Segregated Portfolio Company (SPC) Non-regulated BVI Business Company Registration Guidance

Summary

This guidance explains how existing BVI Business Companies (BVIBCs) that do not carry on regulated financial business can register as Segregated Portfolio Companies (SPCs) following the 2018 legislative changes. An SPC separates the assets and liabilities of individual portfolios from each other and from the company's general assets. Registration is done by Registered Agents through the VIRRGIN system using the Application to Register a Non-Regulated Segregated Portfolio Company transaction.

• Required documents: A company balance sheet dated no earlier than 6 months before filing, restated Memorandum and Articles of Association, a completed SPC Director Statement (Form BC(SPC)-1), and a completed SPC Director Declaration (Form BC(SPC)-2), each signed by at least one director.
• Information to detail in the transaction: The company's general assets, the name or designation of each segregated portfolio to be created, the assets attributed to each portfolio, and the director assigned to each portfolio, supported by a current Register of Directors filed with the Registry.
• Applicable fees: Company application fee $950; application fee per segregated portfolio $400; approval of application fee $900; initial company SPC registration fee $450; initial registration fee per segregated portfolio $400; plus other standard Registry fees for restated Memorandum and Articles of Association or Change of Name.

The guidance is procedural and applies only to non-regulated BVIBCs seeking to convert to or register as SPC structures; regulated entities are not covered by this process.

Key obligations

• Registered Agents must submit the Application to Register a Non-Regulated Segregated Portfolio Company via VIRRGIN to convert an existing BVIBC into an SPC.
• Applicants must provide a company balance sheet dated no earlier than 6 months prior to filing the transaction.
• Applicants must submit a restated Memorandum and Articles of Association reflecting the SPC structure.
• Applicants must submit a completed SPC Director Statement (Form BC(SPC)-1) signed by at least one director.
• Applicants must submit a completed SPC Director Declaration (Form BC(SPC)-2) signed by at least one director.
• The transaction must detail the company's general assets, the name or designation of each segregated portfolio, the assets attributed to each portfolio, and the director assigned to each portfolio.
• A current Register of Directors reflecting portfolio director assignments must be filed at the Registry of Corporate Affairs.
• Applicable transaction and registration fees (company application fee, per-portfolio application fee, approval fee, initial SPC registration fee, and per-portfolio initial registration fee) must be paid via the Registered Agent's account.

Applies to

BVI Business Companies (BVIBCs) not performing regulated financial business, Registered Agents

Deadlines

• no earlier than 6 months prior to filing the transaction: The company balance sheet submitted with the application must be dated within this period.