Bank Accounts website
Flag Theory website

British Virgin Islands

We can help you incorporate in British Virgin Islands

Business Company (Company limited by shares)

The British Virgin Islands (BVI) has long established itself as a significant jurisdiction for offshore company incorporation. It is recognized as one of the world’s most prominent centers for international business companies and plays a central role in the global structuring of cross-border investments and asset holding. While the jurisdiction itself has a relatively small domestic financial services sector, the volume of entities incorporated there positions the BVI as a leading offshore incorporation hub.

The BVI’s legal and regulatory framework blends a traditional common law heritage with modern legislative developments tailored for international use. The legal system is based on English common law, with local statutes and court decisions complementing the system. English is the official language, and the judiciary includes a Commercial Court with judges experienced in handling complex international disputes.

The territory offers a balanced approach to regulation—providing a stable and reputable platform for legitimate business activity, while minimizing unnecessary administrative burden. The regulatory environment is supported by laws designed to prevent financial crimes such as money laundering and tax evasion, in line with international standards set by the OECD and FATF.

BVI companies are widely used in Asia, particularly for structuring investments into and out of China. They are also frequently employed as holding companies for businesses listed on major stock exchanges. Notably, over 130 so-called “red chip” companies listed on the Hong Kong Stock Exchange (HKEX) use BVI-incorporated entities in their corporate structures. The BVI ranks as one of the largest foreign direct investors into both China and Hong Kong in statistical terms, largely due to this structuring.

Examples of BVI-incorporated companies listed internationally include Tianhe Chemicals Group Ltd., Winsway Enterprises Holdings Ltd., and Duoyuan Global Water Inc., among others. On the NASDAQ and NYSE, entities such as AGM Group Holdings Inc. and Biohaven Pharmaceutical Holding Company Ltd. are also structured through BVI companies. The use of BVI companies spans various sectors, including pharmaceuticals, energy, financial services, and consumer goods.

Companies in the BVI are incorporated under the BVI Business Companies Act, 2004, which allows for various types of entities, including companies limited by shares—the most common form. Shareholders subscribe to shares, representing ownership interests in the company.

There is no mandatory minimum share capital requirement, other than the issuance of at least one share at incorporation. Companies can issue shares with or without par value, and in different classes with varied rights concerning:

  • Dividend distributions
  • Voting entitlements
  • Participation in meetings
  • Rights on liquidation or winding up

Share capital can be denominated in any currency. To avoid increased annual government fees, companies typically authorize up to 50,000 shares or share capital with an aggregate par value of up to USD 50,000. Shares can be issued at a premium to their par value if applicable without impact in the government fees.

Corporate governance is managed through a board of directors, appointed by the shareholders. Directors may be individuals or corporate bodies and are not required to reside in the BVI. There are no restrictions on the nationality or residence of either shareholders or directors. Directors have authority to bind the company in contractual and other legal matters. The company’s internal rules are set out in its Memorandum and Articles of Association, which must comply with the Business Companies Act.

The BVI does not impose corporate income tax, capital gains tax, or withholding tax on dividends or interest for BVI Business Companies. However, payroll taxes apply to local employment within the territory. This makes the jurisdiction tax-neutral for most international uses, though companies must comply with tax obligations in other jurisdictions where they operate or have tax residency.

Every BVI company must maintain a registered agent and a registered office within the territory. There is no public filing requirement for financial statements or tax returns. However, all companies are subject to certain statutory maintenance and reporting obligations.

Key compliance requirements include:

  • Annual Return: All BVI companies must prepare and file an annual return with their registered office, including a statement of financial position and a statement of income. This must be done within nine months of the end of the financial year. For calendar-year reporting, the deadline is typically 30 September of the following year. This return is not submitted to any public authority but must be retained and confirmed by filing a notification with the Registrar.
  • Registers: Companies must maintain registers of directors, register of shareholders and register of beneficial owners. These registers must be kept at the registered office or another designated location in the BVI. The Registers must be filed with the Registrar of Corporate Affairs
  • Economic Substance Reporting: Companies engaged in certain business activities are subject to the Economic Substance (Companies and Limited Partnerships) Act, 2018. These companies must file an annual economic substance return and demonstrate that their relevant activities are being conducted in a manner consistent with prescribed substance requirements.

Entities conducting relevant activities must meet certain thresholds to demonstrate substantial economic activity in the BVI. Relevant activities include:

  • Banking
  • Insurance
  • Fund management
  • Finance and leasing
  • Shipping
  • Intellectual property business (with enhanced requirements if deemed high-risk)
  • Distribution and service centre activities for affiliated entities
  • Pure equity holding (with reduced obligations)

Substance is assessed based on factors such as:

  • Direction and management of the activity from within the BVI
  • Adequate physical presence, staff, and operational expenditure in the BVI
  • Presence of physical premises, and, where relevant, equipment necessary to the core activity

BVI Business Companies are used for a wide array of international commercial purposes. These include:

  • Holding and managing global investment portfolios
  • Serving as vehicles for joint ventures or group structuring
  • Facilitating international trade, ship or aircraft registration
  • Asset protection and estate planning
  • Providing platforms for public listings and private equity investment

Their flexibility, simplicity of maintenance, and recognition in global markets make BVI companies a preferred choice for many cross-border commercial activities.

Taxes

Corporate income tax – The British Virgin Islands does not levy corporate tax, including no taxes on capital gains and investment income. All dividends, compensations, rents, and royalties are also exempted from BVI taxes.

No withholding tax is levied on dividend, interest and royalty payments to non-residents.

Although there is no tax on interest the BVI has implemented the EU savings directive which means that agents making interest payments to residents of an EU member state will automatically exchange information with the relevant member states tax authority with respect to the identity of the beneficial owner and the payment.

Other taxes – BVI does not levy direct personal taxes. Personal income, as well as, capital gains, net wealth and inheritances are not subject to taxation.

There is a stamp duty is imposed on the transfer of land in the British Virgin Islands. It is imposed on the contract value or the market value and ranges from 4% to 12%.

Land tax is levied annually at USD 50 for a half acre or less and USD 150 between half an acre and one acre. Each additional acre or part of an acre is taxed at USD 50.

  • Offshore Income Tax Exemption
  • Offshore capital gains tax exemption
  • Offshore dividends tax exemption
  • CFC Rules
  • Thin Capitalisation Rules
  • Patent Box
  • Tax Incentives & Credits
  • Property Tax
  • Wealth tax
  • Estate inheritance tax
  • Transfer tax
  • Capital duties
  • 0% Offshore Income Tax Rate
  • 0% Corporate Tax Rate
  • 0% Capital Gains Tax Rate
  • 0% Dividends Received
  • 0% Dividends Withholding Tax Rate
  • 0% Interests Withholding Tax Rate
  • 0% Royalties Withholding Tax Rate
  • 0 Losses carryback (years)
  • 0 Losses carryforward (years)
  • 0% Personal Income Tax Rate
  • 0 Tax Treaties

Country details

British Virgin Islands
USD
Road Town
North America
en-VG
21,730

The British Virgin Islands (BVI), officially the Virgin Islands, are a British overseas territory located on the Francis Drake Channel, east of Puerto Rico, in waters of the Caribbean Sea. The islands are part of the archipelago of the Virgin Islands, the other islands being part of the United States Virgin Islands and the Spanish Virgin Islands belonging to Puerto Rico.

The archipelago is made up of about forty islands, of which eleven are inhabited. The largest are Tortola, Virgin Gorda, Anegada and Jost Van Dyke. Its population is 27 800 inhabitants, living 23 000 on the island of Tortola, where it is located Road Town, the capital.

The executive power of the British Virgin Islands is shared between the monarch of the United Kingdom who is represented by a governor. This governor is appointed directly by the King on the advice of the British Government. Defense and foreign affairs are under the responsibility of the United Kingdom.

The BVI is one of the most prosperous economies among the Caribbean states, with one of the highest GDP per capita worldwide. Political stable, with modern infrastructures and a pro-business environment. Its main sectors are offshore financial services and tourism. Due to its close relationship with the US Virgin Islands, the US Dollar is the official currency.

The British Virgin Islands is one of the world's largest offshore financial centers and a world's leading center for company incorporation. The sector accounts on over half of the jurisdiction’s GDP and incorporation fees account for more than half of Government revenue.

The other significant economic sector is tourism, which approximately contributes to nearly half of the national income and employs a great part of its population.

The islands are a popular destination for its numerous white sandy beaches, the Baths of the Virgin Gorda, scuba diving on coral reefs near Anegada, the well-known bars on the Jost Van Dyke, or chartered yachts for exploring the less accessible islands.

Services

We can help you incorporate a Business Company (Company limited by shares) in British Virgin Islands for $2,475.


Click here to incorporate your British Virgin Islands BC.

Incorporate now

Disclaimer

Although we use our best efforts to keep the information of this site accurate and up-to-date, we make no representations or warranties with respect to the accuracy, applicability, fitness, or completeness of the contents of this website. We disclaim any warranties expressed or implied, merchantability, or fitness for any particular purpose. We shall in no event be held liable for any loss or other damages, including but not limited to special, incidental, consequential, or other damages. The contents of this website are just for illustrative purposes and are NOT to be considered as a legal opinion or tax advice and should not be relied upon as such. Far Horizon Capital Inc., and any associated company, is not engaged in the practice of law or tax. If you wish to receive a legal opinion or tax advice on the matter(s) in this website please contact our offices and we will refer you to an appropriate legal practitioner. Use of our websites FlagTheory.com, Incorporations.io, Residencies.io, Passports.io, is subject to our terms and conditions.

Newsletter

Flag Theory is an internationalization and offshore solutions provider, and the creator of incorporations.io. We offer expert consultation advice and assistance.

Your privacy is important for us and we will keep your information secure. View our privacy policy

View past newsletters

Consultation with

Flag Theory is an internationalization and offshore solutions provider, and the creator of incorporations.io

In order to better serve you, we ask that you please fill out the following form as accurately as you can and provide as many details as possible. Thank you.

Your privacy is important for us and we will keep your information secure. View our privacy policy