Incorporating a Company Limited by Shares, User Guide No. 1 (Rev 9/07)

Summary

This is BVI Financial Services Commission guidance explaining the practical steps and legal requirements for incorporating a BVI Business Company limited by shares. It is aimed at persons wishing to form such a company and at registered agents who file the incorporation application on their behalf, setting out who may apply, what decisions must be made beforehand, and the fees involved.

• Who may apply: Only a licensed company management company or a licensed Class I or III trust company acting as registered agent may file an application to incorporate a company; the Registrar must reject applications from anyone else.
• Pre-incorporation decisions: Before filing, a company name must be chosen, a BVI registered office address decided, and compliant memorandum and articles of association drafted; it is advisable to also settle who the first directors and shareholders will be and obtain their consents.
• Directors and shareholders: Every company must have at least one director and one shareholder (who may be the same person); the registered agent has six months from incorporation to appoint the first director(s), and the company cannot commence operations until a director is appointed and a share issued.
• Incorporation process: The registered agent files the application with the memorandum and articles (plus up to three copies) and a consent to act as registered agent; the Registry then registers the documents, allots a company number, and issues a certificate of incorporation, typically within one working day.
• Fees: Incorporation fees are USD 350 for companies authorised to issue fewer than 50,000 shares, and USD 1,100 for companies authorised to issue more than 50,000 shares or an unlimited number of shares; higher fees apply to bearer share companies.
• Annual fees: An annual fee equal to the incorporation fee is payable from the year after incorporation, due on 31 May each year for companies incorporated between 1 January and 30 June, or on 30 November each year for companies incorporated between 1 July and 31 December.

The guide is explanatory only, summarising the BVI Business Companies Act, and is not a substitute for legal advice; readers are directed to companion User Guides on company names, memorandum and articles, and directors' responsibilities for further detail.

Key obligations

• An application to incorporate must be made only by the person who will act as the company's first registered agent, who must be a licensed company management company or a licensed Class I or III trust company.
• The registered agent must appoint the company's first director(s) within six months of incorporation.
• A company must not commence operations until at least one director has been appointed and at least one share issued.
• The company must maintain a real physical registered office address in the BVI.
• The memorandum and articles of association complying with the Act must be filed with the incorporation application.
• The company must pay the applicable incorporation fee on application and an annual fee of the same amount from the year following incorporation, due on 31 May or 30 November depending on the incorporation date.

Applies to

BVI business companies limited by shares, registered agents, company management companies, Class I trust companies, Class III trust companies, directors, shareholders

Deadlines

• 6 months from incorporation: Period within which the registered agent must appoint the company's first director(s).
• 31 May each year: Annual fee due date for companies incorporated between 1 January and 30 June.
• 30 November each year: Annual fee due date for companies incorporated between 1 July and 31 December.