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In practice a BVI company is a BVI business company, or BC: a company limited by shares incorporated in the British Virgin Islands under the BVI Business Companies Act 2004 and entered on the register kept by the Registrar of Corporate Affairs, which works under the Financial Services Commission. It is the vehicle usually meant by a BVI offshore company. BVI company formation always runs through a licensed registered agent in the islands, because section 6(2) of the Act lets only the proposed registered agent file an application to incorporate and requires the Registrar to refuse one filed by anyone else. A founder, wherever they live, reaches the Registrar through that agent.
The Act allows five types of company and two special registrations:
| Form | Typical use | Rule |
|---|---|---|
| Company limited by shares | Holding, trading, investment and joint venture vehicles; the form we also sell ready-made | Section 5(a) |
| Restricted purposes company | Special purpose vehicles; the name ends “(SPV) Limited”; possible only at incorporation | Sections 8, 10, 17(3) |
| Segregated portfolio company | Fund and insurance structures with ring-fenced portfolios; needs the Commission’s written approval before incorporation | Section 6(1)(d) |
| Company limited by guarantee | Membership and non-profit bodies, with or without power to issue shares | Section 5(b), (c) |
| Unlimited company | Rare; the members’ liability is not limited | Section 5(d), (e) |
BVI law has no “exempted company”. That label comes from the Cayman Islands; in the British Virgin Islands the tax exemption described below attaches to every company incorporated under the Act.
| Requirement | What the Act says | Section |
|---|---|---|
| Registered agent | Needed at all times; only a holder of a Company Management Act licence, or of a Banks and Trust Companies Act licence covering registered agent services, may act | 91(1), 91(3) |
| Registered office | Needed at all times, at a physical address in the Virgin Islands, usually the agent’s office | 90 |
| Directors | At least one, an individual or a company, of any nationality and residence; written consent before appointment; the first directors are appointed by the agent within 15 days after incorporation | 109(4), 112, 113(1) |
| Members | At least one from the appointment of the first directors; no nationality or residence test | 79 |
| Shares | No minimum capital and nothing to pay up; the memorandum states the maximum number of shares or an unlimited number, with or without par value; bearer shares can no longer be issued | 9, 37, 38 |
| Name | Ends with Limited, Corporation, Incorporated, Ltd, Corp, Inc, S.A. or a listed equivalent; not identical or confusingly similar to another name; restricted words need the Commission’s consent | 17, 18 |
A sole member who is also the sole director may nominate a reserve director to take over on their death (section 113(7)).
Nothing in the Act requires a visit to the islands: the founder signs, the agent files. The Act sets no processing period for the Registrar, so the timetable depends mainly on the client checks.
Section 242 of the Act exempts a company from all provisions of the Income Tax Ordinance, together with the dividends, interest, royalties and other amounts it pays and capital gains on its shares and debt. No estate, inheritance, succession or gift tax is payable on its shares, and instruments relating to its shares or its business are exempt from stamp duty unless the company or a subsidiary holds an interest in land in the Virgin Islands.
The islands have no comprehensive double taxation treaty network and no comprehensive agreement with any EU or EEA state, so there is little treaty relief to claim abroad. They exchange financial account information under the Common Reporting Standard and have done so since 2017. The British Virgin Islands are not in Annex I of the EU list of non-cooperative jurisdictions for tax purposes; they appear in Annex II under a commitment to request and be granted, by 15 February 2027, an in-depth Global Forum review aimed at raising their exchange of information on request rating to at least “largely compliant”. Tax where the owners live and where the company is managed is a question for an adviser at home.
The Economic Substance (Companies and Limited Partnerships) Act applies when a company carries on one of nine relevant activities: banking, insurance, fund management, finance and leasing, headquarters, shipping, holding business, intellectual property business, or distribution and service centre business. Such a company must be directed and managed in the Virgin Islands, with adequate qualified employees physically present, adequate expenditure and premises, and its core income-generating activity there (section 8(1)). A pure equity holding company, which only holds shareholdings and earns dividends and capital gains, meets a lighter test: it complies with its obligations under the BVI Business Companies Act and has adequate employees and premises for holding its participations (section 8(2)).
The classification is reported, not assumed. For each financial period the company gives its registered agent the economic substance information within six months after the period ends, including whether it carried on a relevant activity at all, and the agent files the declaration with the International Tax Authority through VIRRGIN. Decide the classification before the first contract is signed.
| Duty | Rule |
|---|---|
| Annual fee to the Registrar | Due on 31 May for a company incorporated between January and June, or 30 November for one incorporated between July and December, from the year after incorporation (Schedule 1, Part III) |
| Annual financial return | Balance sheet and income statement for each financial year, filed with the registered agent within nine months after the year end; the agent keeps it and reports a missing return to the Registrar (section 98A) |
| Economic substance information | To the registered agent within six months after each financial period |
| Register changes | Members, directors and beneficial owners: within 30 days (sections 43A, 118B and 96A) |
| Records | Kept for at least five years; the agent is told where they are and who keeps them (section 98) |
The financial return is not published; the agent hands it to the Commission or another competent authority on request. Falling behind has a hard end point: the Registrar may strike off a company that fails to file or to pay its annual fee, and a company struck off is dissolved on the same date (sections 213 and 216).
The Act does not require a BVI bank account. Banks there belong to the Virgin Islands Deposit Insurance Corporation, which insures US dollar deposits up to 100,000 US dollars per depositor per bank, but the online channels of Republic Bank (BVI) and CIBC Caribbean serve personal customers or sole traders only, and no bank there publishes criteria for a company owned from abroad. Many apply elsewhere: Airwallex lists the British Virgin Islands as eligible, while Revolut Business and Mercury do not take BVI companies. See bank accounts for BVI companies.
A new company gets exactly the name, share classes and articles you choose. An existing one makes sense when a counterparty, a tender or an investor asks for a company incorporated before a certain date. It carries no tax advantage, since section 242 treats every company alike, and the buyer goes through the same checks and filings. See our page on BVI shelf companies.
We form new BVI business companies through a licensed registered agent and also supply ready-made ones. We prepare the formation documents and the registry filings the agent lodges, help put together the bank application and, where we have a working contact at a suitable bank, make an introduction; the bank alone decides. If you want a provided director or a nominee shareholder, BVI law allows that service only from a person licensed by the Financial Services Commission under the Company Management Act or the Banks and Trust Companies Act, so we arrange it only through such a licensee, the director owes the full duties of good faith, proper purpose and care in sections 120 to 122 of the Act, the register of directors filed with the Registrar names the licensee and, where applicable, the person on whose behalf it acts, a nominee shareholder’s nominator is filed with the Registrar, and the beneficial owners are filed in every case. Background on the territory is on our British Virgin Islands page and, for Russian speakers, on BVI (in Russian); our guide to off the shelf companies compares buying and forming in general.
Usually a BVI business company: a company limited by shares under the BVI Business Companies Act 2004, registered with the Registrar of Corporate Affairs through a licensed registered agent. It needs one director and one member of any nationality, a registered office and agent in the islands and no minimum capital, and it is exempt from the Income Tax Ordinance under section 242.
Yes. The Act sets no nationality or residence condition for directors or members, and a director can be a company. What must be in the islands is the registered office and the licensed registered agent, which carries out the client checks and lodges the filings. A company with a relevant activity under the economic substance rules also needs real direction, staff and premises there.
The Act sets no processing period: the Registrar registers the documents and issues the certificate once satisfied that the requirements are met. So the timetable depends on the agent’s client checks of your identity, address and source of funds. After incorporation the Act sets its own deadlines: first directors within 15 days, the registers and beneficial owners within 30.
Not in the islands on income or gains: section 242 exempts the company, the dividends and interest it pays and gains on its shares from the Income Tax Ordinance, and share transfers are exempt from stamp duty unless the company holds BVI land. Tax elsewhere depends on where the owners live and where the company is managed, and there is no comprehensive treaty network to rely on.
There is none. The exempted company is a Cayman Islands form, and the BVI Business Companies Act lists only companies limited by shares, limited by guarantee and unlimited, with restricted purposes and segregated portfolio registrations on top. Every BVI business company already enjoys the section 242 exemption, so there is no separate exempt status to apply for.
Search the Registers kept by the Registrar of Corporate Affairs, which any person may inspect under section 233, or order a certificate of good standing, which confirms that the company is on the Register, has paid its annual fees and has filed its registers and beneficial ownership information. A list of its directors is available on request; owners and members are not public.
Planning a BVI company formation? Tell us what the company will do, who will own it and where it should bank, and we will set out what the registered agent needs for the filing, through our contact page or on Telegram or WhatsApp at +48 663 247 166.