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Setting up a company in the British Virgin Islands (BVI) is known for being fast, flexible, and business-friendly. The requirements are relatively simple, which is why BVI companies remain one of the most widely used structures for international business, asset protection, investment holding, and global trade. Here are the key requirements you need to know:

1. Company Name Approval

The BVI company should have a distinctive name that meets the requirements of the local naming rules. Generally, it is combined with “Limited,” “Ltd.,” “Corp.,” or the like corporate suffixes.

2. Minimum Directors and Shareholders

A BVI Business Company (BVIBC) must have:

  • At least one director (individual or corporate)
  • At least one shareholder

There is no nationality or residency restriction, making the structure highly flexible.

A BVI company must maintain a Register of Directors, which must be filed with the Registered Agent (not publicly accessible). A Register of Members must also be kept internally, though it is not filed with the regulator.

3. Registered Agent and Registered Office

Every BVI company is required to have a licensed registered agent and a registered office in the BVI. This is an official point of contact for government correspondence and legal notices, and it is also mandatory.

4. KYC and Due Diligence Documentation

Directors, shareholders, and beneficial owners should provide:

  • Copy of the passport
  • Residential address confirmation
  • Standard KYC forms

In addition to basic identification and proof of address, most Registered Agents will request Source of Funds and Source of Wealth information to comply with enhanced AML/CFT requirements.

5. Memorandum & Articles of Association

Your firm has to draw up an M&A describing its design, the types of shares, and the internal regulation of the company. This is the material that is handed over to the BVI Registrar at the time of the filing of the company.

Since recent amendments to the BVI Business Companies Act, companies are no longer required to specify an authorised share capital in the Memorandum.

6. Financial Records Requirements

All BVI companies must maintain financial records and submit an annual Financial Return to the Registered Agent. These records are not filed publicly, but compliance is mandatory.

7. Economic Substance Considerations

All BVI companies are required to make an annual Economic Substance notification. Only entities conducting relevant activities are required to submit a full Economic Substance Report and meet substance requirements.

The BVI is still ranked high among the jurisdictions of the world because of a minimal capital requirement, a local director not being mandatory, and a quick incorporation being possible. Places where you can be helped with setting up your business and getting on with your compliance duties smoothly are corporate service professionals like Offshore Company Services who can efficiently guide you through each step.

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