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British Virgin Islands Company Registration

The British Virgin Islands (BVI) is a British overseas territory located in the Caribbean Sea, with Tortola as its largest island and Road Town as its capital. Its legal system is based on English common law.

In 1984, the British Virgin Islands passed the International Business Companies Act, marking the beginning of its status as an offshore financial services jurisdiction.

The British Virgin Islands has become a market leader in company services, with over 368,000 international business companies registered here, making it a globally recognized offshore judicial jurisdiction.

Since then, the British Virgin Islands has consistently been one of the most popular offshore jurisdictions for the establishment of offshore companies globally, with a number of company registrations that can be considered the largest.

Ⅰ. Basic introduction of the British Virgin Islands

  • The British Virgin Islands is one of the most economically prosperous areas in the Caribbean. Tourism accounts for 45% of the country’s revenue. The offshore company registration also brings considerable benefits. In the British Virgin Islands, agriculture, and industry account for only a small part of GDP. And agriculture mainly produces fruits, vegetables, sugarcane, livestock, and poultry. The industry is dominated by rum distillation, engineering, and shipbuilding.
  • Location
    Composed of 117 islands, located in the Indian Ocean, four to five degrees south of the equator.
  • Language
    English, Spanish.
  • Population
    About 30,240 people.
  • Currency
    USD。
  • Legal System
    British common law.
  • Time Zone
    UTC-4。
  • Economics
    It is one of the most economically prosperous countries in the Caribbean, relying on the tourism and yacht industry, and its main source of income is offshore financial services.
  • Foreign Exchange Control
    None.

  • Main Company Legislation
    Companies Act 2004

Population
30,240 people.

USD
Currency

UTC-4
Time Zone

British common law.
Legal System

Main Company Legislation
Companies Act 2004

  • The British Virgin Islands is one of the most economically prosperous areas in the Caribbean. Tourism accounts for 45% of the country’s revenue. The offshore company registration also brings considerable benefits. In the British Virgin Islands, agriculture, and industry account for only a small part of GDP. And agriculture mainly produces fruits, vegetables, sugarcane, livestock, and poultry. The industry is dominated by rum distillation, engineering, and shipbuilding.
  • Location
    Composed of 117 islands, located in the Indian Ocean, four to five degrees south of the equator.
  • Language
    English, Spanish.
  • Economics
    It is one of the most economically prosperous countries in the Caribbean, relying on the tourism and yacht industry, and its main source of income is offshore financial services.

Ⅱ. Advantages and features of the British Virgin Islands company registration

One of the reasons why people choose to set up an offshore company is the tax advantage. Tax cuts are just one of the gains for BVI companies.

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  • No need to provide capital in place.
  • Low maintenance cost.
  • Can be listed on global stock exchanges.
  • Often used to invest and hold foreign entity companies.
  • The shareholders, directors, and managers of offshore companies in the British Virgin Islands can be individuals or companies and can be of any nationality. The shareholders or board meetings do not need to be held in the British Virgin Islands, nor do they need to convene an annual general meeting of shareholders.
  • Set up an offshore company in the British Virgin Islands, each beneficial owner, shareholder and director must provide detailed information to the registered agent, including legal copies of identification documents and proof of address, and always keep this information updated. The information of beneficial owners and shareholders is kept confidential in the registered agent’s office.

Ⅲ. BVI company registration related regulations and procedure

  •  Registration requirements
  • 1.Company name:
    The registered name of the BVI company must not be the same or similar to the name of the existing company. The name must end with Limited, Corporate, Incorporated, Societe Anonyme, or Sociedad Anonima, and use their respective abbreviations, such as Ltd., Corp., Inc. The company name cannot use words such as Assurance, Bank, Building Society, Chamber of Commerce, Chartered, Cooperative, Imperial, Insurance, Municipal, Royal, or Trust.
  • 2.Directors and shareholders:
    A British Virgin Islands company requires at least one shareholder and one director. They can all be the same person. Except for directors, the company does not need to appoint any operating personnel.
  • 3.Registered capital:
    The standard authorized capital (registered capital) is generally 50,000 shares with a par value of 1 yuan per share. If it exceeds, local government fees will be increased.
  • 4.Registered agent:
    ◎ Each company must have a registered agent located in the British Virgin Islands.
    ◎ The registered agent must be licensed in the British Virgin Islands.
    ◎ The registered agent acts as an intermediary between the company’s registered office, the International Tax Authority (ITA) of the British Virgin Islands, and the company.
    ◎ The services provided by the registered agent include company registration, nomination of directors and/or shareholders, company secretary, and company management.
  • 5.Shares:
    Shares can be issued in a registered or bearer form.
  • 6.Currency:
    Shares can be issued in any currency.
  • 7.Annual fee:
    The annual fee for a BVI company is the fee that must be paid annually to the local government for renewal of registration.
  • Steps to Incorporate a BVI Company:
  • 1.Reserve a Company Name through a Registrar:
    This is done to ensure each company has a unique name; the name will end with an abbreviation of the company type.
  • 2.Prepare Company Documents:
     In the process of creating the company’s organizational articles of association, Inter Area can provide assistance.
  • 3.Submit Registration Documents:
    All company documents, details of the founding persons (not public), and details of the registered agent will be submitted to the company registrar for registration.
  • 4.Open a Bank Account for the B.V.I Company:
    This step can be performed before drafting company documents to ensure the company can operate as planned after registration is complete.
  • In short, the British Virgin Islands (BVI) is one of the world’s most renowned offshore jurisdiction. Establishing a BVI company has multiple functions and operations.
  • The establishment of a BVI company can be completed through a simple and fast process through a registered agent. Different types of companies also have their own characteristics and considerations. Therefore, if you have any questions about the registration and operation of a BVI company, please feel free to contact us at any time.

IV.Scope of Economic Substance:

Economic Substance Requirements (ES Requirements) were introduced by the Economic Substance (Companies and Limited Partnerships) Act in 2018 and came into effect on January 1, 2019 in the British Virgin Islands. This regime applies to legal entities engaged in “relevant activities” during any applicable period and requires compliance with ES Requirements related to those activities.

The law applies to both existing and newly established entities since January 1, 2019. Similar requirements are now in place in other major zero-tax and low-tax international financial centers. Every BVI company or limited partnership must annually provide ES Requirements details to their registered agent who must provide such details to the International Tax Authority (ITA) of the British Virgin Islands within six months after the end of the relevant reporting period.

Reports are made through the Beneficial Ownership Secure Search System established by the ITA to facilitate secure reporting. The law mandates that entities must comply with ES Requirements when engaged in any of the following “relevant activities”:

  • Fund management business;
  • Insurance business; 
  • Banking business; 
  • Holding business (other than pure equity holding entities that hold equity interests, earn dividends and capital gains without undertaking relevant activities in relation to those interests);
  • Headquarters business;
  • Leasing business;
  • Distribution and service center business;
  • Intellectual property business;
  • Shipping business.

Scope of Economic Substance:

  • Entities and limited partnerships incorporated and/or registered in the British Virgin Islands must comply with the requirements of the Act and demonstrate sufficient economic substance, regardless of whether they are tax residents of the British Virgin Islands, if they engage in one or more “relevant activities” in the British Virgin Islands or abroad.
  • Entities and limited partnership companies (hereinafter referred to as “entities”) must demonstrate that they have taken reasonable measures to comply with the Act and provide reliable classification evidence.

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