Offshore Company in the British Virgin Islands (BVI)

Is the BVI an offshore jurisdiction?

In everyday speech the islands are called a classic offshore jurisdiction: a BC usually does business outside the territory and serves as a holding or investment vehicle. It still carries ongoing obligations: a registered agent, beneficial ownership information in the register and an annual financial return.

The British Virgin Islands are not on the EU list of non-cooperative jurisdictions of October 9, 2026. In Annex II to those conclusions, the Council of the EU recorded the islands’ commitment to request and receive, by February 15, 2027, a supplementary review by the Global Forum on Transparency and Exchange of Information for Tax Purposes on exchange of information on request, with the aim of raising their rating to at least “largely compliant”.

The BVI and the United Kingdom are separate jurisdictions with their own registers and taxes. If you need a British company, see our page on UK Ltd company formation.

Key facts about a BVI offshore company

Who the British Virgin Islands suit

• A holding company for stakes in operating companies in different countries.
• A joint venture of several partners under a shareholders’ agreement.
• A separate legal entity for a single deal or asset (SPV).
• Holding an investment portfolio when the bank or broker already works with BCs.

For retail, card-paid subscriptions or an agency whose clients are all in one country, this structure tends to raise more questions from banks and payment providers. In those cases we compare the islands with operating jurisdictions: Hong Kong, Singapore or the UK. The full comparison table is in the “offshore jurisdictions” section.

The BC, the registered agent and the registry

The standard vehicle is a BC under the BVI Business Companies Act (the BC Act). Only a registered agent can file the application for incorporation with the Registry of Corporate Affairs, and that agent becomes the company’s first registered agent. It is always a firm licensed by the BVI Financial Services Commission (BVI FSC, or the FSC). Correspondence from the registry also goes through the agent.

Since January 2, 2025, every BC has filed beneficial ownership information with the Registry of Corporate Affairs through the VIRRGIN system, under the BVI Business Companies and Limited Partnerships (Beneficial Ownership) Regulations 2024. The registers of directors and members are filed through VIRRGIN as well.

Who can see beneficial ownership information

The legitimate interest access amendments came into force on July 1, 2025, and after a nine-month transition period the BVI beneficial ownership register opened to such persons on April 1, 2026. The information disclosed covers owners with a stake of 25% or more. The 2025 amendments to the Beneficial Ownership Regulations 2024 extend legitimate interest to people who investigate or prevent money laundering, terrorist financing and proliferation financing; to anyone requesting information about a company linked to a person convicted of or charged with such offences; and to banks and other “obliged entities” carrying out customer due diligence. The request goes to the Registrar in writing, with the applicant’s identity document and the purpose for which the information will be used. An inspection or extract for one company costs $75.

When the request comes from a private individual or an organisation that is not carrying out customer due diligence, the Registrar notifies the company. The company has 5 days to lodge an objection and a further 5 days to substantiate it; the applicant receives access within 12 business days. The owner can apply in advance for protection from disclosure, at a fee of $50 per company. For everyone else the register stays closed. How ownership is disclosed in other countries is covered in our guide to beneficial owners and UBO registers.

Documents and KYC for incorporation

The agent checks the whole ownership chain up to the individuals at the top. For a BVI offshore company, the package usually includes:

• a passport and proof of address for each beneficial owner, director and shareholder;
• an ownership chart and constitutional documents if a shareholder is a legal entity;
• a description of the business, the countries of counterparties and the expected payments;
• evidence of the source of funds and the origin of capital.

The exact list and the format of certification and translation are set by the agent. We assemble the package before filing so that the agent, and later the bank, see the same picture. The full list of documents for checking a company and its owners is in our guide to KYC and KYB documents.

Corporate records kept by the agent

Once incorporated, a BC has a standing set of records. Under section 96 of the BC Act, the registered agent’s office keeps the memorandum and articles, the register of members and the register of directors or copies of them, and copies of all documents filed with the registry over the last 10 years. If the original registers are kept elsewhere, the company notifies the agent in writing of every change within 15 days and gives the address where the originals are held.

Under section 98 of the Act, accounting records and underlying documents are kept at the agent’s office or at another place chosen by the directors for at least 5 years after the transaction is completed. They must explain all transactions and show the company’s financial position with reasonable accuracy at any time. Records the agent asks for are handed over without delay.

Where there are several owners, before incorporation we agree a shareholders’ agreement and resolutions on authority: who signs contracts, appoints the director, sells a stake, admits new investors and winds up the company.

Annual obligations and reporting

A BC files its annual financial return with its registered agent within 9 months after the end of its financial year. The requirement is in section 98A of the BC Act, and the form of the return is set by the Financial Return Order 2023. The agent keeps the return. If it is not filed on time, the agent reports this to the Registrar under section 98A(4) no later than 30 days after the deadline.

Exempt from the requirement are listed companies; entities supervised by a financial regulator and reporting to it; companies that file a tax return and financial statements with the local Inland Revenue; and companies in liquidation, if the liquidation began before the return was due.

On October 15, 2026, the FSC announced a new return form: the Amendment Order 2026 is expected at the end of October 2026 and will require more detail on assets, revenue and expenses. Returns for 2026 are filed on the new form, with filing opening in September 2027.

Besides the return, registry fees and agent services are paid every year, and any change of directors, members or beneficial owners is updated in VIRRGIN.

Annual registry fee and payment deadlines

The annual fee is paid through the agent. Under Schedule 1 of the BC Act the deadline depends on the date of incorporation: companies incorporated between January 1 and June 30 pay by May 31, and those incorporated between July 1 and December 31 pay by November 30, starting from the following year. The amount depends on how many shares the BC is authorised to issue: up to 50,000 or more. Paying within two months after the deadline adds a penalty of 10% of the fee; paying later adds 50%.

Separate registry items under Schedule 1 as amended in 2024: filing beneficial ownership information costs $125, changing it $75, the first filing of the register of members $50, and registering changes to it $75. If members or beneficial owners change during the year, these amounts go into the estimate together with agent services. What else annual upkeep includes is shown in our guide to annual offshore company maintenance.

Economic substance: when a BC needs a presence on the islands

The Economic Substance (Companies and Limited Partnerships) Act, 2018 requires a real presence in the BVI from companies carrying on one of nine categories of “relevant” activity: banking, insurance, fund management, finance and leasing, headquarters, shipping, holding business, intellectual property, and distribution and service centre business.

Under the Act, a company that is tax resident in another country is treated as non-resident and falls outside these requirements, provided that country is not in Annex I of the EU list of non-cooperative jurisdictions. A pure equity holding company, which only holds shares and receives dividends and capital gains, meets a reduced test: it complies with its obligations under the BC Act and has adequate staff and premises on the islands for holding the shares.

Once the same holding company starts lending to group companies, it is carrying on finance and leasing, and the full requirements apply: management, staff and expenditure on the islands. The economic substance return is filed through the agent with the islands’ tax authority (ITA) within six months after the end of the financial period. Examples and a step-by-step test are in our guide to economic substance for offshore companies.

A bank account for a BC

An account is opened by a bank or payment institution on the basis of its own risk assessment, and incorporation does not guarantee one. For a holding company with transparent assets, the bank asks about the origin of capital and the group structure; for a trader, about clients, contracts, goods and the payment route. We handle bank preparation as a separate service: a bank account for an offshore company.

The FATF grey list and a BC’s bank account

In June 2025 the British Virgin Islands made a high-level political commitment to work with the FATF and the CFATF to address deficiencies in their anti-money laundering regime and were added to the list of jurisdictions under increased monitoring. They remain on it in the version of June 19, 2026. The islands’ action plan covers risk-based supervision of trust and company service providers (TCSPs), investment businesses and virtual asset service providers, as well as accurate and up-to-date beneficial ownership information for the authorities.

Banks and payment providers factor this status into their customer risk assessment. For a BC owner it means more questions about the group structure, the source of funds and the real counterparties, so we prepare a fuller document package for the account than for a company from a jurisdiction that is not on the list. We check the status on the date the documents are submitted, since the FATF updates the list after each plenary meeting.

BVI taxes: what the company itself pays

According to the FSC, the British Virgin Islands levy no corporate income tax and no capital gains tax. The legal basis is section 242 of the BC Act: the company itself is exempt from the Income Tax Ordinance, as are the dividends, interest, royalties and other amounts it pays, and capital gains on its shares and debt obligations. There is also no inheritance or gift tax on BC shares.

Instruments transferring the company’s property and dealings in its shares are exempt from stamp duty. The exception is transactions in land on the islands themselves and in shares of a company that owns such land. With a zero rate on the islands, the tax question moves to the owner’s country and to the countries where the income comes from.

The BC owner’s taxes: CFC rules and place of management

We look at the tax burden across the whole chain: the BC itself, the countries where the income arises and the owner’s country of tax residency. Many countries apply controlled foreign company (CFC) rules, under which the offshore company’s profit may be taxed in the owner’s hands even if no dividends were paid. The OECD set out general approaches to such rules in its BEPS Action 3 report. The calculation for your country is done by a tax advisor, and we prepare the structure so that it is easy to present to the advisor and the bank.

We also check where decisions are actually made. If the owner runs the structure alone from their home country, that country’s tax authority may apply its rules on tax residency by place of management or on permanent establishment. For a holding company with subsidiaries, the calculation also includes withholding taxes on dividends and interest in the countries where they operate.

The British Virgin Islands are on the list of states (territories) approved by Ukraine’s Cabinet of Ministers for transfer pricing: Resolution No. 1045 of December 27, 2017, with the annex as amended by Resolution No. 1505 of December 27, 2024. For a Ukrainian company, transactions with a company registered in the BVI are controlled transactions under Article 39 of the Tax Code of Ukraine when the Ukrainian company’s annual income exceeds UAH 150 million and the volume of transactions with that counterparty exceeds UAH 10 million a year. If a Ukrainian resident owns the company and it qualifies as their CFC (Article 39-2 of the same code), its transactions with non-residents from this list are disclosed in the CFC report, and the related income and expenses are measured at arm’s length when the adjusted profit is calculated.

Two-year budget for a BVI offshore company

We build the estimate for 24 months and break it into lines: Registry of Corporate Affairs fees for incorporation and annual renewal, registered agent and office services, certification and translation of documents, preparation of the annual financial return, VIRRGIN updates when members or beneficial owners change, and bank preparation. Voluntary liquidation appears as a separate line in case the project does not go ahead. This shows what the second year costs, and quotes from different providers can be compared on the same scope of work.

For a calculation, send us the group chart, the owners’ country of tax residency and the expected payments in your request.

Buying a BVI offshore company: new or shelf

BVI company formation goes through an agent after KYC checks. If you need the structure sooner, we look at shelf offshore companies: a BC incorporated in advance that has never traded. Before the purchase we request its documents, registers and status. Either way, the bank checks the new owner.

Timelines depend on document checks, the choice of name and how quickly the parties respond. In our experience, collecting the KYC package takes the longest, so we give a schedule once we have reviewed the task. Comparisons with neighboring jurisdictions: with Belize, with Seychelles and with the Cayman Islands.

Frequently asked questions