Setting up a company in BVI: A detailed guide (2025)

Establishing a company in BVI (British Virgin Islands) is increasingly considered and chosen by many Vietnamese investors to expand their cross-border business.

Thanks to tax incentives, high confidentiality, and easy establishment procedures, BVI has continuously attracted huge foreign investment flows. Many businesses have been established in BVI to conduct international business or invest in other countries.

In the following article, GLA will help businesses grasp important knowledge to successfully register and open an offshore company in BVI and operate effectively.

1. Overview of company formation in BVI

The British Virgin Islands (BVI) are a British overseas territory located in the Caribbean Sea, east of Puerto Rico. The BVI are part of the Virgin Islands, the remaining islands of which make up the U.S. Virgin Islands and the Spanish Virgin Islands.

Thanks to government policies, BVI is increasingly asserting its position as an attractive location for foreign investors to come here to establish offshore companies.

The most popular type of company in BVI is BC. BC – Business Company or also known as offshore company (100% corporate income tax exempt company). 

BC is a suitable company type for most businesses. international business, for foreigners.

2. Benefits of establishing a company in BVI

2.1. Exemption from corporate income tax

Each BVI Business Company is completely exempt from income tax in the BVI.

The exemption also applies to all dividends, interest, rents, royalties, compensation, other payments of the company, and surplus profits from any shares, debt obligations or other securities of the companies. 

There is no estate tax/inheritance tax, gift tax... payable in relation to shares, debt obligations, or other securities of a BVI company. 

All transactions, financial instruments, involving the transfer of any type of property, shares, debt obligations, securities or by a BVI company will be exempt from stamp duty, except transactions involving the ownership of land in the BVI. 

Land transactions are the only exception in the BVI that require payment of business license tax.

2.2. Legal status

A company in the British Virgin Islands has its own legal personality and powers similar to those of a natural person. 

2.3. High information security

All information about owners, directors, shareholders will be kept confidential and not publicly disclosed.

The Register of Members, Register of Shareholders, Register of Directors and all documents, resolutions of the company (Minutes and Resolutions) will be kept at the office of the Registered Agent and will be kept completely confidential. 

When necessary, company shareholders will be able to obtain and inspect these documents and papers.

The only document that must be made public is the Memorandum and Articles of Association, however the Memorandum does not contain specific information about the company's actual shareholders, directors, or beneficiaries.

However, in case the company owner wishes to disclose the identity of members and directors, he/she can register the Director and/or register the members through the Business Registration Agency.

2.4. Flexible structure

A BVI company requires a minimum of one owner, one shareholder and one director. A single individual can hold all three positions and roles simultaneously. Apart from the director, the company does not need to appoint operating officers. 

2.5. The governance structure of a BVI company is flexible and suitable for a variety of requirements.

Shareholders, directors and officers of a BVI company may be individuals or legal entities of any nationality. Meetings of shareholders and directors do not need to be held in the BVI. There is no requirement for minutes of Annual General Meetings.

Meetings may be held online through electronic means, electronic means. In addition, directors and shareholders are allowed to grant other member shareholders the right to vote (vote by proxy).

If the company has only one individual member who also acts as the sole director, that sole member/director is allowed to appoint and nominate another director (reserve director) to act as director in the event of the current sole director's death.

2.6. Provision against confiscation

If a foreign government or authority confiscates or expropriates shares or other interests in the Company through nationalization, expropriation, imposition of confiscatory tax or other government charges on BVI companies.

Companies or shareholders can apply to the BVI court to resolve the case, according to which the company will refuse to carry out nationalization or expropriation measures and the company will continue to operate normally, and the individuals whose shares have been expropriated will also continue to hold those shares.

2.7. Don't prepare too many reports

A company incorporated in the BVI has very little obligation to prepare financial accounts. However, records must be kept carefully so that the company's financial position can be easily accessed and checked for accuracy. 

These reports do not have to be kept in the BVI and can be kept in any location, at the discretion of the company owner. Furthermore, a BVI company is not required to prepare, file, or make public financial reports.

The company is only obliged to maintain the annual financial report Financial return archived with the partner supporting the company opening.

2.8. Bearer shares

Shares in the BVI are issued in bearer form. Bearer shares will not be issued to the actual owner but will be held by a licensed custodian in the BVI, or such a custodian outside the BVI, together with an indication: a document giving the identity and address of the actual owner of the shares.

3. Types of companies in BVI

Establishing a company in BVI can take many different forms and types such as:

1. Limited liability company ("LLC") (a company limited by shares). 
2. A company limited by guarantee (with or without the power to issue shares).
3. Unlimited company (with or without the right to issue shares).
4. A segregated portfolio company.
5. A restricted purpose company.

In all of the above types, Limited Liability Company is the most popular choice for overseas investors.

4. Conditions for opening a company in BVI that you need to know

4.1. Company name

A BVI business company must not be registered with a company name that is identical or similar to the name of an existing BVI company where, in the opinion of the business registration authority, such a name would be likely to cause confusion or misrepresentation. 

In the BVI there is a name-registration system, company names in this registration system are also considered as existing company names and will not be registered again.

Without the prior written consent of the Financial Services Commission, a BVI business company may not be registered under a name containing a restricted word or phrase (as per a previously published list) such as:

1.  The words "Assurance", "Bank", "Building Society", "Chamber of Commerce", "Chartered", "Cooperative", "Imperial", "Municipal", "Royal", "Trust" or.
2.  Any word intended to convey a similar meaning, as well as any name indicating the patronage of the British, British, BVI or any government or government agency thereof.

The business registration authority may also refuse the registration of any name if, in the opinion of the registrar, such name is offensive.

4.2. Shareholders and directors

A BVI company is only required to have at least 1 shareholder and a director. A director can be a shareholder.

Both directors and shareholders can be foreign nationals and do not require BVI residency. Both shareholders and directors can be companies or individuals.

4.3. BVI company address

Every BVI company needs to have a physical BVI company address. This address acts as a point of contact between the BVI government agency and the company owner.

4.4. Minimum capital

BVI does not require a minimum share capital. However, most companies register with a share capital of USD 50,000 to benefit from the low registration fees.

5. Procedures for establishing a company in BVI

The process of setting up a company in the BVI is simple and quick. The basic steps from naming the company, filing the application and paying the fees are all easy and most can be completed online.

6. Comply with the regulations after establishing a company in BVI

Once incorporated, BVI companies are required to comply with a number of regulations relating to record keeping and financial obligations. The low annual compliance requirements are one of the strong points of a BVI company.

6.1. Company record keeping

The company is required to maintain and update records of directors, shareholders and registered addresses. The records will be kept at the company office in the BVI. The records will be kept for a minimum of 5 years.

6.2. Submit annual financial reports

As required by the new BVI Companies Act 2022, BVI companies are required to maintain an annual filing of their company’s financial information or Financial Return. GLA will assist companies in maintaining their annual filing in compliance with the law.

6.3. Submit a report declaring the nature of business activities

As required by the new BVI Companies Act, BVI companies will be required to prepare an Economic Substance Report each year to ensure compliance with the BVI government's tax and business transparency requirements.

7. How does GLA support businesses in establishing companies in BVI?

Incorporating a company in the BVI can bring many business and financial benefits, especially in the technology and services sectors. However, the process and compliance requirements require careful preparation to ensure full compliance with BVI government regulations.

Understanding the steps from registration to post-incorporation obligations will help your business get off to a solid start and grow sustainably in the BVI.

• Consulting and support for BVI company establishment.
• Recommend the right company type based on your business model.
• Prepare necessary documents for BVI Enterprises.
• Tax advice appropriate to the type of business activities of the enterprise in BVI.
• Support for registration of all types of business licenses in BVI.
• Support opening physical bank accounts, online banking for BVI companies, etc.
• Prepare financial statements and tax reports in accordance with BVI accounting standards.
• Support Economic Substance declaration for companies.

8. Frequently asked questions about the process of setting up a company in BVI.

Highlights

• Setting up a company in BVI is simple and easy with only 1 director, 1 shareholder, 1 company address and a minimum capital of 1 USD.
• BVI companies benefit from information confidentiality, tax optimization, asset protection and many other benefits.
• A company in BVI should be established under the structure of a limited liability company, type BC to optimize business operations.
• After establishment, the company needs to maintain legal records, prepare Financial Return reports, and declare Economic Substance to maintain the company.