International investors are attracted to the BVI by its regulatory framework, low tax and established legal system, which ensures that the territory is a neutral and safe place to pool capital, set up a holding company or to invest into markets where there may be political risk or legal barriers that deter direct investment.

The BVI Business Company Act 2004 replaced the hugely successful International Business Companies Act of 1984. The BC Act lowered the income tax rate to 0% for both resident and non-resident business companies to ensure the BVI was fully compliant with the EU Code of Conduct on Business Taxation, as required by the UK of all its Overseas Territories.

Several different types of companies can be incorporated under the BC new regime:

  • Companies limited by shares
  • Companies limited by guarantee
  • Hybrid Companies limited by guarantee and authorised to issue shares
  • Unlimited companies authorised to issue shares
  • Unlimited companies not authorised to issue shares

The Act also allows companies to be registered as Restricted Purposes, which are generally used in structured finance transactions, or Segregated Portfolio Companies, which are limited to mutual funds and insurance companies.

All BCs located in BVI are required to establish and maintain a Register of Directors and must appoint their first director within 30 days of incorporation. Other statutory requirements remain minimal and flexible:

  • Only one director and one shareholder are required.
  • Shareholders, directors and officers need not be resident in the BVI and there is no stipulation as to their nationality.
  • There is no minimum capital requirement; shares may be either registered or bearer (only under restricted conditions) and may be issued in any currency.
  • Annual accounts need not be prepared but it is essential to keep books of accounts; if accounts are prepared, there is no requirement for an audit.
  • No returns are required of shareholders, directors or officers.
  • Shareholders’ and directors’ meetings need not be held in the BVI and can be held by telephone or other electronic means.
  • The Memorandum and Articles of Association are the only documents to be held on the public record.

The BC Act permits more flexibility on names. It allows the re-use of the name of a company that has been previously struck off the register, changed its name or been dissolved. The Act also permits company names to contain foreign characters.

The BC Act abolished the concept of authorised share capital and replaced it with a maximum number of shares that the company is entitled to issue. It also removed the requirement that a dividend can only be declared and paid out of ‘surplus’, leaving in place the pre-existing solvency test requirement, and has boosted the rights of minority shareholders.

A registered agent must apply to form the company and provide a written consent to act. The registered office of the company need not be the address of the registered agent, but it must be within the BVI.

The Act further formalised and tightened the record keeping obligations of companies and abolished bearer shares unless specifically authorised by the memorandum or articles of association. Bearer share certificates must be deposited with a custodian who has been approved by the BVI Financial Services Commission.

Companies limited by guarantee must have a minimum of two members; the Memorandum of Association contains a statement of the amount up to which the members guarantee the company’s debts. The Articles can provide for the members to have differing portions of the assets and liabilities.

BVI Limited Partnerships 

BVI Limited Partnerships 

BVI Limited Partnerships are governed by the Limited Partnerships Act 1996; for general partnerships it follows the common law provisions of the English Partnership Act but the clauses dealing with limited partnerships follow US Delaware legislation. The legislation was designed to facilitate the use of such vehicles in investment and mutual funds. There are no minimum capital requirements or prescribed debt/equity ratios and a limited partner’s interest in the partnership is assignable. International partnerships are tax-exempt but barred from transacting local business.

Regulatory Sandbox

Regulatory Sandbox

The Financial Services (Regulatory Sandbox) Regulations 2020 created a mechanism to accept financial services providers into a regulatory sandbox for testing innovative products or services in a defined and controlled environment, with specific regulatory parameters.

Sandbox participants do not have to comply with the provisions of any regulatory legislation listed in Part 1 of Schedule 2 of the Financial Services Commission Act 2001 except for the Proceeds of Criminal Conduct Act 1997 and its subsidiary legislation.



In 2006, the BVI introduced an electronic filing system, the Virtual Integrated Registry & Regulatory General Information Network (VIRRGIN). All incorporations and post incorporation filings can now be made electronically, which leads to fast, efficient and accurate turnaround of documents by the Registry of Corporate Affairs. VIRRGIN operates on a 24/7 electronic filing basis.

Once a BVI entity is incorporated, Sovereign will provide a domiciliary service, which includes the provision of company secretarial, registered office and nominee shareholder services. Full management services from our own licensed corporate directors are also available and highly advisable in most cases. Re-mailing services are available at modest cost for all companies established by Sovereign.

Note: Ancillary services

In addition to providing incorporation, domiciliary and management (directorship) services, a range of ancillary services at competitive prices is available on request. These services include but are not limited to provision of dedicated telephone lines; office and personnel assistance; designated staff members (temporary or permanent availability); assistance with office relocation, introduction to real estate agents, government agencies and other third parties.

Professional Directors

Professional Directors

There is no requirement for BVI Business Companies to have BVI-resident directors, but Sovereign can provide directors if required.

Marine Services, including Yacht Registration

Marine Services, including Yacht Registration

The BVI is a Category One member of the Red Ensign Group of registries and can register mega and super yachts up to 3,000 gross tonnage and general cargo ships of unlimited tonnage. Gibraltar-based RegisterAYacht.com (RAY) is the marine division of the Sovereign Group. It was formed in 2000 to provide marine corporate and administration services to yacht owners, as well as to maritime law firms, yacht managers and brokers and other professional firms involved in the yachting industry. Initially established to register vessels under the British Red Ensign, RAY is now registering, administering and managing yachts – both pleasure and commercial – on a worldwide basis.

Get in Touch

Please contact us if you have any questions or queries and your local representative will be in touch with you as soon as possible.