Company registration in the British Virgin Islands

The Act allows companies limited by shares, companies limited by guarantee and unlimited companies (s. 5). Only the proposed registered agent can file the application, and the agent also signs the memorandum as incorporator (s. 6(2)). The name of a limited company ends with Limited, Corporation, Incorporated or an abbreviation (s. 17), and companies with restricted purposes use the (SPV) Limited form. The agent must be licensed by the FSC. The registered office must be a physical address in the islands, not a post box, and is usually the registered agent’s office.

The application includes the memorandum and articles and the agent’s consent. The memorandum states the name, the registered office address and the first agent (s. 9). A company must have at least one member (s. 79). Bearer shares can no longer be issued. The 2022 amendments prohibited them, and all existing bearer shares were deemed converted into registered shares from 1 July 2023 (s. 38 as amended by Act No. 6 of 2022). A breach carries a fine of up to USD 50,000.

At least one director is required, and it can be an individual or a company. A person cannot be a director if the person is under 18, disqualified under the Insolvency Act, an undischarged bankrupt or excluded by the memorandum or articles. Written consent is needed for the appointment. Only licensed trust companies or company managers may act as a director by way of business. Where a licensed director services provider acts as director, the company discloses this and files its details with the Registrar (ss. 118 and 118A as amended in 2024). BVI law does not recognise nominee directors, so such a director carries the full duties of a director. The first registered agent appoints the first directors, within 15 days of incorporation under the 2024 amendments (s. 113).

Companies have filed their register of directors with the Registrar of Corporate Affairs since 2016, and under the 2024 amendments the initial register is filed within 15 days of the first directors’ appointment. The 2024 amendments (Act No. 15 of 2024) added filing of a copy of the register of members within 30 days of incorporation and disclosure of nominee shareholders together with their nominators. The register of members is not disclosed to the public unless the company opts in. Beneficial ownership information is filed through the agent with the Registrar of Corporate Affairs. A beneficial owner is an individual with 10% or more or with control over management, and changes are filed within 30 days.

The annual fee is payable from the year after incorporation, under the registry guide by 31 May for companies incorporated from January to June and by 30 November for those incorporated from July to December. The amount depends on the number of shares, with the Act drawing the line at 50,000 shares, so check the current figure in Schedule 1 to the Act. Separately from the fee, a company files an annual financial return with its registered agent within nine months after the end of its financial year (s. 98A). Exemptions cover, among others, listed companies, regulated companies that already report financial statements and companies filing a tax return with financial statements with Inland Revenue. Late filing carries a penalty of USD 300 for the first month and USD 200 for each later month, capped at USD 5,000 (Schedule 1, para. 2B).

Under the Registrar’s revised guidelines of 2 January 2026 the information is filed through the registered agent, who must verify it. For new companies the deadline is 30 days, for existing companies it was 2 January 2026, and changes are filed within 30 days. There is no general public access, and the information is available to competent and law enforcement authorities. From 1 April 2026 a person with a legitimate interest may apply for access, but only for a purpose connected with countering money laundering, terrorist financing or proliferation financing. The fee is USD 75, and only beneficial owners with 25% or more or with control over management are disclosed, without the full date of birth or address. For USD 50 a beneficial owner may ask for the information to be withheld from such access where there is a serious risk of harm, where the owner is a minor or lacks capacity, or on national security or public interest grounds. This does not remove the duty to file the information with the Registrar and does not limit access by competent authorities.

The Act applies to legal entities carrying on a relevant activity, namely banking, insurance, fund management, finance and leasing, headquarters, shipping, holding, intellectual property, and distribution and service centres (s. 6). Companies that are tax resident in another jurisdiction not on the EU list of non-cooperative jurisdictions are excluded from the definition. A first breach carries a penalty of USD 5,000 to 20,000, a second an additional USD 10,000 to 200,000, and the entity may be struck off (s. 12). Under an International Tax Authority notice, economic substance filings for financial periods ending after July 2025 are made through VIRRGIN instead of the former BOSS portal.

A company may request a Certificate of Tax Exemption from Inland Revenue. The company or its agent applies with a certified certificate of incorporation and, for companies older than a year, a certified certificate of good standing. Processing takes three days and the certificate is valid for 12 months. The certificate does not prove tax residence in another country. Residence elsewhere for the Economic Substance Act has to be evidenced separately, and tax in the country from which the company is actually managed is assessed under that country’s rules.

Incorporation in the islands does not authorise virtual asset services. The Virtual Assets Service Providers Act 2022 regulates specific virtual asset services rather than every crypto-related company, so the FSC requirements should be assessed against your model before filing.