Guidelines for a BVI Company Registration

A Complete Guide to a BVI Company Formation

Businesses established in the BVI (British Virgin Island) are incorporated under the BVI Business Companies Act 2004. Such companies are incorporated in order to carry out an operation with non-residents of the BVI. These companies are referred as ‘business companies’ based on the norms of the Act.

Under the BVI Business Companies Act, 2004, a BVI company registration is of five different types.

  • 1.A company with limited shares,
  • 2.A company with limited guarantee that is not authorized to issue shares,
  • 3.A company limited by guarantee that is authorized to issue shares,
  • 4.An unlimited company not authorized to issue shares, and
  • 5.An unlimited company authorized to issue shares

The most common form of BVI company registration is the one limited by shares. All companies registered and formed before the Act were automatically re-registered under the Act to streamline the application of the new law. There were some additional provisions of the former legislation that continue to apply to these re-registered companies.

The following are the requirements for a successful BVI company registration.

A registered Agent

A registered agent is the most basic requirement of every BVI company located in the British Virgin Islands. The agent will be held responsible for incorporating the company and appointing the first Directors and more. A BVI company must have a registered agent at all times. Without an agent, the company will become liable to pay a substantial fine and could lose its registration. The company is free to change its registered agent at any point of time, the only condition being the Registrar must be notified.

A Registered Office

Every BVI company registration will be completed only when the business provides a physical address. The address may not be a post office box address. This can be the address of the registered agent. A company has full authority to change the address, all one needs to do is notify the Registrar about the change of address.

A BVI company registration and Incorporation

To incorporate the company, the registered agent will file with the Registrar the Memorandum and Articles of Association. The Registrar after checking all the details and making sure that the company has fulfilled all the requirements under the Act, will allot a unique number and issue a certificate of incorporation. This process must not take more than a day to complete, however, on the maximum this process may be stretched to three to five days.

The Directors

As mentioned above, the Registration Agent will appoint the fist Directors. This needs to be done within six months of BVI company incorporation. The number Directors that are appointed will be defined in the Articles of Association. The company must have a minimum of one Director, but there is no legal obligation to hire a Company Secretary. The Directors need not necessarily be a resident of the BVI, and Directors can an individual or a corporate entity.

BVI Company Shareholder

Once the Directors of the company have been appointed by the registration agent, the next step is to issue the shares to shareholders. The Agent will require the details of company shareholders at the time of BVI company registration. Until the shares are issued, the Directors are personally liable for any contracts entered into be the company.