Cost of services
|Service Description||Without nominee services||With nominee services|
|Company incorporation, including state fees||✓||✓|
|Registered office address for 1 year||✓||✓|
|Set of documents with Apostille||✓||✓|
|Sending of documents (from the jurisdiction and from nominee director)||✓||✓|
|Nominee director and/or shareholder (issue of one power of attorney with Apostille)||✓|
|Total cost of registration||$2400||$2900|
|Apostille / Certificate of Incumbency under Apostille
|Certificate of Good Standing under Apostille
|Change of director / shareholder
||$600 / $400|
|Economic Substance Classification Report||from $1000|
- British Virgin Islands (BVI) is a group of islands in the Caribbean Sea situated to the east of Puerto Rico. Political status of the BVI is a British Overseas Territory (self-government since 1967). The capital is Road Town. Official language is English. Currency is the US dollar.
- Legal system of the BVI is based on English Common Law. The constitution of 1967 is in force. Judicial system includes the Magistrate’s Court, the High Court, the Eastern Caribbean Supreme Court, the UK Privacy Council.
- The BVI is one of the most popular tax-free jurisdictions with favorable business environment. The main sectors of economy are tourism, international corporate services, and financial sector.
- A regulatory agency is the BVI Financial Services Commission (FSC).
- There are no currency exchange control and no limits on cash flow movements.
- The BVI is included in the Offshore Zones List of the Ministry of Finance of Russia No. 108н, and the Instructions List of the Central Bank of the Russian Federation No. 1317-У.
Main characteristics of a BVI business company
- At present all BVI companies have the status of Business Companies (BC). Incorporation and business of such companies are regulated by the BVI Business Companies Act, 2004.
- The companies may engage in any legitimate business activity. In order to conduct some business activities a licence is required (such as bank and fiduciary services, insurance, investment funds, registered agents’ activities etc.).
- The BVI companies may open accounts at local banks, rent an office space, use professional services, keep accounts, and hold meetings of shareholders and directors in the territory of the islands. However, trading or purchase of real property by companies owned by non-residents within the islands may require relevant licenses and permits.
- Any company names are allowed except a name that is identical with or nearly resembling the ones of the registered companies. Without obtaining a prior written consent of the Financial Services Commission, a BVI company may not be registered under a name that contains particular words, such as “Bank”, “BVI”, “British”, “Financing”, “Mutual Fund’, “Insurance”, “Leasing”, “Forex”, “Exchange”, “Royal”, “Trust” and other names (for details refer to BVI Business Companies (Restricted Company Names) Notice, 2013).
- The names must end with the words reflecting the legal form of the company (usually it is a company limited by shares). The possible endings are “Limited”, “Corporation”, “Incorporated”, “Societe Anonyme”, “Sociedad Anonima”, “Ltd.”, “Corp.”, “Inc.”, “S.A.”).
- The BVI companies are required to have a registered office and a registered agent in the BVI.
- The shareholders of a BVI company may be individuals or corporations and of any residency.
There is no fixed minimum for authorized/paid-up share capital. A maximum amount of shares the company may issue is 50,000 shares (with the minimum government fee). Companies authorized to issue number of shares exceeding 50,000, will pay government fee in the amount of $1,100. Nominal value of one share is 1 USD. The nominal value of shares may be in any currency. There are par value or no par value shares.
- In general (except cases expressly provided by the Articles), a BVI company may not issue bearer shares, convert registered shares into bearer shares or exchange registered shares for bearer shares. If a BVI company issues bearer shares, such shares (certificates of share) shall be in custody of an authorized person (custodian) who agrees to hold these shares. The custodian is a person (including a foreigner) authorized or recognized as such by the BVI Financial Services Commission as set forth in the Financial Services Commission Act, 2001, part VIIA. Still, this person is only the holder of the shares, not the owner. Annual fee for maintenance of companies with bearer shares is higher than the standard price and equals to 1,100 USD.
- A minimum number of directors in the company is one (an individual or corporation of any residency). Meetings of directors may be held at any place and with any frequency.
- The companies are required to keep a corporate seal. Imprint of the seal should be kept at the office of the registered agent.
Taxes and fees
The BVI business companies are exempt from all taxes regardless of a source of income. The companies must pay only an annual fee. In case of failure to pay the fee in due time (see the table below) penalties are charged to the outstanding amount with following striking-off of the company from the register (however, provided that all the fees and penalties are settled, the company may be restored in the register).
|Date of incorporation||Date of payment of annual fee||10% penalty|
|Strike off the register|
|1 January — 30 June||31 May, starting from the second year of the company’s existence||1 June — 31 July||1 August — 31 October||1 November|
|1 July — 31 December||30 November, starting from the second year of the company’s existence||1 December — 31 January||1 February — 30 April||1 May|
Accounts and records
BVI companies are not required to file accounts and audit reports to state authorities. These records are not public.
However, in accordance with law the BVI companies must keep records of their financial transactions and keep all relevant accounting documents. At the same time, the BVI law sets out detailed requirements for recording and keeping of financial documents of the company.
Firstly, the BVI Business Companies Act, 2004 (article 96) fixes that the company must keep the following documents at the office of the registered agent: the Memorandum and the Articles, the register of members, the register of directors of the company (or their copies), copies of all notices filed by the company in the previous 10 years.
Secondly, the company is required to keep minutes of the meetings and resolutions of members and directors of the company at the office of the registered agent or at such other place or places as the directors may determine (article 97).
Thirdly, according to the article 98 of Business Companies Act, 2004 (as amended 2015) the company must:
a) keep at the office of its registered agent or at such other place or places, within or outside the BVI, as the directors may determine, the records and underlying documentation of the company; and
b) retain the records and underlying documentation for a period of at least five years from the date (i) of completion of the transaction to which the records and underlying documentation relate; or (ii) the company terminates the business relationship to which the records and underlying documentation relate.
The term “records and underlying documentation” includes accounts and records (such as invoices, contracts and similar documents) in relation to
- all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place;
- all sales and purchases of goods by the company; and
- the assets and liabilities of the company.
The records and underlying documentation of the company shall be in such form as are sufficient to show and explain the company’s transactions; and will, at any time, enable the financial position of the company to be determined with reasonable accuracy.
Where the records and underlying documentation of a company are kept at a place or places other than at the office of the company’s registered agent, the company shall provide the registered agent with a written
a) record of the physical address of the place at which the records and underlying documentation are kept;
b) record of the name of the person who owns or controls the place or places at which the company’s records and underlying documentation are kept; and
c) undertaking advising that the registered agent shall, at any time it so requests, have access to and be provided with the company’s records and underlying documentation without delay.
Where the place or places at which the records and underlying documentation of the company, or the name of the person who owns or controls such place or places, change, the company shall provide its registered agent with the physical address of the new location of the records and underlying documentation or the name of the new owner or controller of the new location, as the case may be, within 14 days of the change of the place or places.
Whenever required to do so by the Commission (FSC) or any other competent authority in the British Virgin Islands, the registered agent shall request and obtain from the company, records and underlying documentation in respect of the company.
Failure to observe any of the above said requirements is deemed to be an offence and is punished by a fine in the amount of USD 75,000 (art. 98(8) of Business Companies Act, 2004, as amended 2015).
In addition to the record keeping requirements, Mutual Legal Assistance (Tax Matters) (Amendment) Act, 2012 obliges the companies to keep the relevant records and supporting documents for at least 5 years of the date of completion of a transaction or a business relation to which such documents are related.
Confidentiality and international information exchange
Details of the company’s shareholders and beneficial owners are not subject to disclosure. Such information is available only to a local registered agent under due diligence procedures.
The only open information is contained in the Certificate of Incorporation and the Memorandum & Articles of Association copies of which are kept by the Registrar of Companies.
Due to the amendments of 2015 to Business Companies Act, 2004, the details of the company’s directors will be filed with the Registrar. According to the new article 118A, a company shall file for registration by the Registrar a copy of its register of directors. This requirement must be met before the 31 of December 2016.
A company that has filed for registration by the Registrar a copy of its register of directors shall, within 14 days of any changes occurring, file the changes in the register by filing a copy of the register containing the changes.
A copy of a company’s register of directors maintained by the Registrar shall not be made available to any person except
- on an order of the Court, or
- on a written request by a competent authority in the BVI acting in the exercise of its powers as a regulator of financial services business, tax administrator or law enforcement agency; or for the purposes pursuant to its obligations to a mutual legal assistance request; or by a foreign competent authority outside the BVI acting for the same purposes.
A company or a registered agent, or any other person acting pursuant to a legal or contractual obligation in relation to a company, shall have access to the register of directors filed with the Registrar that relates to it.
As of December 2015 the BVI is a party to Tax Information Exchange Agreements (TIEA) with the following countries and territories: Aruba, Australia, Great Britain, Germany, Guernsey, Denmark, Iceland, India, Ireland, Canada, China, the Netherlands, Norway, Poland, the USA, Finland, France, the Czech Republic, Sweden and Japan. Also, there have been concluded but not entered into force the TIEAs with Greenland, Curacao, New Zeeland, the Faroes, Portugal, Sint Maarten and South Korea. Besides this, the BVI has one double taxation treaty with Switzerland.
From March 1, 2014 the OECD Convention on Mutual Administrative Assistance in Tax Matters (amended by the Protocol 2010), which provides for different mechanisms of international tax information exchange, is in force for the BVI.
The BVI have also signed the Multilateral Competent Authority Agreement on automatic exchange of financial account Information. The first automatic exchange is planned on September 2017.