Corporate Structures

BVI Business Companies (BVIBC) are formed under the BVI Business Companies Act, 2004. There are 5 types of companies that may be formed:

• a company limited by shares;
• a company limited by guarantee that is not authorised to issue shares;
• a company limited by guarantee that is authorised to issue shares;
• an unlimited company that is not authorised to issue shares;
• an unlimited company that is authorised to issue shares.

BVIBCs have full capacity to carry on or undertake any business activity and may enter into any type of transaction. BVIBCs are also empowered to issue and hold shares, including treasury shares and conduct financial transactions. It is also acceptable for a foreign company to carry on business in the VI through the process of registration. In the Virgin Islands there is no distinction between a company established to operate in or from within the Territory.

A BVIBC must maintain a registered office and registered agent within the VI at all times. It is also required to maintain at the office of its registered agent, the memorandum and articles of the company, the register of members, the register of directors and copies of all notices and documents filed by the company. The company itself is required to keep records of its transactions, and of its financial position.

Limited partnerships may be formed under the Limited Partnership Act, 2017. A limited partnership is required to have a written limited partnership agreement that provides for the rights and obligations of the partners. The agreement may also provide for the affairs of the limited partnership and the conduct of its business and activities

1. For a limited partnership to be registered, an application shall be made to the Registrar and should include:
   • a statement specifying the name of the limited partnership
   • the name and address of the RA
   • the address of the registered office within the Territory
   • the name and address of each general partner
   • the term for which the limited partnership is entered, or if for an unlimited duration, a statement to that effect
2. A declaration stating that the LP does not have legal personality if this is the case.
3. A document signed by the proposed registered agent signifying his of her consent to act as registered agent.

A limited partnership must always maintain a registered office and registered agent within the VI. General partners are required to maintain at the registered office, a register of general partners and a register of limited partners, or a record of the address of where such registers are maintained. Each register is required to include:

• the name and address of each general and limited partner;
• the date on which a person became a general or limited partner;
• the date a person ceased to be a general or limited partner;
• the particulars of the general or limited partnership interest, if any.

The limited partnership is also required to keep financial records and any other underlying documentation of the limited partnership.

These structures cater to small businesses, particularly start-ups that may find the requirements of incorporation under the BVIBCA overly onerous and cost-prohibitive. An MBC has the ability to fully engage in any type of transaction, however, this is limited to transactions connected with the MBC’s specified business purpose. There is also a restriction on the size of the MBC relative to the number of employees and its gross asset value, and annual turnover.

The charter of an MBC must include the name and nationality of the principal and any participants.

An MBC can have its primary place of business in, and conduct business from, any jurisdiction outside of the Territory. The number of shares issuable are limited to the principal and a maximum of five (5) participants who may hold one (1) share each, and which may only be issued in registered form. Shareholders are restricted to natural individual shareholders.

An MBC has an obligation to keep and maintain records and underlying documentation of the company at either its registered office in the Territory, or at its operational address being its primary place of business.

MBCs may not carry on any regulated financial service business.

All legal persons incorporated in the Virgin Islands are also obliged to maintain basic ownership information and information about their purpose. This information must be maintained by the registered agent who is responsible for maintaining a record of the beneficial ownership of the legal person and for providing it to the authorities.

NOTE: The MBC Act is currently suspended until further notice.

The most common type of trust formed is the Express Trust. General requirements for trusts are detailed in the Trustee Ordinance (Cap. 303), which provides for the duties and powers of trustees. Trusts themselves are not required to be registered.