British Virgin Islands

The BVI is one of the world's largest centres for the incorporation of international business companies. Companies are formed under the BVI Business Companies Act, 2004 (as amended) and administered by the Registrar of Corporate Affairs, with financial services regulated by the BVI Financial Services Commission. The US dollar is the territory's legal currency.

The BVI imposes no corporate income tax, capital gains tax, withholding tax or estate duty on business companies; instalments of income and gains accrue free of BVI taxation, and transfers of shares in a business company are generally exempt from stamp duty (land-related interests excepted). Companies carrying on "relevant activities" are subject to the territory's economic substance regime under the Economic Substance (Companies and Limited Partnerships) Act, 2018.

key features of BVI Business Company

• Incorporation and constitution. A company is incorporated by its registered agent filing the memorandum and articles of association; incorporation is typically completed within one to two business days. Every company must at all times have a registered agent and registered office in the BVI.

• Flexible corporate forms. The Act provides for companies limited by shares (the standard form), companies limited by guarantee (with or without shares), unlimited companies, restricted purposes companies and segregated portfolio companies.

• Minimal structural requirements. A single shareholder and a single director are sufficient; corporate directors are permitted; there is no requirement for BVI-resident directors or officers; and no annual general meeting is required.

• Capital flexibility. There is no minimum capital, no concept of authorised capital (companies state a maximum number of shares they may issue), shares may be issued with or without par value and in any currency, and distributions are governed by a statutory solvency test rather than by maintenance-of-capital rules. Bearer shares are no longer permitted.

• Registers and filings. The register of directors is filed with the Registrar and is not open to public inspection (a list of current directors is obtainable on paid search). Following the BVI Business Companies (Amendment) Act, 2024 (in force 2 January 2025), companies must also file their register of members (including nominee-shareholder information) and beneficial ownership information with the Registrar; both filings are confidential, accessible only to the company, its registered agent, BVI competent authorities and law enforcement. Beneficial ownership is generally assessed at a 10 per cent ownership or control threshold.

• Annual financial return. Companies must provide a simple unaudited annual financial return (balance sheet and income statement) to their registered agent within nine months of financial year end; it is not filed with the Registrar and is not public. There is no general statutory audit requirement.