Setting up a Holding Company in BVI

Straightforward and Efficient Incorporation Process

Upon submission of the requisite client due diligence (CDD) information for the proposed company, incorporation of a new BVI company can be swiftly processed, often within the same or following business day.

Flexible Corporate Structure

BVI law imposes no restrictions on the objectives of a BVI company, which can either be unrestricted or specified within the memorandum of association for restricted-purpose entities. The BVI Business Companies Act affords significant flexibility in structuring BVI companies concerning capitalization, management roles, and levels of shareholder engagement.

Directors of BVI companies enjoy broad discretion and managerial authority to oversee the company’s operations, subject to their fiduciary obligations to the company and its shareholders, as well as the provisions outlined in the memorandum and articles of association.

Under the BVI Business Companies Act, the concept of “share capital” is not mandated by BVI law. Companies are simply authorized to issue shares up to the maximum number specified in their memorandum of association (which may be unlimited), with or without par value. Consequently, distributions, contributions, and capital reorganizations can be executed straightforwardly, provided the necessary solvency criteria are met, without the necessity of adhering to capital maintenance requirements.

BVI companies are not subject to restrictions on financial assistance or limitations on guarantees, possessing clear statutory authority and capacity to grant guarantees regardless of corporate benefit. Additionally, a BVI company’s memorandum and articles may authorize directors, particularly in the case of wholly owned subsidiaries, to act in the best interests of the parent company, even if such actions may not align with the best interests of the BVI company itself. However, it is advisable for guarantees to be endorsed by shareholder resolution, especially in cases where guarantees favor a parent company and if the aforementioned provisions are absent from the guarantor company’s memorandum and articles.

Cost-Effectiveness and Streamlined
Administrative Processes

BVI companies offer cost-effective and efficient solutions, notably:

Low Annual Maintenance Costs: BVI companies incur minimal annual maintenance expenses, with government fees for companies authorized to issue up to 50,000 shares amounting to only US$550 per year.

Simplified Financial Reporting: For BVI companies not specifically regulated by the BVI Financial Services Commission, there exists no obligation to engage auditors or accountants. Financial reporting obligations are limited to filing a straightforward annual return (essentially comprising a profit and loss statement and balance sheet) with the company’s registered agent, thereby minimizing administrative burdens.

Ease of Document Execution: Subject to provisions outlined in their memorandum and articles of association, BVI companies can execute documents through the signature of a single director, eliminating the need for seals, apostilles, or other time-consuming execution requirements. BVI law permits the utilization of electronic signatures such as DocuSign for all documents excluding deeds, wills, or other testamentary dispositions, and pre-signed signature pages are explicitly allowed under the BVI Business Companies Act.

Tax-Neutral Environment

The British Virgin Islands (BVI) functions as a “tax-neutral” jurisdiction, meaning that BVI companies are not subject to income tax, value-added tax (VAT), or any other form of taxation imposed by withholding or otherwise. Additionally, BVI companies are exempt from stamp duty within the BVI, and no registration, documentary, recording, transfer, or similar taxes, fees, or charges are levied in connection with the execution, delivery, filing, registration, or performance of transaction documents, apart from filing fees associated with the public registration of security interests.

Banking Arrangements and Exchange Controls

BVI companies are not mandated to maintain their bank accounts within the BVI, affording them the flexibility to open accounts in jurisdictions aligning with their proposed investments, business activities, or existing banking relationships. The official currency in the BVI is the US Dollar, and there are no exchange control regulations under British Virgin Islands law.

Privacy Safeguards

BVI companies are mandated to retain a registered agent within the BVI continuously. This agent is required to maintain or hold copies of the company’s register of members, register of directors, and register of charges. Although the registered agent is obligated to maintain and provide updated information regarding the company’s beneficial ownership to regulators via the Beneficial Ownership Secure Search (BOSS) System, details pertaining to a BVI company’s shareholders and beneficial owners are not publicly accessible.

While the names of current directors of a BVI company can be obtained through a search with the Registry of Corporate Affairs, additional details such as addresses, dates of birth, and information regarding historical directors are not publicly disclosed. Moreover, BVI companies have the option to appoint corporate directors.

Although BVI companies are required to prepare annual returns and furnish them to their registered agent, failure to comply with this requirement will result in the company falling out of good standing. However, these annual returns are not submitted to any regulatory body or government agency and remain confidential, inaccessible to the public.

Why Choose Us?

A holding company in BVI can be a valuable tool for investors worldwide.

TBA & Associates has been one of the top international business consultants, helping clients establish their business entities worldwide. Whether onshore or offshore company incorporation, our business advisors are well-accomplished with the incorporation process.

Please talk to our professional experts if you want to start your offshore holding company in British Virgin Islands or any popular offshore jurisdictions. Contact us today, and we’d be glad to assist you.