The British Virgin Islands (BVI) is a British overseas territory in the Caribbean. It is the leading offshore financial centre with over 500,000 offshore companies incorporated since 1984. The current population of the British Virgin Islands is approximately 30,000 as of June 2020, based on the latest United Nations estimates. The principal settlement is also its capital, Road Town. The language spoken is English. The official currency of the British Virgin Islands is the US Dollar.

The statute for company law in the BVI is the Business Companies Act, which follows the British company law principles and concepts in many ways. The BVI courts will apply both English laws and other common law jurisdictions. The Business Companies Act also contains certain concepts such as statutory mergers, segregated portfolio companies and continuations into and out of the BVI, which have no equivalent under English law.

Yes. International business companies are exempt from all provisions of the Income Tax Act (including dividends, interest, rents, royalties, compensation and other amounts payable by the company to persons who are not persons resident in the BVI). Capital gains realised on any shares, debt obligations or other securities of a company by persons who are not persons resident in the BVI are also exempt from all provisions of the Income Tax Act. No estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable by persons who are not resident in the BVI on any shares, debt obligations or other securities of the company, except for interest payable to or for the benefit of an individual resident in the EU. No stamp duty is payable in the BVI on the transfer of shares in a BVI international business company.


When the business holds BVI land or carries on business in the BVI, tax may be triggered. 

The significant businesses in BVI are:

• Investment banking and
• Private equity;
• Asset Management;
• Exports and Shipment;
• Trade – electronics,
garments and fast-moving consumer goods (FMCG);
• Gold, gems and jewellery; Tourism.

The principal statute governing the formation and operation of BVI business companies is the BVI Business Companies Act (BCA). The statute came into operation on 1 January 2005, replacing the Companies Act of 1985 and the International Business Companies Act, including their respective amendments. All new BVI companies are now incorporated under the BCA. From 1 January 2007, any existing international business companies that were not already re-registered under the BCA were automatically re-registered. The BCA regulates the incorporation and operation of all types of BVI companies, including those limited by shares, those limited by guarantee, unlimited liability companies, restricted purpose companies (also known as special purpose companies or SPVs) and segregated portfolio companies, whether their business is local or international in scope. The most common form of BVI company authorised to issue shares is a limited liability company that intends to carry on business outside the BVI. Business companies proposing to carry on certain types of business (such as insurance or mutual funds) are regulated by additional legislation, the BVI Financial Services Commission and the BVI Registry of Corporate Affairs.

Under the BVI Business Companies Act 2004, companies incorporated in BVI are defined as a Business Company. Business companies are very popular and widely used by offshore companies because of their ease of administration, flexibility, tax-exempt status and the fact that they are widely accepted and recognised by the international financial community. A business company will be incorporated as a company limited by shares with perpetual existence. 

Absolutely, and we know how to do it for you.

Yes, 100% foreign-ownership is allowed. Any individual or overseas corporate body may incorporate a BVI company.

The process of incorporation usually takes three workdays.

A business company is incorporated by filing the company’s memorandum and articles of association with the Registrar of Corporate Affairs (Registrar), together with a document in the approved form signed by the first registered agent signifying their consent to act in that capacity. There is no requirement to publicise an intention to incorporate, nor is there pre-approval requirement from any BVI regulatory bodies. The registered agent must perform a due diligence review on the promoters of the company.

Once satisfied that all the BCA’s incorporation requirements have been met, the Registrar will register the Memorandum and Articles of Association and issue a Certificate of Incorporation certifying that the company is incorporated on that date. If all appropriate information is provided to the registered agent, filing the memorandum and articles of association with the Registrar to effect incorporation can usually be accomplished within one business day. Issuing a certificate of incorporation usually follows within a couple of days.

The following are subject to additional licensing requirements under the British Virgin Islands law: Any company proposing to act as:

• a bank or deposit-taking institution;
• a money service business;
• an insurer;
• a corporate service provider; or
• a corporate trustee. Certain types of investment funds.
• Any company proposing to conduct investment business in or from the BVI.


The name of a limited by shares company shall end with:

(a) the word “Limited” “Corporation” or “Incorporated”;
(b) the words “Societe Anonyme” or “Sociedad Anonima”;
(c) the abbreviation “Ltd”, “Corp”, “Inc” or “S.A.”.

Company names containing words like “Bank”, “Trust”, “Insurance”, “Fund” or words conveying a similar meaning, and names suggesting royal or governmental patronage cannot be used except with written approval from the Registrar and regulatory licencing, as applicable. The Registrar will not accept company names that are objectionable or are identical to, or closely resemble, the names of existing BVI companies, or well-known international names, unless the existing company gives its consent.

A company may make an application to the Registrar in the approved form to change its name. 

There are no requirements or minimum for the paid-up capital of the BVI offshore company, however for a normal authorised capital of USD 50,000, it is divided into shares that can be with or without par value.

Certain grants and/or incentives may be available for companies establishing a business in the BVI. Historically, these grants have been given to capital-intensive projects that will lead to local employment opportunities, for example, hotel construction. These grants/incentives must be negotiated with the BVI Government and are typically implemented through private legislation.

No, this is not applicable as there are no double tax arrangements, moreover there is no taxation on income in the BVI.

There are no foreign exchange controls or foreign exchange regulations under BVI law. 

There is no withholding tax in relation to BVI companies.

Subject to any limitations or provisions to the contrary in the company’s memorandum or articles, any unissued shares and treasury shares are at the disposal of the directors. They can, without limiting or affecting any rights previously conferred on the holders of any existing shares or class or series of shares, offer, allot or otherwise dispose of shares to any persons, at times and on terms determined by them.

No. The only mandatory legal requirement is to have a “minimum local presence”, which means having a Registered Office and a Registered Agent in the BVI. We can provide this service for you. We also have mail and fax forwarding, document re-mailing and call handling services. 

In general, companies cannot own land in the BVI (or take security over land in the BVI), except under short term leases, without obtaining certain BVI landholding licences. To own real estate in the BVI, it is a pre-requisite that “Non-Belongers” and “Non-Belonger Companies” obtain a “Non-Belonger Land Holding Licence” (NBLH Licence). Similarly, no interest in land in the BVI, including a charge, can be acquired by any party who does not belong to the BVI unless that party holds an NBLH Licence.

No, there are no obligations for employment of local workforce.

The Labour Code 2010 is the main law regulating employment relationships. It sets out minimum requirements for annual vacation, maternity leave, notice periods and redundancy. The code applies to all employees (whether “Belongers” or “Non-Belongers”) employed in the BVI.

Foreign nationals need a work permit issued by the Department of Immigration before entering into the territory to work.

No local shareholders and directors are required to form and manage the company.

A minimum of one shareholder is required. There is no restriction on the nationality of the shareholder, and it can be another corporation. No details of the shareholders will appear on the public file in the BVI, but a register of shareholders must be kept at the registered office address of the company in the BVI.

A minimum of one director is required. There is no maximum. Corporate directors are permitted. Individual directors must:

• Be over the age of 18 years.
• Not be disqualified or restricted within the meaning of the BVI Insolvency Act.
• Not be an undischarged bankrupt.
• Not otherwise be disqualified by the memorandum and articles of association.

All directors, including alternate or reserve directors, must consent in writing. There is no maximum age for directors, nor is there any restriction on the number of directorships an individual can hold. There are no nationality or residency requirements for directors. Corporate directors are permitted.

A Register of Directors must be kept at the BVI registered office. There is no need to file the Register of Directors with the Registrar.

There are no restrictions on the minimum and maximum number of members.

If your BVI company is incorporated in or before June, it should be renewed before May 31 each year to ensure its legal status and recognition. Whereas BVI company incorporated from July to December can be renewed before November 30 each year.

For BVI Company, the annual fee payable to maintain a standard company authorised to issue up to 50,000 shares is USD 450, and annual fee for a company authorised to issue more than 50,000 shares is USD 1,200.

For BVI Companies incorporated between January 1st to June 30th renewal fees should be paid to the Registry before May 31’s deadline to avoid the penalties:

• June 1 to July 31st – 10% of renewal fee.
• August 1 to October 31 – 50% of renewal fee.
• November 1 to January 31 – 50% of renewal fee plus
• Restoration fee of USD 825.
• From February 1 – Penalty is the Restoration fee of USD 1125.

For BVI Companies incorporated between July 1st to December 31st the funds must be credited before November 30’s deadline to avoid the penalties:

• December 1 to January 31 – 10% of renewal fee.
• February 1 to April 31 – 50% of renewal fee.
• May 1 to July 31 – 50% of renewal fee plus Restoration fee of USD 825.
 
• From August 1 – Penalty is the Restoration fee of USD 1125.

We will ensure that your renewal fee is paid on time to avoid penalties.   

No. The main requirement is to pay the renewal fee on time.

There is no requirement to file accounts or a financial statement. A business company must keep accounts and records that are sufficient to show and explain the company’s financial transactions and will, at any time, enable the financial position of the company to be determined with reasonable accuracy. A business company must also keep minutes of all meetings and copies of all resolutions passed by the directors, members and officers.

Under the Mutual Legal Assistance (Tax Matters) Act 2003 (as amended), every company must keep its accounts, records and underlying documentation at the office of its registered agent or at another place determined by the directors. The records must be sufficient to show and explain the company’s transactions and must enable the financial position of the company to be determined with reasonable accuracy. These records must be kept for at least five years from the date of completion of the transaction in question, or the date when the company terminates the business relationship to which the records relate. If the records are kept somewhere other than the office of the registered agent, the company must provide the registered agent with a written record of the physical address of the records.

For all registered BVI companies, some of the information would be disclosed to the public via the BVI Registrar of Businesses and depending on the situation; the court may access other information through the customers’ BVI registered agent. The disclosed information generally includes the company’s registered office, registration number, company status, date of incorporation, and authorised capital. Furthermore, the public record of a BVI registered company also contains the following information:

• Company Incorporation Certificate – a one-page certificate issued by the BVI government that confirms the client’s company is registered correctly.
• A Certificate of Good Standing (CGS) is an official document, issued by the Registrar of Companies, confirming that a particular company legally exists, has complied with all administrative requirements pertaining to its continued registration and has paid all government dues, and, therefore, is “in good standing” in the Companies Register as of the given date. In its form, the CGS largely resembles the initial Certificate of Incorporation of the company. The CGS is used to formally confirm the continued legal existence of an offshore company after some time has already passed since it´s registration.
• Memorandum of Association and Articles of Association – Details of the company beneficial owners, directors and shareholders are not publicly available – the only documents held on public record are the memorandum and articles of association, and normally they do not contain any indication as to the actual shareholders, directors or the beneficial owners of the company.

No. BVI is not a suitable jurisdiction for any online or offline gambling business.

Yes, certainly. The BVI is one of the most popular offshore jurisdictions for offshore mutual fund registration, which is regulated and licensed under the Securities and Investment Business Act, 2010, as well as several regulations and guides under the law.

Yes, we can open a bank account here in Singapore for your BVI company.