Company registration in the BVI
We will settle the structure first, put a licensed registered agent in place as incorporator, and hand over the certificate with the fifteen-day and thirty-day filings already scheduled.
First directors
Первые директора
15 days after entry
15 дней после записи
Register of members
Реестр участников
Filed in 30 days
Подать за 30 дней
Late first filing
Просрочка подачи
$200 for month one
200 за первый месяц
No agent in place
Нет представителя
$10,000 fine
штраф 10 000
When you need company registration in the BVI
You expected to file this yourself
An application to incorporate may be filed only by the proposed registered agent, and the Registrar is barred from accepting one from anybody else.
The shareholders are still being agreed
A copy of the register of members is filed with the Registrar within 30 days of incorporation, so the ownership question is answered on a deadline.
Directors have not been chosen yet
The first registered agent appoints the first director or directors within 15 days after the date of incorporation. The clock starts at the certificate.
A nominee is going to hold shares
Where a member acts as a nominee shareholder, the company files the name and address of the nominator with the Registrar alongside its register.
You want the ownership kept private
The Registrar keeps the filed register closed except to the company, its agent, a competent authority and law enforcement, and the company may open it by choice.
What you get
- The certificate of incorporation, dated
- A memorandum and articles for your case
- A licensed agent named as incorporator
- The register of members, filed on time
- The fifteen-day and thirty-day deadlines
What is required to register a company in the BVI
A company here begins with a person, and that person is the registered agent. The application is signed and filed by them, the first directors are appointed by them, and a company without one is committing an offence. So the first question is the structure, and the application comes after it.
Everything else we handle in the British Virgin Islands is on the territory page; the same work in other places is indexed under company registration.
What the agent files for you
- A memorandum signed by the proposed registered agent as incorporator.
- Articles signed by the same agent, except for an unlimited company with no shares.
- A document in the approved form in which the agent consents to act as registered agent.
- The written approval of the Commission where the company is to be a segregated portfolio company.
- Anything else the regulations prescribe for the type of company chosen.
Who may hold the agent's seat
Only two kinds of licence open it: a licence under the Company Management Act, or a licence under the Banks and Trust Companies Act that authorises the provision of registered agent services. Acting without one is an offence carrying a fine of $10,000, and so is being a company that has no agent at all.
This is a requirement rather than a preference. Whether a particular agent will take on a particular project is settled before the structure is fixed.
What the Registrar does, and when
| Step | Deadline in the Act |
|---|---|
| Certificate of incorporation issued | on receipt of the filed documents |
| First directors appointed by the agent | 15 days after incorporation |
| Initial register of members filed | 30 days after incorporation |
| Any change in that register filed | 30 days from the change |
| Late filing of the initial register | $200 for the first month |
Three things the register of members decides
Who has to be named
The register holds the names and addresses of holders of registered shares, the class and series held by each, and the dates on which each member was entered and ceased to be one.
Who gets to see it
The Registrar keeps the filed copy closed to the public and releases it only to the company, its registered agent, a competent authority acting under an enactment, or a law enforcement agency.
What it costs to be late
Failure to file the initial register attracts $200 for the first month outstanding, $250 for each month after the first, and $300 for each month after the third.
Year one on the deadlines in the Act
- First directors in place within 15 days of the date on the certificate.
- The initial register of members with the Registrar within 30 days, and every change within 30 days of it.
- A registered agent held at all times, because losing one is itself an offence.
- The fees checked against the schedule in force on the day of filing, since it is amended by order.
Sources: only the agent may file — section 6 of the BVI Business Companies Act; the certificate — section 7; the agent and the $10,000 fine — section 91; first directors in 15 days, the register of members and the $200, $250 and $300 penalties — sections 41, 43A and 113 as substituted by the Amendment Act 2024; amendments to the schedules — the list of orders.
Stages of work
The structure, before the paperwork
We settle who will own the shares, who will sit as director and whether a nominee is involved: each answer has a filing attached within days of the certificate.
The registered agent
A licensed agent has to be in place as incorporator before anything can be filed, and their consent to act is one of the documents the Registrar expects to see.
The memorandum and the articles
Both are drafted for the case and signed by the agent as incorporator. The number of shares the company may issue is decided here, because the fee schedule turns on it.
The agent files, the Registrar answers
The agent files, and the Registrar registers the documents, allots a unique number and issues the certificate, which is conclusive evidence of the date of incorporation.
The first fifteen and thirty days
The agent appoints the first directors inside fifteen days. The initial register of members goes to the Registrar inside thirty, with the nominator named where a nominee holds shares.
The deadlines we hand over
Three of them repeat: any change in the register of members within thirty days, the agent held without a gap, and the fee schedule rechecked before each later filing.
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