BVI Company Law

BVI Business Companies (Amendment) Act

Changes came into force in April 2016. The following summarises the most important changes.

The BVI Business Companies Act, 2004 is the primary legislation that regulates registration and operation of companies in the BVI. You will find below the key extracts from the BVI Companies Act along with the full act.

Register of Director

New and existing companies, must file its register of directors with the BVI Registry, the register will not be available for public inspection. A new company must file the register of directors within 14 days of the appointment of a director. Thereafter, companies must file changes to the register of directors with the BVI Registry within 21 days of the changes. Failure to comply with the relevant deadline of the new requirement carries a penalty of US$100 and an additional penalty of US$25 per day after the deadline.

The BVI Registry will apply a filing fee of US$50 in respect of the filing of the initial register.

The information that is required to be filed on the register of directors stated in the 2015 Act, as follows:

  • full name, and any former names
  • date of appointment as a director
  • date of cessation as a director
  • usual residential address
  • date of birth
  • nationality
  • occupation

§17. Company Name

the name of a limited company shall end with the word “Limited”, “Corporation”, “Incorporated”, “Societe Anonyme”,“Sociedad Anonima”, “Ltd”, “Corp”, “Inc” or “S.A.”

§90. Registered Office and Registered Agent

(1) A company shall, at all times, have a registered office and agent in the Virgin Islands.

(2) The registered office of a company is the place specified as the company’s first registered office in the memorandum and is a physical address.

§96. A company shall keep the following documents at the office of its registered agent:

  • the memorandum and articles of the company;
  • the register of members maintained or a copy of the register of members;
  • the register of directors maintained under section 118 or a copy of the register of directors; and
  • copies of all notices and other documents filed by the company in the previous ten years.

§9. Memorandum of Association

The memorandum of a company shall state:

  • the name of the company;
  • whether the company is a company limited by shares or a company limited by guarantee
  • the address of the first registered office and registered agent of the company;
  • in the case of a company limited by shares - the maximum number of shares that the company is authorised to issue

§109. Directors

(1) The business and affairs of a company shall be managed by, or under the direction or supervision of, the directors of the company.

(4)A company shall, at all times, have one or more directors.

(5) Subject to subsection (4), the number of directors of a company may be fixed by, or in the manner provided in, the articles of the company.

(6) If at any time a company does not have a director, any person who manages, or who directs or supervises the management of, the business and affairs of the company is deemed to be a director of the company for the purposes of this Act.

§34. Shareholders

A share in a company confers on the holder

  • the right to one vote at a meeting of the members of the company or on any resolution of the members of the company;
  • the right to an equal share in any dividend paid in accordance with this Act; and
  • the right to an equal share in the distribution of the surplus assets of the company.

§37. Share Value

(1) Subject to the memorandum and articles of a company,

  • (a) a share may be issued with or without a par value; and
  • (b) a share with a par value may be issued in any currency.

(2) The par value of a par value share may be a fraction of the smallest denomination of the currency in which it is issued.

§217. Company Restoration

Where a company has been struck off the Register, but not dissolved, the Registrar may, upon receipt of an application in the approved form and upon payment of the restoration fee and all outstanding fees and penalties, restore the company to the Register and issue a certificate of restoration to the Register.

BVI Company Formation
  • It takes 2 - 3 days to incorporate your BVI company.
  • 1 director of any nationality is required
  • 1 shareholder of any nationality is required
  • To order your BVI company click here.