Frequently Asked Questions

The incorporation process typically takes between 1 and 3 business days

There is no obligation to maintain a physical office or presence in the BVI beyond the statutory requirement for a registered agent and registered office.

Entities engaged in “relevant activities” such as finance, intellectual property, or similar sectors are required to demonstrate adequate local presence in the British Virgin Islands. Holding companies are subject to less stringent obligations.

Yes. The companies exempted are the following:

(a) a listed company, meaning a company that is listed on a stock exchange;

(b) a company that is regulated under a financial services legislation and provides financial statements to the Commission in accordance with the requirements of that financial services legislation;

(c) a company that files its annual tax return to the Inland Revenue Department accompanied by the company’s financial statements; and

(d) a company in liquidation, except that this exemption does not apply if the company’s annual return becomes due prior to the commencement of the liquidation.

Generally, there are no restrictions, as BVI companies are designed to be highly flexible. However, if a company intends to engage in regulated activities—such as banking, investment services, or insurance—it must first obtain the appropriate license from the BVI Financial Services Commission (FSC).

Yes. The Labour Code stipulates that employers must provide a written statement of the terms of employment within seven days of the commencement of employment.

Yes, provided that the conversion complies with the relevant BVI legislation.

Redomiciliation of companies into and out of the British Virgin Islands is permitted, subject to compliance with applicable local regulations

Yes. BVI companies may issue various classes of shares, including ordinary, preference, redeemable shares, as well as shares with or without voting rights.

Yes. The BVI Business Companies Act, 2004 permits both inward and outward continuation, subject to compliance with the requirements of the BVI and the foreign jurisdiction.

Upon the appointment of a liquidator, the directors’ powers cease, and the liquidator assumes full control over the affairs and operations of the company.

Yes, it is strongly recommended to seek legal and financial advice to ensure the structure and agreements are compliant, enforceable, and aligned with the parties’ interests.

While not a statutory requirement, it is strongly advised—particularly for private companies with multiple shareholders—to have a shareholder agreement in place to establish clear governance and mitigate potential disputes.

In most cases, government approval is not required. It should be noted, however, that:

Security interests can be registered to establish priority.

There are no foreign currency controls in the BVI.

Stamp duty may apply to real estate transactions or documents relating to land in the BVI, though offshore transactions are typically exempt.

Not necessarily. Joint ventures may be established by incorporating a separate legal entity, such as a corporation, limited liability company, or partnership. Alternatively, they can be formed through contractual agreements without creating a new entity.

Yes. A company continuing into the BVI must appoint a BVI-licensed registered agent and establish a registered office in the BVI.

Employment disputes in the BVI are initially addressed through the Labour Commissioner’s office, where complaints are reviewed and efforts at conciliation are made. Should the matter remain unresolved, more serious disputes may be referred to the Labour Arbitration Tribunal for adjudication.

A joint venture can be formalized through a shareholders’ agreement, customized articles of association (if a new entity is formed), or a contractual agreement outlining the rights, responsibilities, and contributions of each party.

To verify the legal status of a BVI company prior to entering into contractual arrangements, it is advisable to request a Certificate of Good Standing or conduct a search of the public register. This process will confirm:

The company’s existence and registration

It's in good standing with the Registrar

The details of its registered agent and registered office

This is typically accomplished through a comprehensive Shareholders’ Agreement, supplemented by tailored Articles of Association. Engaging legal counsel is strongly recommended to ensure the enforceability and effectiveness of the arrangement.

Not exactly. While a joint venture may utilize a partnership structure, it can also be organized as a corporation or operate based solely on a contract. Unlike partnerships, which typically govern ongoing business operations, joint ventures are generally limited to specific projects or defined timeframes.

Yes. A shareholder agreement constitutes a legally enforceable contract among the signatory shareholders.

The BVI legal framework allows for 100% foreign ownership of companies by individuals or corporate entities.

There is no legal requirement for contracts to be governed by BVI law. Parties may freely choose the applicable law for their contracts—including, for instance, English law or New York law—and BVI courts will generally respect the parties’ choice of law, provided it does not contravene public policy.

There is no statutory requirement for BVI companies to appoint independent directors. Nevertheless, adopting such a practice is often considered a hallmark of good corporate governance, particularly for investment funds or companies listed on public markets.

Effective 2023, every BVI companies are required to file an annual return providing basic financial information. However, submission of audited financial statements is not mandatory.

Failure to maintain accurate registers or governance records may result in fines, striking off and dissolution, and the loss of good standing. Additionally, non-compliance with substance legislation may lead to penalties, striking off and dissolution.

Joint ventures allow parties to share expertise and resources, access new markets, reduce risk, and combine strengths for specific projects.

Equity Joint Venture: Involves the formation of a distinct legal entity—typically a company or partnership—in which participants hold shares or interests.

Contractual Joint Venture: Created exclusively through contractual arrangements, without the establishment of a new legal entity.

Public-Private Joint Venture: A collaboration between government bodies and private sector participants to achieve mutual objectives.

Key requirements include:

Approval by the foreign jurisdiction for continuation out

Filing of an application with the BVI Registrar of Corporate Affairs

Submission of documents such as a certified charter, director/shareholder resolutions, and legal opinion from the foreign jurisdiction

Payment of BVI government fees

They remain unaffected. The legal identity of the company remains the same; only its place of incorporation changes.

A Registered Agent is a BVI-licensed service provider responsible for incorporation and ongoing compliance matters. Appointment of a Registered Agent is mandatory for all BVI Business Companies.

A joint venture is a formal business arrangement in which two or more parties combine their resources to pursue a specific project or commercial activity. Participants share in the control, risks, and rewards associated with the venture.

A merger refers to the legal unification of two or more companies into a single corporate entity. In most cases, one company emerges as the surviving entity, absorbing the others. Alternatively, the process may result in a consolidation, whereby a new entity is established and the original companies are dissolved.

A shareholder agreement is a formal legal contract entered into by a company's shareholders, setting out their respective rights, duties, and obligations, as well as provisions governing the management and operation of the company.

A solvent liquidation, also known as a Members’ Voluntary Liquidation (MVL), is the formal process of voluntarily winding up a company that is able to satisfy all its debts in full within a specified period, typically within 12 months.

Redomiciliation (also known as continuation) is the process by which a company transfers its place of incorporation from one jurisdiction to another, without undergoing liquidation or affecting its legal identity

A solvent liquidation occurs when a company is able to pay all its debts in full. In contrast, an insolvent liquidation arises when the company is unable to meet its debts as they become due, necessitating either a Creditors’ Voluntary Liquidation or a court-ordered winding-up.

A merger occurs when one company remains in existence and incorporates the assets and liabilities of the other entity or entities, which cease to exist. In contrast, a consolidation involves the dissolution of all merging companies and the creation of a new company, which assumes ownership of all assets and liabilities of the former entities.

The law governing commercial contracts in the British Virgin Islands is primarily derived from English common law, encompassing established principles such as offer, acceptance, consideration, intention, and capacity. There is no overarching commercial code in the jurisdiction.

Employment relationships in the British Virgin Islands are regulated by the Labour Code, 2010, and are overseen by the Labour Department.

Generally, most types of foreign companies can redomicile into the BVI if their home jurisdiction allows continuation out and they are not subject to liquidation, insolvency, or winding up proceedings.

A company should consider a solvent liquidation when it has accomplished its intended objectives or is no longer required, and all debts and obligations can be settled in full. Typical scenarios include group restructuring, retirement of business activities, or distribution of assets to shareholders.

Ideally, a shareholder agreement should be executed at the time of incorporation or prior to the issuance of equity to new shareholders.

The liquidator in a solvent liquidation is appointed by the shareholders through the passage of a special resolution at a duly convened general meeting.

It is highly advisable to have a will in place. A BVI will ensures that your assets are distributed according to your wishes and can significantly reduce the risk of protracted probate delays.

Yes. A local agent registered in the BVI must be appointed to manage the registration process on your behalf.

Yes. Only registered trademark agents in the BVI can file and manage applications on your behalf.

Patent protection in the British Virgin Islands can be obtained by extending UK-registered patents under the Patents Act (Cap. 155).

A request for registration of a UK patent in the BVI must be filed within three years from the date the UK patent is issued.

A trademark is valid for 10 years from the filing date and is renewable indefinitely for further 10-year periods.

It typically takes 6 to 12 months, assuming there are no objections or oppositions.

The extended patent remains in force for the duration of the UK patent, which is typically 20 years, subject to the payment of maintenance fees.

Words, logos, slogans, names, letters, numerals, designs, colours, or combinations can be registered, provided they distinguish goods/services.

Once a company has been restored to the register, it is deemed to have continued in existence as if it had never been dissolved. The company's property that vested in the crown bona vacantia will be returned to the company.