Incorporation of a BVI company: private company limited by shares with a Virtual Assets Services Provider (VASP) Licence. Service offer

Steps to be taken for registration of a British Virgin Islands (BVI) company:

1) Determination of basic company details:

• company name to be checked for uniqueness (2-3 options in order of priority):
  • must not be identical or similar to the name of an existing company;
  • must not indicate His Majesty the King of the United Kingdom or a member of the Royal Family, or a connection with His Majesty's Government or a department thereof, or other municipal or local authorities;
  • if the company does not have an appropriate licence, its name must not include the following words, their derivatives or foreign language equivalents: arbitrage, assurance, banc, bancorp, bank, banque, bourse, broker, building society, bureau, casino, change, chartered, co-operative, credit, currency, exchange, fiduciary, fund, imperial, insurance, life, loan, lottery, municipal, mutual, mutual fund, provident, reinsurance, risk, royal, saving(s), trust, trustee company, university;
  • must include an indication of the legal form of the company; for a limited liability company, the words Limited, Corporation, Incorporation or Incorporated, Societe Anonyme, Sociedad Anonima, Gesellschaft mit beschrankter Haftung or the abbreviations Corp., Ltd., Inc., S.A. or GmbH may be used;
• company structure (directors, shareholder and beneficiary);
• amount of the authorized capital and distribution of shares between the members;
• the company's activities and the regions in which it operates.

2) Sending the documents and information pertaining to the directors / shareholders / attorneys:

• documents confirming the identity of the director, shareholder and beneficiary of the future company;
• documents confirming the place of residence of the director, shareholder and beneficiary of the future company;
• information on the source of funds of the beneficiary of the future company;
• information on employment of the director, shareholder and beneficiary of the future company; if applicable, also the name of the employer and the position.

3) Payment for company registration services.

4) Company Registration.

Procedure of registration of a company takes 2 working days from the moment of submission of all necessary information and documents specified in cl. 1 and 2.

5) Signing of the company's incorporation documents, as well as KYC forms of the company's registered agent.

6) Receipt of apostilled constituent documents of the company.

Following the registration of a BVI company, an apostilled set of the company's constituent documents will be prepared.

The BVI regulator allows the activities of companies related to cryptocurrencies. Many of these activities can be conducted by the company without obtaining additional permits, but in some cases a special licence will be required.

The activities of licensed virtual assets service providers are regulated by the Virtual Assets Service Providers Act, 2022. Pursuant to that Act, a virtual asset is a digital expression of value that may be sold or transferred digitally and may be used for payment or investment purposes.

A Vitrual Asset Service Provider (VASP) is a company that provides services concerning the virtual assets described above as a business. The Act requires a VASP to be licensed to conduct the following activities with virtual assets:

• exchange between virtual assets and fiat currencies;
• exchange between one or more forms of virtual assets;
• transfer of virtual assets, where the transfer relates to conducting a transaction on behalf of another person that moves a virtual asset from one virtual asset address or account to another;
• safekeeping or administration of virtual assets or instruments enabling control over virtual assets;
• participation in, and provision of, financial services related to an issuer’s offer or sale of virtual assets.

Depending on the activities, the Regulator issues 3 types of licences for VASPs:

1. for the provision of crypto-wallet hosting, custody or control of virtual assets, wallet or private key;
2. for the provision of services of exchange of virtual assets for fiat currencies and other cryptocurrency assets;
3. for the provision of all other services mentioned above.

If the company's activities fall under the said descriptions, the company will need to obtain a VASP licence to conduct them. The procedure for obtaining a licence is as follows:

0. Obtaining a legal opinion from BVI lawyers on the need for the company to obtain a licence.

Before starting work on obtaining a VASP licence, it is necessary to obtain a legal opinion, which will allow to determine exactly what type (or types) of VASP licence the company's activities fall under, as well as to prepare the necessary materials for further application.

1. Appointment of necessary officers in the company.

2. Submission of an application for a VASP licence.

The application may be submitted either by the lawyers who will be preparing the legal opinion at stage 0 or by the future authorized representative of the company.

The application consists of a set of signed forms, company policies (concerning risk management, AML/FT, data protection and cybersecurity, client funds and related party transactions), a business plan, and a set of documents on the company, its officers and planned activities.

3. Obtaining a licence.

The Regulator's review of the licence application may take 6-8 months.

The Regulator charges a fee for review of the licence application, the amount of which depends on the type of licence for which the company is applying:

You may see the current list of VASP licences issued and authorized representatives of such VASPs at the Regulator's web-site.

The requirements for the company structure, its officers and the amount of the authorized capital will largely depend on the type of VASP licence applied for and the company's activity. The requirements for each specific company are set individually by the Regulator. However, in general terms they can be formulated as follows.

Only an individual may act as a director.

The minimum number of directors is 2.

There are no general requirements for citizenship and residency of directors. However, at least one director must always be a resident of the BVI.

All directors must be approved by the Regulator prior to their appointment. All directors must be fit and proper to hold their position.

A shareholder may be either an individual or a legal entity.

The ultimate beneficiary may only be an individual.

There are no citizenship and residency requirements for shareholders and beneficiaries.

The minimum number of shareholders and beneficiaries is 1.

Shareholders and beneficiaries must be fit and proper for conducting VASP business.

Change of the company’s beneficiary must be pre-approved by the Regulator.

There are no specific requirements for the authorized capital of a company. However, the Regulator will require that the company's capital is adequate to the nature, scope and complexity of the VASP's activities. The Regulator will primarily analyze the following indicators of the applicant:

• Anticipated monthly transaction volumes;
• The ability of the service's clients to use leverage;
• The company's custody of client assets;
• Liquidity of the company's assets;
• Technological risk inherent in the company's operations.

As a reference point for the amount of authorized capital and working capital reserve the Regulator will most likely rely on similar requirements for securities brokers and stock exchanges (with similar activity of VASP).

Like all licensed financial service providers in the BVI, VASPs are required to have a compliance officer.

The compliance officer must be a resident of the BVI.

When applying for a VASP licence, the applicant must provide the Regulator with the details of an independent auditor. This should be a person with appropriate qualifications and experience in dealing with virtual assets.

The auditor must be licensed in the BVI and approved by the Regulator.

Like all BVI companies, VASPs are required to have a regular registered agent. There are no special requirements for the registered agent of a VASP company.

In addition to a registered agent, all VASPs shall, at all times, also have an authorized representative – a company that has a licence for the purposes of the VASP Act.

The authorized representative shall act as the main link between the company and the Regulator.

BVI companies are required to pay annual government fees to keep the company in good standing, as well as to pay for the registered agent’s services (and registered office) for the following year. The annual renewal date is:

• 31st of May - for companies incorporated in the first half of the year;
• 30th of November - for companies registered in the second half of the year.

Companies are also required to file an annual report on their compliance with the BVI economic substance laws. Under the Economic Substance (Companies and Limited Partnerships) Act, 2017, companies carrying on the following types of business are required to have economic substance in the BVI (office, employees and expenses adequate to the company's business):

• holding activities;
• distribution and service activities;
• banking;
• insurance;
• fund management;
• finance and leasing;
• activities as a parent company of a group of companies;
• shipping activity;
• intellectual property ownership.

Specific economic substance requirements will vary depending on the type of activity listed above, but all companies are required to file an annual report within 6 months of the end of the reporting period (companies generally set the 29th of June as the period end date).

Each year all BVI companies shall prepare and submit an annual financial report to their registered agent. Companies holding a VASP licence shall prepare annual financial statements (in accordance with IFRS standards) and have them audited. The company is obliged to prepare and submit the financial statements to the Regulator within 6 months after the end of the financial year (the company may apply to the Regulator for extension of the period of preparation and submission of the financial statements for up to another 6 months).

From time to time, the Regulator may send written requests to a VASP company for information about one or another aspect of the company's activities. In such a case, the company will be obliged to provide the Regulator with a timely response.

Incorporation

Further annual renewal (starting from the second year)

Obtaining a VASP licence

Additional services

Compliance fee

[1] The cost of services is valid as of February 2025.

[2] To prepare a tax certificate, it is also necessary to order an original Certificate of Good Standing (without apostille).

[3] With provision of a postal address in Hong Kong.