Offshore Structuring

Incorporation of a BVI Company for US$2,800

British Virgin Islands company formation under the BVI Business Companies Act, 2004 — arranged through our Singapore office, with formation typically completed within three weeks, subject to compliance verification.

What you need to know about forming in the BVI

All companies formed in the BVI must have a local registered office, which can be the address of the company’s registered agent. There are around 70 registered agents in the BVI, regulated and licensed by the Financial Services Commission, and the list is published on the FSC website.

BVI companies are not subject to income or other taxes, irrespective of the source of income. The only exception is the salary tax imposed on companies engaging local employees.

Directors

There must be at least one director, whether individual or corporate, resident or not, and the first directors must be appointed within six months of incorporation. Names, addresses, and dates of appointment and removal must be recorded in the register of directors kept at the company’s registered office.

Records kept at the registered agent

• Original or a copy of the register of members, with any updates notified to the registered agent within 15 days
• Original or a copy of the register of directors, with any updates notified within 15 days
• Other records, such as minutes of meetings and resolutions of members and directors

Key benefits of a BVI structure

Corporate flexibility

Modern, flexible and commercially minded BVI corporate legislation, with provisions drawn from Delaware, Ontario, Australian and English corporate law, lets transactions proceed efficiently and consistently with common law systems.

Corporate efficiency

BVI companies enjoy broad corporate capacity. They can undertake any lawful act or activity, with no corporate benefit restrictions and no financial assistance limits. Most corporate activity can be approved by the directors without a shareholders’ resolution.

Minimal capitalisation requirements

BVI companies are not subject to thin capitalisation rules or capital maintenance requirements. Provided the company maintains cash-flow and balance sheet solvency, distributing assets to shareholders or redeeming shares is straightforward. A BVI company is expressly empowered to provide financial assistance to a third party acquiring its own shares.

Tax neutrality

The BVI has no income tax, corporation tax, capital gains tax, wealth tax or similar. Trading companies normally pay tax where they do business, but a BVI company used as an intermediary holding company can create tax-neutral layers in the structure.

Low cost

BVI companies remain inexpensive relative to other premium jurisdictions such as Cayman and Bermuda. As a market reference, a plain BVI company is typically incorporated for around US$3,200 inclusive of disbursements, with annual government fees of around US$650.

Fast formation

A BVI company can be formed within three weeks. BVI anti-money-laundering law requires customer due diligence, in line with FATF recommendations, on directors, shareholders and ultimate beneficial owners, so the practical speed is mostly linked to how quickly those checks can be satisfied.

Arranged from our Singapore office

Setting up a British Virgin Islands company through Singapore can be a tax-efficient and cost-effective way to expand globally. We guide you through the whole process, handle the legal and regulatory requirements, and tailor the structure to what you actually need.