Segregated Portfolio Company (SPC) Non-regulated BVI Business Company User Guide

Summary

This is a BVI Financial Services Commission user guide explaining how non-regulated BVI Business Companies can register or incorporate as Segregated Portfolio Companies (SPCs) under the BVI Business Companies (Amendment) Act, 2018 and the Segregated Portfolio Companies (BVI Business Company) Regulations, 2018. It sets out the VIRRGIN transactions, required documents, information to be filed, and associated fees for registering, incorporating, and amending non-regulated SPCs.

• Registering an existing company as an SPC: Use the VIRRGIN Application to Register a Non-Regulated SPC, submitting a balance sheet (dated within 6 months), restated Memorandum and Articles, SPC Director Statement (Form BC(SPC)-1), and SPC Director Declaration (Form BC(SPC)-2), plus details of general assets, each portfolio's name/designation and assets, and the director assigned to each portfolio (with a current Register of Directors filed).
• Incorporating a new SPC: Use the VIRRGIN Application to Incorporate a Non-Regulated Segregated Portfolio Company, providing standard BVIBC incorporation information plus proposed director details, names/designations of initial segregated portfolios, and the director assigned to each.
• Amending SPC information: Use the VIRRGIN Application to Amend a Segregated Portfolio Company to edit existing portfolios (name or assigned director), terminate a portfolio (with termination date and confirmation of regulation 8 requirements), reinstate a portfolio (with date and reason), or create a new portfolio (with name, creation date, assigned director and appointment date).
• Fees: Registration/incorporation fees range from 250 to 950 depending on the transaction (e.g. company application fee 950/450, per-portfolio application fee 400/400, approval fee 900/250, initial company SPC fee 450/450, initial per-portfolio fee 400/400); amendment fees are 250 each for creation, termination, and reinstatement of a segregated portfolio, with additional fees possible depending on the full transaction filed.
• Late notification penalties: Notifications of creation or reinstatement of a segregated portfolio must be filed within 14 days of the event, and penalty fees apply for late notifications.

The guide is procedural and does not itself create new substantive law beyond directing users to the correct VIRRGIN transactions, required forms, and fee schedule for SPC registration, incorporation, and amendment activity.

Key obligations

• Companies applying to register as a non-regulated SPC must submit a balance sheet dated no earlier than 6 months before filing, restated Memorandum and Articles of Association, a signed SPC Director Statement (Form BC(SPC)-1), and a signed SPC Director Declaration (Form BC(SPC)-2).
• Applicants must detail the general assets of the company, the name/designation of each segregated portfolio, the assets attributed to each portfolio, and the director assigned to each portfolio, and must file a current Register of Directors at the Registry of Corporate Affairs.
• Applicants incorporating a new SPC must detail proposed director(s), the name/designation of each initial segregated portfolio, and the proposed director assigned to each initial portfolio.
• Termination of a segregated portfolio requires filing the termination date and confirmation of the requirements under regulation 8.
• Reinstatement of a segregated portfolio requires filing the reinstatement date and the reason for reinstatement.
• Creation of a new segregated portfolio requires filing its name/designation, creation date, assigned director, and the director's appointment date.
• Notifications of creation or reinstatement of a segregated portfolio must be provided within 14 days of the event, or penalty fees apply.

Applies to

non-regulated BVI Business Companies, Segregated Portfolio Companies (SPCs), Registered Agents

Deadlines

• within 14 days of the creation or reinstatement of segregated portfolios: Notification of the creation or reinstatement of a segregated portfolio must be filed within this period; late notifications incur penalty fees.