of Corporate Affairs, a public authority, to ensure ownership records remain accurate and accessible to relevant entities.
Required Information for Ultimate Beneficial Owners (UBOs)
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For Individual Beneficial Owners Full legal name |
For Legal Entities Acting as Beneficial Owners Legal name |
Submission Process and Deadlines
Submitting Beneficial Ownership (BO) details to the Registry of Corporate Affairs under the BVI Financial Services Commission (FSC) is not an annual requirement. However, it is mandatory to ensure that the information remains current.
Initial Submission:
Starting from January 2, 2025, entities are required to submit their BO information.
For new entities incorporated on or after this date, BO information must be submitted at the time of incorporation.
Updates:
Any updates to BO information must be reported within 15 days of the change.
Confidentiality and Data Protection
In terms of public access, while the information is managed by a public authority, the Register of Beneficial Ownership (RBO) in the BVI is not open to the public. Instead, it is accessible mainly to law enforcement agencies, regulatory authorities, and other competent bodies such as the Financial Investigation Agency (FIA) and the FSC. Certain regulated financial institutions, including banks, may also access this information for purposes of due diligence and compliance. Although there have been discussions about the possibility of making the information publicly available, the BVI has opted to keep the register confidential.
The FSC has set up a dedicated Beneficial Ownership Unit within its Registry to manage the submission and verification of all beneficial ownership data. The FSC encourages entities and beneficial owners to review the guidelines to ensure a clear understanding of the regulatory requirements.
Non-Compliance Penalties
The BVI Financial Services Commission serves as the independent regulatory body responsible for overseeing, regulating, and inspecting financial services operating within and from the Territory. Its core mission is to uphold the stability and integrity of the financial system while positioning the BVI as a leading jurisdiction for financial services.
Packages and Prices
British Virgin Islands
Standard
Package
The cheapest option company formation, payment government fees, company office, local regulated agent, Client Due Diligence (CDD) full and free tax and legal assistance, and much more, to keep your entity fully compliant.
Business
Package
A special package with all services as included on the Standard Package, plus our Bank Account opening services, providing account opening remotely, and offering you online banking, multi-currency account, debit cards and all other major banking services you may need.
Premium
Package
A package with all services as included on the Business Package plus full Nominee Services (Nominee Members and Managers) providing you the highest degree in terms of confidentiality and anonymity.
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