BVI Business Companies Act (Revised 2020)

British Virgin Islands Financial Services Commission (FSC) · British Virgin Islands

Summary

This is the core Virgin Islands statute governing the incorporation, structure, management and dissolution of BVI business companies. It sets out the full life cycle of a company from formation through shares, members, directors, mergers, and eventual liquidation or striking off, and establishes the Registrar of Corporate Affairs' administrative role.

Formation and structure

Incorporation: Sets requirements for applying to incorporate a company, memorandum and articles, company names, and restricted purposes companies.
Registered agent and office: Every company must maintain a registered agent and registered office in the Virgin Islands, with duties on resignation or ineligibility of the agent.
Company records: Companies must maintain records (register of members, directors, minutes, financial records) at the office of the registered agent.
Shares and distributions: Governs issue, transfer, redemption and forfeiture of shares, bearer share immobilisation, treasury shares, and distributions subject to a statutory solvency test.
Directors and governance: Covers appointment, removal, duties, standard of care, conflicts of interest, and proceedings of directors; requires a register of directors.
Segregated portfolio companies: Provides a specific regime for approval, segregation of assets and liabilities, and liquidation of segregated portfolio companies, subject to Commission approval.
Charges: Requires companies to keep a register of charges and allows (but does not compel) registration of charges with the Registrar, affecting priority.
Mergers, arrangements and dissenters: Sets procedures for mergers, consolidations, disposition of assets, forced redemptions, schemes of arrangement, and dissenting members' rights.
Foreign companies: Requires foreign companies carrying on business in the Virgin Islands to register, appoint a registered agent, and file annual returns.
Liquidation, striking off and dissolution: Sets out voluntary liquidation procedures, insolvency processes, and grounds and effects of striking a company off the Register and its dissolution.

The Act also empowers the Commission and Registrar to make regulations (including fees and penalties in Schedule 1), approve forms, and grants powers of investigation into companies. It applies to all Virgin Islands business companies, segregated portfolio companies, and foreign companies operating in the jurisdiction.

Key obligations

Every company must maintain a registered office and a registered agent in the Virgin Islands at all times.
Companies must keep prescribed records (register of members, register of directors, minutes, financial records and underlying documentation) at the office of the registered agent.
Companies must file notices of amendment to their memorandum or articles, and changes of registered agent or registered office, with the Registrar.
Distributions to members may only be made if the company satisfies the statutory solvency test.
Companies must keep a register of charges and may register charges with the Registrar to establish priority.
Unlimited companies not authorised to issue shares must file an annual return.
Foreign companies carrying on business in the Virgin Islands must register under Part XI, appoint a registered agent, and file an annual return.
Segregated portfolio companies must obtain Commission approval before incorporation or registration as such and must maintain segregation of portfolio assets and liabilities.
A struck-off company remains liable for fees and penalties due before and after striking off.
Voluntary liquidators must give notice and advertise the liquidation and comply with duties set out for conduct of liquidation.

Applies to

BVI business companies, segregated portfolio companies, foreign companies carrying on business in the Virgin Islands, registered agents, company directors and members, voluntary liquidators

BVI Business Companies Act (Revised 2020)

Summary

Formation and structure

Key obligations

Applies to

Related documents

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