Company Incorporation in British Virgin Islands
Incorporation of a BVI Business Company (BC) limited by shares with the Registry of Corporate Affairs through the VIRRGIN system. One shareholder (s.79) and one director (s.109(4)) are enough and may be the same non-resident individual or a corporate entity — corporate directors are expressly permitted (s.118A(1)(b)) — there is no minimum share capital, no requirement to state a capital in the memorandum and no local-director requirement. The memorandum and articles are signed by the proposed registered agent as incorporator, so the client signs nothing at the Registry; the register of members stays at the agent's office and filing it is optional (s.43A), while the register of directors MUST be filed with the Registrar within 21 days of the first appointment and is not public (s.118B). A BC is tax-neutral under s.242 — no BVI income tax, capital gains tax, withholding tax or stamp duty on its share and business instruments. A BVI BC must at all times have a registered office in the BVI (s.90) and a registered agent licensed under the Company Management Act or the Banks and Trust Companies Act (s.91); only the registered agent may file the incorporation application (s.6(2)) or pay the annual government fee (s.236(3)). Comriq coordinates the licensed agent — a founder cannot self-file.
2–5 business days
USD
Compare the structures
Every column is a vehicle you can actually incorporate here, and each is bought on its own terms. Every fact carries where it was read: on the authority’s own page, or — marked Indicative — on a filing platform or publication we name and link. Anything we could not read anywhere is marked Pending verification and confirmed with the authority before you pay.
| BVI Business Company (BC) — company limited by sharesThe flagship offshore vehicle and the company Comriq actually sells: holding company, investment-holding SPV, joint-venture vehicle, group finance or IP holding, and general international business — one shareholder, one director, no minimum capital | Micro business company (registered-agent category)A small-scale BC serviced under the lighter micro-business-company arrangement — the category exists in the Financial Services (Fees) (Amendment) Regulations 2023 (US$250 application / US$750 approval for an agent to act for micro business companies), but the eligibility criteria, share and turnover thresholds and any reduced government fee were not confirmed from a primary source and are settled at quote | Segregated portfolio company (SPC)Ring-fencing assets and liabilities into separate segregated portfolios within one legal entity (s.138(2)) — open ONLY to a licensed insurer, a recognised or registered fund, or another prescribed class, and only with the FSC's prior written approval (s.135); audit and regulatory duties flow from that underlying regime, not the BC Act | Limited partnership (Limited Partnership Act 2017)Fund and joint-venture structures needing a partnership vehicle with (optionally) separate legal personality and limited-partner liability protection. | |
|---|---|---|---|---|
| Minimum owners | 1 | 1 | 1 | 2 |
| Maximum owners | Pending verification | Pending verification | Pending verification | Pending verification |
| Minimum directors | 1 | 1 | 1 | Pending verification |
| Liability | limited | limited | limited | unlimitedmixed |
| Foreign ownership | Yes | Yes | Yes | Yes |
| Tax treatment | NO corporate income tax, NO capital gains tax, NO withholding tax. Section 242 of the BVI Business Companies Act exempts… | Same as a BVI Business Company: no corporate income tax, capital gains tax or withholding tax. | Same tax-neutral treatment as any BC (no income, capital gains or withholding tax). | Tax-neutral in the BVI (no income, capital gains or withholding tax at the BVI level). Confirm the LP's treatment under … |
| Audit required | No | No | Pending verification | Pending verification |
| Audit threshold | No general statutory audit requirement for an ordinary (unregulated) BC. A BC files an annual financial return (unaudite… | Pending verification | An SPC is only available where the company is (or on incorporation will be) a licensed insurer, a recognised/registered … | Pending verification |
| Annual compliance | Low | Low | High | Medium |
| Typical use | Foreign-owned holding/SPV or trading company with no BVI-source activity; incorporated in ~1-2 business days through a l… | A small-scale BC operated through a registered agent approved to act for micro business companies. | A BVI insurer or fund that needs statutory segregation of assets and liabilities between cells (each portfolio's assets … | BVI private-equity / venture fund general-partner and limited-partner structure, or an offshore JV; formed under the Lim… |
What we will need from you
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Memorandum of association (s.9) and articles of association, signed by the proposed registered agent as incorporator (s.6(1)(a)–(b))
The subscriber to a BVI BC is the registered agent, not the beneficial owner. Articles are required for every type except an unlimited company not authorised to issue shares.
Consent to act as registered agent, signed by the proposed registered agent (s.6(1)(c))
A registered agent and a BVI registered office are mandatory (ss.90–91). The agent must be licensed under the Company Management Act or the Banks and Trust Companies Act.
Per beneficial owner / controller: full KYC and CDD to the registered agent — certified passport, proof of address and source of funds or wealth
An AML requirement of the registered agent, not a Registry filing. The agent must hold beneficial-ownership information and file it to the BO register (see the Ultimate Beneficial Owner service).
Per director: name, any former name, date of appointment, service address, usual residential address, date and place of birth and nationality (individual); corporate name, number, registered or principal office and place of incorporation (corporate director) — s.118A
Filed with the Registrar within 21 days of the first directors being appointed (s.118B), US$50. The filed register is not public.
Per shareholder: name, address, class and number of shares and date entered, for the register of members kept at the registered agent's office (s.41)
Filing the register of members with the Registrar is OPTIONAL (s.43A) — the BVI does not publish shareholders.
For a foreign corporate shareholder or director: documents evidencing the body corporate, handled at the registered agent's KYC level
No apostille or consularisation is required to incorporate a BVI BC, because the registered agent subscribes. Legalisation only arises for cross-border acts such as continuation into the BVI (s.181, certified copy of the certificate of incorporation) or registering a foreign company (s.186, certified and, where not in English, translated constitutional documents).
Cost breakdown
Our fee and the government’s are always separate lines. Government fees are passed through at exactly what the authority charges — we add nothing to them.
| Incorporation fee — company authorised to issue NO MORE THAN 50,000 shares (BC Act s.7(1), Schedule 1 Part I)one line of this schedule appliesUS$450 read from Schedule 1, Part I of the BVI Business Companies Act, Revised Edition 2020 (bvifsc.vg/sites/default/files/bvi_business_companies_act.pdf), for a company under s.5(a), (c) or (e). The higher figure circulating comes only from company-formation vendors, so it is not recorded here as an amount. | $450Indicative — from bvifsc.vg, not confirmed on a government portal. We confirm the exact amount before you pay. |
| Incorporation fee — company authorised to issue MORE THAN 50,000 shares (BC Act s.7(1))one line of this schedule appliesUS$1,200 read from Schedule 1 Part I (2020 Revised Edition); a company authorised to issue an unlimited number of shares is treated as >50,000. A company limited by guarantee not authorised to issue shares, or unlimited without shares (s.5(b)/(d)), pays US$450. Same staleness caveat as the tier above — confirm.bvifsc.vg/fees. | $1,200Indicative — from bvifsc.vg, not confirmed on a government portal. We confirm the exact amount before you pay. |
| Incorporation as a restricted purposes company (structured-finance SPV, BC Act s.8(1))one line of this schedule appliesUS$7,500 read from Schedule 1 Part I for incorporation as a restricted purposes company ('(SPV) Limited'). Paid INSTEAD of, not in addition to, the s.7(1) fee. A structured-finance orphan vehicle, not a mainstream retail company. Same staleness caveat — confirm.bvifsc.vg/fees. | $7,500Indicative — from bvifsc.vg, not confirmed on a government portal. We confirm the exact amount before you pay. |
| Name reservation — optional, 90 days (BC Act s.25)only if it appliesUS$50 read from Schedule 1 Part I. Optional: the registered agent may reserve a name for 90 days, but most incorporations name the company directly in the application. Confirm.bvifsc.vg/fees. | $50Indicative — from bvifsc.vg, not confirmed on a government portal. We confirm the exact amount before you pay. |
| Initial filing of the register of directors with the Registrar (BC Act s.118B(1))US$50 read from Schedule 1 Part I. MANDATORY within 21 days of the first directors being appointed; the first registered agent must appoint the first directors within six months of incorporation (s.113(1)) and in practice does so at incorporation. The filed register is NOT public — accessible only to the company and its agent and, on request, competent authorities or by court order (s.118B(4)). Changes are re-filed at US$50 each. Confirm.bvifsc.vg/fees. | $50Indicative — from bvifsc.vg, not confirmed on a government portal. We confirm the exact amount before you pay. |
| Beneficial-ownership filing on incorporationUS$125 read from the BVI Business Companies (Amendment of Schedule 1) Order 2024 (bvifsc.vg/sites/default/files/bvi_business_companies_amendment_of_schedule_1_order_2024.pdf) for filing beneficial-ownership information on registration, reported as applying to new incorporations, registrations and continuations from 2 January 2025. Filed by the registered agent via VIRRGIN — see the Ultimate Beneficial Owner service. | $125Indicative — from bvifsc.vg, not confirmed on a government portal. We confirm the exact amount before you pay. |
| Registered agent's own annual servicing fee (registered office and agent)one line of this schedule appliesNot a government fee and not published in any statutory schedule — a commercial fee charged by the licensed BVI registered agent, separate from and additional to the Registry fees above. Scoped at quote against the appointed agent's terms; the figures circulating in vendor guides are competitor claims, not an authority. | Confirmed before payment |
| Comriq professional fee | Fixed fee within 1 business day |
These are the authority’s published lines. Which of them apply depends on your filing — a schedule by headcount, capital or entity type is one line, not all of them — and the applicable line is confirmed before payment, at cost.
How it runs
You will see these exact stages update in your client portal as we progress.
Licensed Registered Agent Engaged
A BVI-licensed registered agent (Company Management Act or Banks and Trust Companies Act licensee) is engaged and KYC/CDD is completed. The agent becomes the registered office and the incorporator.
Company Name Checked
The registered agent confirms the name is available and compliant — it must end with Limited, Corporation, Incorporated, Ltd, Corp, Inc or S.A. An optional formal 90-day reservation costs US$50.
Memorandum & Articles Filed via VIRRGIN
The registered agent files the memorandum and articles, signed by the agent as incorporator, with the Registry of Corporate Affairs through VIRRGIN and pays the s.7(1) incorporation fee.
Certificate of Incorporation Issued
The Registrar registers the documents, allots a company number and issues the certificate of incorporation, which is conclusive evidence of incorporation (s.7).
First Directors Appointed & Register Filed
The registered agent appoints the first director(s) — within six months under s.113(1), in practice at incorporation — and files the register of directors with the Registrar within 21 days (s.118B), US$50.
Beneficial Ownership Filed
The registered agent files the company's beneficial-ownership information to the BO register via VIRRGIN; a US$125 filing fee applies to new incorporations.
Indicative guidance — confirmed before payment
Requirements and statutory fees are set by Registry of Corporate Affairs (VIRRGIN electronic system); regulator: BVI Financial Services Commission (FSC) — filed by a licensed BVI registered agent and change without notice. This page is general information, not legal or tax advice. Your engagement letter and quote are the binding documents.