Establishing a BVI trust. Service offer

1. A BVI company is registered, which will later become operational
2. A person who owns the assets (money, securities) becomes the shareholder of the BVI company and makes an in-kind payment for the shares with these assets
3. The shareholder establishes a trust and transfers the BVI company shares to the trustee (the trustee becomes the sole shareholder of the BVI company)
4. The BVI company conducts investment / trading / holding activities, the company is managed by the director, the trustee holds the BVI company shares and distributes income from the shares to the beneficiaries specified in the trust deed.

It is mostly shares that are placed in trust, but the operating principle of a classical trust “works” for other kinds of property too, with a few exceptions. Therefore, it is necessary to consider the basic rules set out by the BVI trust law.

According to the BVI Trustees Act, 2003 a BVI trust has the following characteristics:

• the assets constitute a separate fund and are not part of the trustee’s own estate;
• title to the trust assets stands in the name of the trustee or in the name of another person on behalf of the trustee; and
• the trustee has the power and the duty in respect of which he is accountable to manage, employ or dispose of the assets in accordance with the terms of the trust and the special duties imposed on him by law.

However, the beneficiaries have no legal title to such assets while the trust exists and cannot manage the assets.

In order to balance the interests of the beneficiaries which are not always confined to getting a quick gain from the sale of asset, and the powers of the trustee, it is possible to introduce a protector in the trust.

The protector is normally appointed by the settlor and his main function is to ensure that the trustee’s actions serve the interests of the beneficiaries and the purpose of the trust as designated by the settlor (for example, to protect certain property for his children).

To perform these functions, the protector is given certain powers, for example to remove the trustee and appoint a successor.

In addition, the terms of the trust may require the trustee to obtain prior consent of the protector for making certain transactions – for example, selling shares of individual companies or real estate.

If the intention is to place in trust shares of a group of companies, then you may want to consider special VISTA trusts as an alternative to classic trusts. VISTA trusts are regulated by the Virgin Islands Special Trusts Act. There is only one type of assets that can be transferred to a VISTA trust and this is shares in a BVI company. The main job of the trustee in such trust is to hold the asset and save the shares for the beneficiaries, therefore the powers of the trustee are significantly limited, in particular he cannot:

• give instructions to the director of the BVI company as to the payment or non-payment of dividends;
• appoint / remove the director of the BVI company;
• sell or otherwise dispose of the shares.

In addition, the trustee is not obliged to interfere in the management of the company in any other way – the management powers remains with the director. Thus, the settlor and the beneficiaries bear no risk of having the asset sold or losing control over the group of companies.

*The fees are valid as of September 2025.