Open a Company in the British Virgin Islands: Step by Step

To open a company in the British Virgin Islands, the application is filed by a licensed registered agent, with a memorandum and articles of association. The Registry issues the certificate of incorporation, but the company must have at least one director, keep its records and pay the annual fee.

For Brazilians, profit taxation and the declaration to the Central Bank apply as well.

Who can file the application to open a company in the BVI?

Only the registered agent can file the application. The BVI Business Companies Act says that the application for incorporation can only be made by the proposed registered agent, and the Registry does not accept an application from anyone else (art. 6, item 2). That is why, in practice, you do not open the company yourself: you hire an agent.

That agent must be licensed. The law prohibits anyone from acting as a registered agent without a license under the Company Management Act or the Banks and Trust Companies Act (art. 91, item 3). The company must have a registered agent in the islands throughout its existence (art. 91, item 1). Operating without an agent is an offense, with a fine of 10 thousand dollars (art. 91, item 6).

This also means the application does not require the shareholder to travel to the islands. The legal requirement is that the agent makes the filing. Agents and banks have their own identification rules, which you should confirm before hiring.

What documents does the BVI require to register the company?

The application carries the memorandum, the articles and the agent's consent. Art. 6 lists the memorandum signed by the agent as incorporator, the articles (except for an unlimited company without shares) and the document in which the agent consents to act. If everything is in order, the Registry registers the documents, assigns a number to the company and issues the certificate of incorporation (art. 7, item 1).

The certificate is conclusive proof that the law has been complied with and that the company was incorporated on the date stated in it (art. 7, item 2).

The memorandum must state (art. 9):

• •the name of the company;
• •the type: limited by shares, limited by guarantee or unlimited;
• •the address of the first registered office;
• •the name of the first registered agent;
• •for companies with shares, the maximum number of shares and the classes, with the rights of each;
• •whether or not the company may issue bearer shares, convert registered shares into bearer shares or exchange them.

The name of a limited company must end with "Limited", "Corporation" or "Incorporated", or with the abbreviations "Ltd", "Corp" or "Inc" (art. 17, item 1).

How do you open a company in the British Virgin Islands, step by step?

Follow this order. Steps 2 to 5 depend on the agent you hire.

1. •Define the activity and the structure. What the company will do decides whether there is an economic substance requirement, whether the bank accepts the activity and how Brazil taxes the result.
2. •Choose the licensed registered agent. Ask for proof of the license and the list of identification documents the agent requires.
3. •Choose the name. It must end with one of the suffixes in art. 17.
4. •Define the share structure. The maximum number of shares, classes and rights go into the memorandum.
5. •Sign the documentation. The agent files the memorandum, articles and consent.
6. •Receive the certificate of incorporation. From that point, the company exists on the date indicated.
7. •Appoint the directors and organize the records. See the following sections.
8. •Open the bank account and comply with the filings in Brazil. Each bank has its own policy.

To compare the BVI with other structures before deciding, read Offshore in the BVI for Brazilians and see the BVI jurisdiction page.

How many directors does the company need and who can be a director?

The company must always have one or more directors (art. 109, item 4). The only exception is the interval between incorporation and the appointment of the first directors. That appointment falls to the first registered agent, within six months of incorporation (art. 113, item 1).

Who cannot be a director, under art. 111: anyone under 18, an undischarged bankrupt, a person disqualified or restricted under the Insolvency Act, and anyone the memorandum or articles disqualify. The written consent of the person appointed is also required (art. 112).

The directors manage the business and have all the powers necessary for that, subject to limits in the memorandum or the articles (art. 109, items 1 to 3).

What must the company maintain after it is opened?

After opening, the company must keep a registered agent, up-to-date records and fees paid. Failing to do so can lead to fines and to being struck off the Registry.

• •Documents at the agent's office: the memorandum and articles, the register of members and of directors (or copies) and copies of documents filed in the previous 10 years (art. 96, item 1). Changes to the register must be notified to the agent within 15 days (art. 96, item 2).
• •Minutes and resolutions: of shareholders and of directors, at the agent's office or at another place notified to the agent (art. 97).
• •Annual fee: there is an annual fee and a penalty for late payment (Schedule 1 of the Act, "Fees and Penalties").
• •Striking off the Registry: the Registrar may strike off a company that has no agent, that does not file a required document or that does not pay the annual fee or the penalty on time (art. 213, item 1).

The text checked here is the revised edition with the law in force on January 1, 2020. The 2022 Amendment (Act No. 6 of 2022) changed, among others, arts. 41 and 118, which deal with the registers of members and of directors, and art. 213. Confirm the current text and the fee amounts with the agent, since the law sets them in a schedule and they may change.

Does the BVI require economic substance?

It depends on the activity. The Economic Substance Act requires a company that carries out a "relevant activity" to meet the substance requirements (art. 5). The relevant activities, under art. 6, are:

• •banking;
• •insurance;
• •fund management;
• •financing and leasing;
• •headquarters;
• •shipping;
• •holding;
• •intellectual property;
• •distribution and service center.

To comply, the activity must be directed and managed in the islands, with an adequate number of qualified employees present, adequate expenditure, appropriate physical premises and income-generating activity carried out in the BVI (art. 8, item 1). A holding company that only holds equity participations and receives dividends and capital gains has its own rule: it is enough to meet the obligations of the Business Companies Act and to have, in the islands, employees and premises adequate for holding (art. 8, item 2).

The fine for non-compliance has a minimum of 5 thousand dollars and a maximum of 20 thousand, and 50 thousand for a high-risk intellectual property entity (art. 12). The edition read is from 2020; check for amendments on the website of the BVI tax authority (BVI ITA).

How does Brazil treat a BVI company controlled by a Brazilian?

The profit of the BVI controlled company goes into the resident Brazilian's tax return, and the holding may trigger the CBE. Law No. 14,754/2023 (Lei 14.754/2023) requires profits and dividends of controlled entities abroad to be declared separately, in the DAA (annual adjustment return), at a rate of 15% in the annual adjustment (art. 2, § 1).

The controlled company's profit is taxed on December 31 of each year when it is in a favored-taxation country or earns its own active income below 60% of total income (art. 5, § 5). RFB Normative Instruction 1,037/2010 (IN RFB 1.037/2010) includes the British Virgin Islands among the favored-taxation countries (art. 1, item LXV).

Art. 5, § 1, defines a controlled company by the power to elect or remove the majority of the managers or by ownership of more than 50% of the capital or of the rights to profits, directly or through related persons.

As for the Central Bank, the annual CBE (Brazilian Capital Abroad report) declaration is mandatory when Brazilian capital abroad, on December 31, totals US$1 million or more (BCB Resolution 279/2022, art. 10). For the full reasoning, read International family holding: taxation in Brazil and the CBE and Holding or Offshore: which to choose in 2026.

When should you compare the BVI with Delaware or Dubai?

Always compare when the decision depends on where the clients are, which bank accepts the activity and how much structure you want to maintain. Each jurisdiction has its own rules on incorporation, substance and reporting. See the pages for Delaware (USA) and Dubai (UAE), and the corporate structures service. For the bank account, see offshore banking.