Company Incorporation in the British Virgin Islands

There are three forms: a company limited by shares; a company limited by guarantee, with or without shares; and an unlimited company, with or without shares.

No. There is no need for local directors or shareholders to form your offshore company in the BVI. A company must have at least one director, but that can be you, irrespective of your country of citizenship, origin, or residence. Optionally, you can use Vepapu’s nominee director and nominee shareholder services to keep your identity out of the company formation documents.

A minimum of one director and one shareholder is required, and the same person can be both. There are no requirements as to the locality or qualification of directors or shareholders, and both directors and shareholders can be individuals or corporate bodies. Where a shareholder is a company, the beneficial ownership filing looks through it to the individuals who ultimately own or control 25% or more, unless an exemption applies — for example where the company is listed on a recognised exchange.

Certain regulated activities require a licence from the BVI Financial Services Commission — including banking, insurance, trust services, fund management, and investment business. Your dedicated Vepapu manager will confirm whether your intended activity is regulated before you incorporate.

There is no required minimum share capital for a BVI company. The standard structure authorises 50,000 shares, commonly of US$1.00 each, because staying at or below 50,000 authorised shares keeps the annual government fee in the lower US$550 band rather than US$1,350.

The BVI has no public company directory, but it is not a complete blackout. The registers of directors, members, and beneficial owners are kept by your registered agent, and since 2 January 2025 the register of members and the beneficial ownership information must also be filed with the Registrar. Those filings are not public — they are available only to the company, its registered agent, BVI competent authorities, and law enforcement, and since 1 April 2026 to third parties who apply and prove a legitimate interest connected to money laundering or terrorist financing (limited to owners of 25% or more, and only their name, month and year of birth, nationality, and nature of interest). The one detail that has been openly searchable since 1 January 2023 is the list of a company’s current directors, which anyone can obtain from the Registry for a fee — addresses, dates of birth, and former directors are not disclosed.

BVI business companies are exempt from BVI income tax on their profits, wherever those profits are earned, and the BVI levies no capital gains tax and no withholding tax on dividends, interest, or royalties. If you employ people in the BVI, payroll tax, social security, and national health insurance apply, and stamp duty can arise on transactions involving BVI land. A BVI company does not remove tax obligations in the countries where you or your business are resident, so plan for those separately.

Yes to accounting, no to auditing. Since 1 January 2023 every BVI company that is not exempt must file an annual financial return — a simple balance sheet and income statement — with its registered agent within 9 months of its financial year end, so bookkeeping is now a real obligation rather than an optional extra. The return is not audited, does not have to follow a particular accounting standard, is not filed with the Registrar, and is not public. Listed companies, FSC-regulated companies that already file financials, companies that file BVI tax returns, and companies in liquidation are exempt. Missing the deadline attracts a fine of US$300 for the first month and US$200 per month thereafter, up to US$5,000, and can ultimately lead to strike-off. Vepapu’s accounting and bookkeeping plan keeps your records in order and prepares the return for you.

Three things recur every year. First, the government fee: US$550 for a company authorised to issue no more than 50,000 shares and US$1,350 above that threshold, due by 31 May if your company was incorporated between January and June, or by 30 November if it was incorporated between July and December. Second, the annual financial return, filed with your registered agent within 9 months of your financial year end. Third, the annual economic substance report, filed through your registered agent to the International Tax Authority. We make sure you do not miss these steps and notify you well in advance so you can act from the Vepapu dashboard.

You must keep your registered agent and registered address in place, pay the annual government fee, file the annual financial return with your registered agent, and file the annual economic substance report. You must also keep the registers of directors, members, and beneficial owners current — the register of directors has been filed with the Registrar since 2016, and since 2 January 2025 the register of members and the beneficial ownership information must be filed with the Registrar too, within 30 days of any change.

Every BVI company has to report annually so the International Tax Authority can see whether it carries on one of the nine "relevant activities" — banking, insurance, shipping, fund management, finance and leasing, headquarters, holding, intellectual property, or distribution and service centre business. If your company does not carry on any of them, the filing simply records that. If it does, the company has to meet the economic substance test for that activity, which can mean real presence in the BVI: directed and managed there, adequate expenditure, employees, and premises. Pure equity holding companies face a reduced test. Your Vepapu manager reviews your activity before incorporation so there are no surprises.

No. A BVI company is not required to hold an annual general meeting under the BVI Business Companies Act. If the company’s Memorandum and Articles of Association require one, or if the directors resolve to hold one, an AGM can be held — but it is optional.

Maintenance costs are the annual government fee, which depends on the number of shares the company is authorised to issue, the registered agent and registered office fee, and the cost of preparing the annual financial return and economic substance filing.