Setting Up and Managing a BVI Limited Company (Ltd): A Comprehensive Guide

A company limited by shares is the most common type of company registered in the British Virgin Islands (BVI). This guide will walk you through the key steps and considerations for setting up and managing a BVI Ltd.

Onboarding

To establish a BVI company, you must provide your registered agent with the following know-your-client (KYC) information and documents for each:

1. Director

2. Members/Shareholders holding 10% or more shares

3. Beneficial Owner

Required Documents:

• Certified true copy of passport

• Certified true copy of recent proof of address (e.g., utility bill, credit card statement, bank statement)
  
  Certification Requirements:

• The certification must include the certifier’s (i) full name, (ii) position or occupation, (iii) address, and (iv) the date of certification.

• Documents not in English require a certified translation.

For more details on certification, refer to our helpdesk article here.

Additional KYC Requirements:

• A second certified copy of ID

• Professional reference letter from a lawyer or accountant

• Source of wealth declaration of the ultimate beneficial owners

Learn more about additional KYC requirements here.

Renewals

BVI limited companies are classified into two types based on their renewal windows:

• First Semester Companies (entities incorporated between January 1 and June 30): The annual invoice will be issued on May 1, and the deadline for payment is May 30. Payments made after the due date will incur penalties.

• Second Semester Companies (entities incorporated between July 1 and December 31): The annual invoice will be issued on November 1, and the deadline for payment is November 30. Payments made after the due date will incur penalties.

Entity Management

Economic Substance Filing: All BVI companies must report to tax authorities whether they engaged in any of the relevant activities listed below during their financial year:

• Banking business

• Insurance business

• Fund management business

• Finance and leasing business

• Headquarters business

• Shipping business

• Holding business

• Intellectual property business

Each entity is required to complete the Economic Substance form for each financial year to maintain good standing and avoid penalties.

Closing Down the Entity

There are two methods to close a BVI company: formal liquidation/dissolution or striking off the company register.

Formal Liquidation/Dissolution: If the company has been active and possibly has outstanding assets and liabilities, voluntary liquidation or dissolution is the preferred choice. This method allows directors to properly discharge their duties. All pending dues must be settled before dissolution.

Striking Off the Company Register: If the shareholders and directors are satisfied that no assets or liabilities remain and the company has not been active, they may request the company be struck off the register. This is the most economical and fastest way to close the entity. If the company is struck off after January 1st, 2023, it will be almost immediately dissolved. There is a 90-day window to restore the company; after this period, the company will be dissolved. Restoration after dissolution, if needed, must be done through the BVI courts within five years, making it a difficult and expensive process.

You can order your BVI Ltd directly from our website. Setting up and managing a BVI Ltd is straightforward with the right guidance. Whether you’re establishing your entity, managing changes, or considering dissolution, understanding these steps will ensure your company remains in good standing.