Business Company (Company limited by shares)
The British Virgin Islands is one of the world’s largest offshore financial centre and a leading centre for offshore company incorporation.
The British Virgin Islands has a strong offshore regulatory environment. They have a distinct combination of oversight and a laissez faire approach which makes it both easy to do business – yet reputable with banks and other jurisdictions around the world. The British Virgin Islands has a reputable compliance and regulatory body, which makes it very simple and easy to bank with a BVI company.
Most Business companies in BVI are used as asset protection vehicles, very often in combination with a trust as a holding company. The directors of the BVI BC may protect the assets by transferring its assets to another company, trust, foundation, association or partnership; the directors can also merge or consolidate with any other company or can re-domicile the BC to another jurisdiction entirely.
The BVI Business Companies Act, 2004 states that all international business companies formed in BVI must establish and maintain a Register of Directors, whereby the initial director is appointed within 30 days of incorporation. Further statutory requirements are minimal, and flexible.
There are no requirements to appoint a local director or a secretary, no minimum capitalization required, BVI BCs can re-quire and re-issue their own shares.
Shares can be issued for a consideration other than cash, with or without par value, and be denominated in any currency.
BVI is one of the few places in the world where bearer shares are still commonly used. Although they have undergone significant changes within the past decade (specifically the BVI Business Companies Act, 2004, as amended) bearer shares still exist. The main requirement for bearer shares is that an “Authorized Custodian” maintain the following on file:
- the full name of the beneficial owner of the shares; and
- the full name(s) of any other person(s) having an interest in the share(s) or a statement to the effect that no other person has any interest in the share(s).
Corporate Maintenance of BC companies is simple:
- Annual meetings are not required to be in the British Virgin Islands, in fact there is no statutory requirement to hold annual general meetings.
- No financial statements, annual return filing, no yearly audits
- Only one shareholder is required.
- You are permitted to run a BVI as a single directorate.
- Corporate Books, minutes and records can be stored anywhere.
Incorporation can take place within one or two days. Shelf companies can be transferred even quicker as needed.
Details of shareholders and directors are not disclosed in a public registry. Furthermore, nominee directors and shareholders are commonplace, and can be used to further increase privacy at a slightly higher price, in order to ensure the utmost privacy and protection.
BVI International Business Companies are exempt local taxes and stamp duty, even if they are administered in BVI. Only registration and annual license/franchise fees will apply. Furthermore, unlike other offshore vehicles, the BVI Business Companies Act allows BCs to conduct business and own real estate in the British Virgin Islands.
In addition, BVI has a modern infrastructure and good telecom systems. They also speak English and use a legal system derived from English common law. The BVI Government is quite responsive to the needs of offshore companies, and has fostered a pro-business environment. The legislation is flexible, with the goal being to entice legitimate offshore activities, and to keep out money-laundering and other criminal activity.
The British Virgin Islands is a compliant jurisdiction, which has never being blacklisted by the FATF and the OECD. It has started to implement OECD’s automatic exchange of information for tax purposes (AEoI) through Common Reporting Standard (CRS) in 2017.
The BVI is one of the most popular, oldest, and most reputable offshore jurisdiction, which makes it very simple and easy to bank with a BVI company. Particularly in Asia, a British Virgin Island company is a very popular legal entity. Strolling into specific banks in Singapore, a BVI company would have no problem opening a bank account.
BVI BC companies are commonly used vehicles for offshore savings and investments, international corporate banking, forex and stock trading, e-commerce and internet businesses, international trade, professional services, as well as a holding company, ship and aircraft registration, captive Insurance and estate planning.
Country code – VG
Legal Basis – Common law
Legal framework – BVI Business Companies Act, 2004 (As amended)
Company form – Business Company (Company limited by shares)
Liability - The liability of the shareholders is limited up to the amount of the shares they hold.
Business restrictions – The BVI Business Companies Act allows BCs to conduct business and own real estate in the British Virgin Islands.
Share capital – BVI Business Companies are not required to state their authorized capital and have no minimum amount of shares. The usual authorized share capital is US$ 50,000, and it may be in any currency. There is no statutory requirement for capital to be fully or partly paid on incorporation.
BVI Business Companies may choose to state only the number of shares for issue, but they do not have to determine the monetary value of their capital. Thus, the company may issue its shares at a “market value”, or at a value that depends on the capitalization requirements of the company.
Shares may be redeemable; confer no rights, or preferential rights, to distributions; confer special, limited or conditional rights, including voting rights; confer no voting rights; participate only in certain assets of the company; where issued in, or converted to, one class or series, be convertible to another class or series, in the manner specified in the memorandum and articles of association. Shares may be with or without par value.
Subject to its memorandum and articles, a BC may issue fractional shares and bearer shares. Government fees for companies that issue bearer shares are substantially higher, and must be kept by an approved or authorized custodian.
Shareholders – Business companies may be formed by one or more shareholders, who can be either natural or legal persons, residents or non-residents. Details of shareholders are not publicly disclosed.
Directors – At least one director is required, who may be a natural person or a legal entity, resident or non-resident. Directors’ details are not available to the public.
Secretary – The appointment of a secretary is not required.
Registered Address – A BC must have a registered address in British Virgin Islands, provided by a licensed registered agent.
General Meeting – Annual general meetings are not mandatory, can be held anywhere, and may be conducted by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy.
Electronic Signature – Permitted.
Re-domiciliation – A foreign entity can be re-domiciled as a BC BVI, and vice versa.
Compliance – Business Companies may be required to keep accounting records and underlying documentation for a period of 5 years, but its location can be freely determined. There is no requirement to file financial statements, nor annual return.
Business companies are subject to an annual government fee, which must be renewed annually. Amount may vary according to the number of issued shares. Minimum annual fee is $350.
- Shareholders not disclosed
- Directors not disclosed
- Corporate shareholders permitted
- Corporate directors permitted
- Local director required
- Secretary required
- Local secretary required
- Annual general meetings required
- Redomiciliation permitted
- Electronic signature
- Annual return
- Audited accounts
- Audited accounts exemption
- Exchange controls
- Common law Legal basis
- 1 Minimum shareholders
- 1 Minimum directors
- USD 1 Minimum issued capital
- - Minimum paid up capital
- USDAny Capital currency
- Anywhere Location of annual general meeting
- 2017 AEOI
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 contractual 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 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
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 Queen 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 economy 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 the offshore financial services and tourism. Due to its close relationship with the US Virgin Islands, the US Dollar is its official currency.
The British Virgin Islands is one of the world's largest offshore financial centres and a world's leading centre for company incorporation. The sector accounts on over half of the jurisdiction’s GDP and incorporation fees accounts for more than a half of Government revenue.
The other significant economic sector is tourism, which approximately contributes on 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.
BVI Business Company Limited by shares – US$2,250.00 (All Included)
We pride ourselves in providing the best possible professional service which includes our honest hassle free “No Hidden Fee” policy. Your incorporation package includes:
- Registration and Government Fees
- Secretarial Services Fees
- Bound set of Constitutional Documents
- Certified Copies of Constitutional Documents with Apostille for bank account opening
- Courier fees
- Registered Office & Registered Agent Service including all fees for calendar year
- Company Seal
Time to form: 2 weeks.
All our incorporation services include a yearly consulting session, a dedicated account manager and access to our global network of trusted business services, including introductions to accountants, financial, tax and legal advisors at no cost.
Bank Account Options
- Offshore Bank Account* (Remotely) – US$300.00
- British Virgin Islands Account (Remotely) – US$900.00 – Only for investment holdings.
- Bahamas Bank Account (Remotely) – US$500.00
- Mauritius Bank Account (Remotely) – US$500.00
- Curaçao Bank Account (Remotely) – US$500.00
- Singapore Bank Account (In-person) – US$900.00
- Hong Kong Bank Account (In-person) – US$1,200.00
- Cayman Islands Bank Account (Remotely) – US$900.00
- Crypto-Friendly Bank Account (Offshore, Remotely) – US$3,000.00
We include introductions to payment processors or merchant accounts with all of our incorporation services. Whether you just need standard credit card processing or specialized services for high risk processing, we are happy to help you with introductions that can empower your business.
*Offshore Bank Accounts: Belize, Puerto Rico, Nevis, Antigua, Saint Lucia. Other bank account options may be available depending on business profile and turnover.
Annual Fees (2nd year) – US$1,100.00
- Government Fee
- Registered Agent & Registered Office Fee
- Nominee Director (1 year) – US$400.00
- Nominee Secretary (1 year) – US$350.00
- Nominee Shareholder (1 year) – US$400.00
Click here to incorporate your British Virgin Islands BC.