Creating substance for BVI companies. Service offer

There are the following legal reasons for doing business in the BVI and for creating substance:

1. incorporating a company in the BVI, with obtaining permission to carry on business there;
2. relocating a foreign company from another jurisdiction to continue in the BVI, with obtaining the relevant permission;
3. incorporating an overseas company in the BVI as foreign company (similar to registering a company’s branch) – subject to approval by the BVI Registrar of Corporate Affairs.

No BVI licence is required if the business is limited to:

• being party to legal proceedings or dispute;
• holding a directors’ or members’ meeting or carrying on any other activity concerning the company’s internal affairs;
• having a bank account in the BVI;
• selling a property through an independent contractor;
• soliciting or procuring orders that become binding contracts, provided that orders are accepted outside the BVI;
• securing or collecting debts;
• creating evidence of a debt, or creating a charge on property;
• conducting an isolated transaction that is completed within a period of 31 days (not being one of a number of similar transactions repeated from time to time);
• making investments or holding property.

Under Business, Professions and Trade Licences Act 1989 any individuals and legal entities must first obtain a trade licence to carry on business in the BVI BEFORE they create substance in the BVI.

In the case of purchasing land in the BVI, it is necessary to further obtain a Non-Belonger Land Holding Licence.

A Trade Licence Application Form is submitted to the Trade and Investment Promotion Department.

The application for a licence requires the following information and documents for the company:

• detailed business description;
• Certificate of Incorporation;
• Memorandum and Articles of Association;
• Structure Chart;
• Register of Directors;
• for each director: 2х2 photo, character reference, business reference, bank reference / statement confirming that one has held a bank account for at least three years, police clearance letter from each jurisdiction where the director has resided for more than 12 months, copy of the passport’s photo-page, CV stating his / her qualifications, education and experience;
• for BVI-owned companies – documentation to prove that at least 60% of the shareholders and at least 60% of the directors are Belongers[1].

Dedicated phone line service includes:

• setting up a phone line with a dedicated phone number;
• annual maintenance;
• charged separately: per-minute phone billing, call forwarding from the BVI to other jurisdictions (per-minute charge based on the provider’s monthly bills, in excess of the included limit).

Creating substance in the BVI implies hiring staff.

Companies must comply with the BVI Labour Code.

Any foreign staff require a BVI work permit to be employed.

The local norms give preference to local workforce.

A company (employer) must give each employee the detailed information in writing about:

• duties & responsibilities;
• working hours and rest periods;
• initial salary;
• employment period;
• probationary period (if available);
• vacation benefits, sickness benefits.

The BVI has a payroll tax payable at the following rates:

• by the employee – up to 8%;
• by the employer – up to 6%.

The first USD 10 000 is exempt from payroll tax.

The employer is obliged to register with the BVI Social Security Board each employee aged from 15 to 65, whether local or expatriate. For each employee, it is necessary to obtain a BVI Social Security Card.

[1] A Belonger is a person born or otherwise naturalised in the BVI. The definition of Belonger is given in section 2(2) of The Virgin Islands Constitution Order 2007.

[2] The fees are valid as of November 2024.

[3] The fee depends on the type and mode of business, company/group structure, number of employees and other parameters of the project.

[4] It depends on the type of business. For example, the annual fee for law and accounting firms is USD 600.