Overview

The BVI Limited Company is a well known entity type that is used across the globe. Traditionally mostly used for holding purposes but actually has many different use cases.

The BVI limited Company is generally limited by shares and requires at least 1 director, 1 shareholder and a UBO.

Use Cases

The BVI Limited Company is arguably one of the most versatile entity types that Otonomos offers. The BVI Limited Company is suited for:

Holding Company

The BVI limited Company is traditionally a great entity for holding assets. These assets can be other companies but also crypto, real estate and other assets that you don't want to hold in personal name.

Prop Trading

Proprietary trading is another great use case for the BVI Limted Company. IF you are at the point of realizing big profits it is time to consider setting up a dedicated Prop Trading Entity. This means that your profits will be accrued on the entity level, rather than in personal name.

Another cool benefit is the fact that you can upgrade this prop trading entity to an investment fund.

Investment Fund

The British Virgin Islands are a great location to register an offshore investment fund. The BVI is especially great if you are looking to build a track record. With the BVI Incubator fund you have you can register an investment fund with the FSC (Financial Services Commssion) for low costs and without the need of an outside custodian or a fund admin, making it a very cheap and cheerful way to get started.

if you grow from there you can graduate your fund into an Approved Fund and into a Private Fund. Learn more about funds

Otonomos can assist you with the whole process and have dedicated counsel that can assist with creating the required documents for you to launch your fund.

Token Issuance

Issuing a token can come with some risk. That is why it is always best to issue a token from an entity rather than from personal name. The BVI Limited Company is a great vehicle to issue your token from as there are no license requirements for the issuance of a token.

The BVI is a popular jurisdiction for setting up businesses for a combination of reasons including a favourable tax regime, strong legal basis, a stable political environment and reasonable costs of incorporation. (see wider BVI article for full detail)

Tax Status

Limited companies in the BVI don't pay corporate taxes or capital gains taxes on companies.

Privacy

The BVI currently has filing requirements for Directors, Shareholder and UBO's of limited companies. However, it is only the directors who are publicly available. To mitigate this you have the option to appoint a Corporate (Nominee) Director.

Onboarding

Getting onboarded to register your BVI Limited Company is a fairly straight forward process. We will need to know some information regarding the new company as well as a KYC and KYB check for all natural and corporate participants.

The following documents are required:

Online Form

After the BVI Limited Company is ordered you will receive a link to login to the Otonomos Dashboard. When you enter the dashboard you can start filling out the company application form to stage your company. In the company application form we will ask information about the new company. The following information will be requested:

• Company Name Options
• Purpose of the entity
• Country
• Source of Funds
• Financial Year End
• Legal Opinion (optional)
• Org Chart (optional)
• Nominee Participants (if applicable)
• Corporate Participants (if applicable)
• Natural Participants
• Share Capital
• Corporate Participant Information

Once this is all declared, you move on to the KYC verification process.

Required roles in BVI Limited Company

The following roles will need to be filled in the BVI Limited Company

• Shareholder
• Director
• Ultimate Beneficial Owner

KYC Verification Process

The KYC Verification process is very straight forward and smooth thanks to our friends at SumSub. After submitting the online form with all the new company information all natural participants will receive a KYC invitation to upload the needed documents along with the required information.

Read more on how to use SumSub here.

Time to incorporate

The time to incorporate a BVI Limited Company generally takes 5-7 business days from the moment that all due diligence is completed. This means that all information about the new company along with all KYC and KYB details have been provided and all information is complete.

Entity Maintenance

The annual maintenance requirements for BVI Limited Companies is fairly light. Entity maintenance is important is it ensures your entity is in good standing with the registry. As part of your entity maintenance you will need to pay an annual renewal and provide some declarations.

Annual Renewal

There is an annual renewal that needs to be paid for the registered office and agent, ESA, Due Diligence, Annual Return as well as an annual government fee.

You can pay for your entity renewal in the Otonomos Dashboard under the Entity Maintenance section.

Renewal Period

BVI limited Companies are not renewed on their anniversary, in stead they have 2 set renewal periods within the year:

• May 31 (Semester 1)
• November 30 (Semester 2)

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BVI Limited Company Renewal Periods

If your entity is registered in the 1st semester of a year you entity falls in the Semester 1 renewal period. If your entity is registered in the 2nd semester of the year your entity renewal period will always be in the second half of the year.

So when you have registered your entity on February 4th of 2024, you will need to renew your entity by May 31 of 2025.

Reporting

Besides the annual renewal payment, there are a couple of declarations to be made:

• Economic Substance Declaration - due at the time of renewal ( Read More)
• Annual Return - due 9 months after the end of the previous financial year end (read more)

All the renewal requirements can be actioned straight from the Otonomos Dashboard. You can access them by either clicking the to do items in the To Do list or by navigating to the Entity Maintenance section of your entity.

Once you actioned the item you will see the status update of the requirement so you know you are good to go.

Shutting down your entity

When shutting down an entity there are two options to follow:

• Formal Dissolution
• Strike off

Dissolution

Please note to dissolve an entity, it must be in Good Standing status which requires any outstanding obligations to be settled as per the Registry’s requirements.

Once all in order to proceed, the Registry will require a one time payment to start the process prepare the required documentation. Please allow between 15-45 days for the dissolution process to complete depending on the entity's jurisdiction. Once completed, a Certificate of Dissolution will be provided as proof and uploaded to the entity’s dashboard.

Strike Off

Alternatively, depending on the jurisdiction. Strike Off would be an option to close an entity at a lower cost than dissolution/liquidation. This option while lower in cost will usually take longer to process as it’ll be based on specific periods of the year. Example: Filing the Strike Off in quarter one will be dissolved in quarter two.

FAQs

Do you need to live in the BVI to register the company?

No, you do not need to be a resident or living in the British Virgin Islands to register and manage the company.