Cost of company formation in the BVI
| Service Description | Without nominee services | With nominee services |
|---|---|---|
| Company incorporation, including state fees | ✓ | ✓ |
| Registered office address for 1 year | ✓ | ✓ |
| Set of documents with Apostille | ✓ | ✓ |
| Corporate seal | ✓ | ✓ |
| Sending of documents (from the jurisdiction and from nominee director) | ✓ | ✓ |
| Nominee director and/or shareholder (issue of one power of attorney with Apostille) | ✓ | |
| Total cost of registration | $2500 | $3100 |
| Annual maintenance | $2800 | $3400 |
Additional services
| Service description | Cost |
|---|---|
| Apostille (including notarization) | $600 per document* |
| * Each subsequent document in the set | + from $60 per additional document |
| Certificate of Incumbency under Apostille | $600 |
| Certificate of Good Standing under Apostille | $750 |
| Change of director / shareholder | $600 / $550 |
| Economic Substance Classification Report | from $1000 |
General information: BVI Offshore Companies
- British Virgin Islands (BVI) is a group of islands in the Caribbean Sea situated to the east of Puerto Rico. The political status of the BVI is a British Overseas Territory (self-government since 1967). The capital is Road Town. The official language is English. The currency is the US dollar.
- The legal system of the BVI is based on English Common Law. The Constitution of 1967 is in force. The judicial system includes the Magistrate’s Court, the High Court, the Eastern Caribbean Supreme Court, and the UK Privacy Council.
- The BVI is one of the most popular tax-free jurisdictions with a favourable business environment. As of June 2024, nearly 360,000 commercial companies were active and registered in the British Virgin Islands.
- The main sectors of the economy are tourism, international corporate services, and the financial sector.
- A regulatory agency is the BVI Financial Services Commission (FSC).
- There are no currency exchange controls and no limits on cash flow movements.
Main characteristics of a BVI business company
| Company Status | BVI companies hold a single status, known as Business Companies (BC). The BVI Business Companies Act, 2004 (as amended) regulates their incorporation and operations. |
|---|---|
| Business Scope | BVI companies may engage in any lawful entrepreneurial activity. Registering a BVI offshore suits international trade and asset management. Some activities require a special licence (for example, banking, fiduciary services, insurance, investment funds, acting as a registered agent, etc.). |
| Activities in the BVI | BVI companies may open local bank accounts, rent offices, use professional services, maintain accounting, and hold shareholder and director meetings in the Islands. However, trading or buying real estate in the BVI by companies owned by non-residents may require relevant licences or permits. |
| Company Name | A company name can be anything, unless it matches or closely resembles an existing one. Certain words need prior written consent from the BVI Financial Services Commission (FSC). Examples include “Bank”, “BVI”, “British”, “Financing”, “Mutual Fund”, “Insurance”, “Leasing”, “Forex”, “Exchange”, “Royal”, “Trust”, and others. For more details, see the BVI Business Companies (Restricted Company Names) Notice, 2013. |
| Legal Form | The company name must include its legal form, often “company limited by shares.” Various endings are permitted, such as “Limited”, “Corporation”, “Incorporated”, “Societe Anonyme”, “Sociedad Anonima”, “Ltd.”, “Corp.”, “Inc.”, or “S.A.” |
| Registration Requirements | A registered office and a registered agent in the BVI are required. |
| Shareholders | Individuals or legal entities of any residency. |
| Share Capital | There is no minimum authorised or paid-up share capital. With the minimum government fee, a company may issue up to 50,000 shares. For companies authorised to issue over 50,000 shares, the annual government fee is 1,100 USD. The usual nominal value is 1 USD per share. The nominal value may be in any currency. Shares with or without par value are allowed. |
| Bearer Shares | As a general rule, unless explicitly allowed under the memorandum and articles, a BVI company may not issue bearer shares or convert registered shares into bearer shares. If a BVI company uses bearer shares, those certificates must be held by a custodian who is approved or recognised by the BVI Financial Services Commission in accordance with Part VIIA of The Financial Services Commission Act, 2001. The custodian is only a holder, not an owner of those shares. Companies with bearer shares pay an increased annual fee of 1,100 USD. |
| Management | At least one director is required, who may be an individual or a legal entity of any residency. Director meetings may take place at any location and frequency. |
| Corporate Seal | A corporate seal is mandatory. Its impression must be kept by the registered agent. |
Taxes and fees
The BVI business companies are exempt from all taxes regardless of the source of income. The companies must pay only an annual fee. In case of failure to pay the fee in due time (see the table below), penalties are charged to the outstanding amount with the following striking-off of the company from the register (however, provided that all the fees and penalties are settled, the company may be restored in the register).
| Date of incorporation | Date of payment of annual fee | 10% penalty | 50% penalty | Strike off the register |
|---|---|---|---|---|
| 1 January — 30 June | 31 May, starting from the second year of the company’s existence | 1 June — 31 July | 1 August — 31 October | 1 November |
| 1 July — 31 December | 30 November, starting from the second year of the company’s existence | 1 December — 31 January | 1 February — 30 April | 1 May |
Accounts and records for BVI Companies
General Reporting Requirements for Offshore Companies
BVI law does not require offshore companies to file accounts or undergo mandatory audits. These financial records are not public.
However, BVI companies must keep accounts and supporting documents for all financial transactions. BVI legislation also imposes detailed standards for maintaining corporate and financial records.
Requirements for Storing BVI Offshore Documentation
- Constitutional Documents: Section 96 of the BVI Business Companies Act 2004 requires companies to keep their Memorandum and Articles of Association at the registered agent’s office. They must also keep the register of members, the register of directors (or copies), and copies of all notices submitted by the company over the previous 10 years.
- Minutes and Resolutions: Section 97 of the Act states that companies must keep minutes of meetings and resolutions of members and directors. These documents can be kept at the registered agent’s office or at another location chosen by the directors.
Records and Underlying Documentation
Under Section 98 of the BVI Business Companies Act (as amended in 2015), a company must:
- Keep its records and underlying documentation at its registered agent’s office or in another location or locations (inside or outside the BVI) decided by the directors.
- Retain those records and underlying documentation for at least five years from the date of the transaction or the end of the business relationship to which those documents relate.
The term “records and underlying documentation” includes financial statements (accounts) and other company records (such as invoices and contracts) concerning:
- All funds received and spent by the company, and the reasons for receiving or spending them.
- All goods the company sells or buys.
- The company’s assets and liabilities.
These records must clearly show and explain the company’s transactions. They must also allow anyone to determine the company’s financial position at any time with sufficient accuracy.
Access to Company Documentation
If the company’s records and supporting documents are stored outside the registered agent’s office, including overseas, the company must give the registered agent in writing:
- The address of where these documents are actually stored.
- The name of the person who owns or controls that location.
- A commitment ensuring that the registered agent can request and gain immediate access to those documents at any time.
If the storage address or controlling person changes, the company must update the registered agent in writing within 14 days. If requested by the BVI Financial Services Commission (FSC) or another BVI authority, the registered agent will request and receive the company’s records and supporting documents.
Additional Provisions on Document Storage
Failing to keep proper financial records is an offence, punishable by a fine of 75,000 USD (as per Section 98(8) of the Act).
Under the BVI Mutual Legal Assistance (Tax Matters) (Amendment) Act 2012, companies must retain relevant records and supporting documents for at least five years following the completion of the transaction or the end of the business relationship in question.
Confidentiality of Offshore Companies
- Shareholders and Beneficial Owners: Information about shareholders and beneficial owners remains confidential. Only the local registered agent has this data, gathered through mandatory due diligence. Data confidentiality is a major benefit of registering an offshore company in the BVI.
- Publicly Accessible Information: The Certificate of Incorporation and the Memorandum & Articles of Association are not considered confidential. Copies are stored in the Companies Registry.
BVI Companies’ Register of Directors
In 2015, the Business Companies Act was amended to require companies to submit director information to the Companies Registry. Section 118A of the Act states that a copy of the register of directors must be provided to the BVI Companies Registry. Companies had to comply by 31 December 2016.
If any changes occur in the register of directors, the company must file a copy of the updated register within 14 days. This includes changes in directors and changes in their personal details, such as name or address.
The copy of the register of directors at the Companies Registry is not publicly available. However, it may be disclosed by a court order or a written request from a BVI authority (such as a financial regulator, tax authority, or law enforcement body) or a similar foreign authority acting under relevant mutual assistance powers. The registered agent and anyone with contractual relations with the company also have access to the directors’ register.
International Information Exchange in the BVI
As of 2023, the BVI has active Tax Information Exchange Agreements (TIEAs) with Aruba, Australia, the United Kingdom, Germany, Guernsey, Denmark, Iceland, India, Ireland, Canada, China, the Netherlands, Norway, Poland, the United States, Finland, France, the Czech Republic, Sweden, and Japan. It has also signed and brought into force agreements with Greenland, Curaçao, New Zealand, the Faroe Islands, Portugal, Sint Maarten, and South Korea. There is one double taxation agreement with Switzerland.
Since 1 March 2014, the BVI has participated in the OECD Convention on Mutual Administrative Assistance in Tax Matters, as amended by the 2010 Protocol. This provides multiple pathways for the BVI to exchange tax information internationally. The BVI also signed the multilateral agreement for the automatic exchange of financial information under the Common Reporting Standard. The first automatic exchange took place in September 2017 and continues on a yearly basis.
Registering an offshore company in the BVI brings many opportunities but demands careful planning. Trust our professional team and feel confident in every step.
Why Choose Our BVI Formation Services
We have worked with BVI company formations for years, honing proven strategies to make the process efficient and compliant. Our dedicated specialists understand the latest legal requirements and will tailor an incorporation package to fit your business model perfectly.