BVI business company limited by shares LtdBritish Virgin Islands
What it takes to form, own and run a private limited company in British Virgin Islands, and how its profit is taxed. Each figure links to the page it was read from.
This company type
At a glance
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A member of a limited company has no liability, as a member, for the
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application may be made to the Registrar for the incorporation of a company by filing— (a) a memorandum complying with section 9 that is signed by the proposed registered agent, as incorporator;
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substituting the figures “550, $1,350, $550, $1,500, $3,000” respectively;
Form it
Who registers it
- Registry
- Formed without visiting
- Not in our records
- Formed online
- Not stated
The registry’s and the law’s own pages do not mention it.
What it takes to form
- A notary
- Not required
- A resident director
- Not required
- Paying up the capital
- No minimum is paid up at incorporation: the memorandum states only the maximum number of shares the company is authorised to issue (s.9(1)(e)), and, subject to its memorandum and articles, a company may issue partly paid and nil paid shares (s.36(2)); a share with a par value may not be issued for less than its par value (s.47(2)).
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Subject to its memorandum and articles, a company may issue bonus shares, partly paid shares and nil paid shares.
Own it
Who may own and run it
- Directors
- At least 1 · none need live there · a company may be one
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a company shall, at all times, have one or more directors.
- Shareholders
- At least 1
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a company shall at all times have one or more members.
- Members
- At least 1 · one person may form it alone
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a company shall at all times have one or more members.
- A local company secretary
- Not stated
The registry’s and the law’s own pages do not mention it.
- A local registered agent
- Required
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An application for the incorporation of a company may be filed only by the proposed registered agent
Each year, at the registry
- Annual registry fee
- USD 550 (about €481)
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a company specified in section 5(a), (c) or (e)
- Accounts on the public record
- No
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file with its registered agent an annual return in the form
- Audit for a small company
- Not stated
The registry’s and the law’s own pages do not mention it.
- Audit
- Not in our records
Important dates
When each obligation falls due, as the authority states it.
- File the company's beneficial ownership information for registration by the Registrar
- 30 days after incorporation
With Registrar (through the registered agent)
BVI Business Companies (Amendment) Act 2024 s.96A(2), which comes into force by notice (S.I. 75/2024, not read). Listed-company and certain fund exceptions apply. Penalty USD 500 first month, USD 550 per further month up to 2 months.
- File a copy of the register of directors with the Registrar after any change in directors
- 30 days after change of officers
With Registrar (through the registered agent)
Section 118B(3) of the Act as in the 2020 revised edition (30 days of any changes). The initial copy is due within 15 days after the first directors are appointed, which the registered agent must do within 15 days of incorporation (2024 Amendment Act ss.21, 25).
- File the changes in the register of members with the Registrar
- 30 days after change of shareholders
With Registrar (through the registered agent)
Section 43A(3) as substituted by the 2024 Amendment Act; the initial register of members is due within 30 days of incorporation. Listed companies and certain funds are excepted.
- File a change in beneficial owner information within 30 days of the company becoming aware
- 30 days after change of beneficial owners
With Registrar (through the registered agent)
- Pay the Registrar's annual fee
- Not in our records
With Registrar of Corporate Affairs
Not stated on bvifsc.vg/sites/default/files/bvi_business_companies_act.pdf when checked
- File the annual financial return with the registered agent
- 9 months after the end of the accounting period
With Registered agent (not the public register)
Section 98A requires a financial return in respect of each year, filed with the registered agent within 9 months (the quoted text is from the 2024 (No. 2) Amendment Act, which refers to 'be filed within 9 months'; the period is counted from the end of the company's financial year per FSC Industry Circular 34 of 2024, which could not be read from the server). Registered agent must notify the Registrar within 30 days if not filed. Initial filing deadlines were extended to 30 June 2025 at the latest, by notice.
What is public
- Directors
- To the authorities only
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(b) make a copy of a company’s register of directors available to (i) the company or its registered agent;
- Shareholders
- To the authorities only
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(b) make a copy of a company’s register of directors available to (i) the company or its registered agent;
- Beneficial owners
- To those with a legitimate interest
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(b) make a copy of a company’s register of directors available to (i) the company or its registered agent;
Tax
Tax on profit
How this company type is taxed, which can differ from its place’s headline rate.
No tax on profit · 0%
A company, the dividends, interest, rents, royalties and other amounts it pays, and capital gains on its shares are exempt from all provisions of the Income Tax Ordinance (s.242). Payroll tax and economic-substance rules were not read.
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are exempt from all provisions of the Income Tax Ordinance.
- CFC rules in British Virgin Islands
- Not in our records
Close it
Closing it
The other end, which most guides leave out.
- Route
- Voluntary liquidation, or striking off by the Registrar (for example where the company has no registered agent, fails to file a required return, or fails to pay its annual fee or penalty by the due date; BVI Business Companies Act s.213). Liquidation provisions were not read in full.
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(c) the company fails to pay its annual fee or any late payment penalty by the due date; or
- Statutory fee
- Not in our records
Every business in British Virgin Islands
VAT
- Standard rate
- Not in our recordsThe tax authority’s pages have not been read for British Virgin Islands.
Payment and banking services
1 service names British Virgin Islands on its own list: Airwallex. Each provider, and what a listing means.
Reference
Its name and code
- Kind
- Private limited companyDerived our grouping, the same words in every country
- Name in law
- BVI business company limited by shares (Ltd)
- ISO 20275 code
- 6EH6Secondary GLEIF, Entity Legal Forms code list