BVI Company Formation & Registration

The BVI Business Companies Act, 2004 provides for quick and efficient company registration. Under the Act, the necessary procedures for BVI company registration are laid out and regulated according to standards set out by the BVI Financial Services Commission (FSC) and international regulatory bodies such as the European Commission and the OECD.

Registering a BVI business company presents many advantages. These benefits range from being able to conduct different types of business internationally, plan one’s taxes, protect assets and save on taxes. The incorporation process in the BVI is simple and has been made more efficient and quick by the implementation of an online system, known as VIRRGIN – Virtual Integrated Registry and Regulatory General Information Network, whereby formation documents may be electronically filed, signed and sealed through the Registry for Corporate Affairs and registered agents are able to liaise with the Registry on behalf of their clients. This allows for companies to be registered within 24 hours.

Upon incorporating a BVIBC, a Certificate of Incorporation is issued by the BVI Registry of Corporate Affairs. The only documents that are filed with the Registry are the Memorandum and Articles of Association. Details pertaining to the personal identification and address of the directors, beneficial owners and shareholders of a BVI company are only kept by the registered agent and are not made part of public files that are kept at the Registry. Registered agents, in turn, are required by law to keep the information of their clients under the strictest conditions of safety and confidentiality.

Persons wishing to incorporate companies in the BVI must do so via the services of a registered agent. BVI companies are also expected to have a registered office. Registered agents are persons licensed by the BVI authorities to provide offshore services such as offshore company or IBC incorporation, company management, trust services, international exempt insurance services and offshore banking services. Incorporation must be done through a registered office which is based in the BVI. BVI registered agents are licensed under the Company Management Act 1990 or under the Banks and Trust Companies Act 1990 and would have received the Commission’s approval to conduct business as an offshore services provider. A company registered in the BVI seeking to change its registered office or registered agent should file such claim through its registered agent or the registered agent’s legal representative in the BVI.

A company registered in the BVI is unable to freely issue bearer shares, exchange registered shares for bearer shares or convert registered shares for bearer shares unless the company’s Memorandum and Articles of Association expressly permit the company’s members to do so. In the event that a company registered in the BVI issues bearer shares, bearer share certificates should be prepared. A bearer share certificate should contain the identifying number of the certificate, the number of each class or series of bearer shares specified in the certificate, the name and address of the custodian’s certificate, the names and addresses of the company’s unlimited members, the date on which the name of each member was entered in the resister of members and the date on which any person ceased to be a member.

Companies registered in the BVI may issue several types of shares, some of which include voting and nonvoting shares, ordinary, preferential and cumulative shares. The BVI Business Companies Act expects shares to be properly administered and holders of registered shares to be rightfully given the ability to exercise the voting rights that are attached to the share, receive notices, receive a distribution in respect to the share and exercise rights and powers attached to the share.

The BVI Business Companies Act requires BVI registered companies to keep minutes of all directors, members, committees of directors and members, as well as resolutions consented to by the BVI Company’s directors, members and director and member committees. BVI registered companies should have a common seal, an imprint of which should be kept at the registered agent’s office.