Company Registration | British Virgin Islands

BVI Business Companies Act, Revised Edition 2020 (as amended).

Company limited by shares

Company limited by guarantees and not authorized to issue shares

Company limited by guarantees authorized to issue shares

Unlimited company authorized to issue shares

Unlimited company not authorized to issue shares

Restricted purposes company with limited liability and specified fixed constitutional purposes

Limited liability company providing insurance services and entitled to separate the company’s assets and liabilities for each separately formed portfolio (Restricted purposes company)

No special requirements apply to authorized capital.

Under the requirements of the new law effective from 01.01.2005, only registered shares may be issued. Bearer shares may be issued only by companies that have specified the procedure for issuing such shares in their memorandum and articles. Conversion of registered shares into bearer shares is also possible only on the basis of the relevant provisions of the incorporation documents. Companies that previously issued bearer shares must amend the company’s Articles and issue registered shares, or deposit the original bearer shares with one of the licensed custodians in the British Virgin Islands or abroad by 31 December 2026. At present, the procedures accompanying the deposit of bearer shares have not been determined for companies that will not convert them into registered shares. At the same time, from 1 January 2026 a company is entitled to transfer bearer share certificates only to a custodian that has agreed to hold those certificates. For existing offshore companies that have not changed ownership rights to shares, special annual renewal fees are introduced:

Shareholders of the company may be legal entities or individuals resident in any country of the world. The minimum number of shareholders is one. The law does not prohibit a company registered in the jurisdiction from having as a shareholder a resident or non-resident company with bearer shares.

Directors of the company may be legal entities or individuals resident in any country of the world. The minimum number is one director, vested with all powers except those within the exclusive competence of shareholders (determined by the memorandum, articles of the company and/or law). Nominee directors are permitted. The first director must be appointed within 30 days from incorporation of the company. Thereafter this procedure is carried out by the directors and shareholders of the company. A director is removed with the consent of at least 75% of shareholders in accordance with the articles and memorandum of the company. Each newly appointed director signs consent to act, and a departing director signs notice of resignation.

Meetings may be held in any country of the world, by decision of the directors or at the request of owners of at least 15% of the shares. Meetings by telephone are also possible. Minutes of meetings may be kept at any address specified by the shareholders in the incorporation documents.

The company is exempt from taxes on profits, distributed dividends and capital gains.

US$450 - for companies authorized to issue no more than 50,000 shares.

US$1,200 - for companies authorized to issue more than 50,000 shares.

If renewal fees are not paid, one year after the last payment the company will be struck off the companies register. It then loses the right to continue its activities anywhere and to operate its bank accounts. In this case shareholders and directors remain fully liable for the company’s debts and obligations. Within a certain period the company may be restored to the register upon payment of penalty fees. After that period, restoration is possible only through the local court.

Any activity not prohibited by law. A special licence is required for banking, insurance and reinsurance, and trust services.

Companies incorporated under the International Business Companies Act are prohibited from conducting commercial activities with residents and owning real estate in the territory. It is also prohibited to provide registered agent services for resident companies.

48 hours from the time all required documents are provided.

The law does not prohibit purchase of already registered companies.

The name must not be identical or similar to existing and registered names. Company names may be registered in any language (with mandatory translation into English). The words "Limited", "Corporation", "Incorporated", "Societe Anonyme" or "Sociedad Anomina", “Public Limited Company”, “Societe”, “a Responsabilite Limitee”, “Berhad”, “Proprietary”, “Namloze Venootschap”, “Besloten Venootschap”, “Aktiengesellschaft” or “Limited Life Company”, or the abbreviations "Ltd", "Corp", "Inc", "S.A.", “PLC”, “S.A.R.L”, “Bhd”, “Pty”, “NV”, “BV”, “A.G.” or “LLC” shall form part of each company name. A company name may also be registered as a serial number (“BVI Company Number 123456789 Limited”). The company name may not contain the following or similar words: "Assurance", "Bank", "Building Society", "Chamber of Commerce", "Chartered", "Cooperative", "Imperial", "Insurance", "Municipal", "Royal", "Trust".

Memorandum of Association and Articles of Association.

Provided by the registered agent and must be located within the administrative territory of the jurisdiction. Used only to receive postal correspondence from government authorities.

The company’s incorporation documents or copies thereof. Register of directors and shareholders or copies thereof.

Names of directors and shareholders.

The law does not restrict the company in its choice of banks and the countries where they are located, or the total number of accounts required for its own commercial needs. The law provides confidentiality of information about the company’s banking transactions.

United Kingdom, Switzerland, Japan.