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Corporate · Defined Term

BVI BC — Business Company.

The British Virgin Islands' flagship corporate form, governed by the BVI Business Companies Act 2004. Tax-neutral, 100% foreign-ownable, the global default for venture holding vehicles and joint-venture SPVs.

Key features

  • Tax-neutral — 0% corporate income tax, 0% capital gains, 0% withholding on dividends or interest.
  • Minimum one director, one shareholder (can be the same natural or corporate person; no nationality restriction).
  • No minimum paid-up capital. USD 50,000 default authorised; USD 1 issued is sufficient.
  • Flexible share-class architecture: preferred, ordinary, non-voting, redeemable, multiple classes with bespoke economic and governance rights.
  • English common-law foundation; appeals to the Eastern Caribbean Supreme Court and the Privy Council in London.
  • Mandatory registered agent and registered office in the BVI.
  • No audit requirement for non-regulated BCs.
  • Annual Financial Return required from financial years starting 1 January 2023; filed with registered agent, not public.
  • ROBO register of beneficial owners (from January 2025; lowered the reporting threshold from 25% to 10%). Non-public; accessible to competent authorities.
  • Economic Substance Act 2018 applies; reduced-substance test for pure equity holding.

Common uses

Venture-backed parent companies, joint-venture vehicles, IP-holding and royalty vehicles, asset-holding SPVs, family-office holding structures, real-estate holding, token-issuance vehicles under the Cayman Foundation + BVI Issuer architecture, emerging fund managers under the Approved Manager regime.

Cost (USD)

Year-1 all-in with ArxSetup: USD 8,500. Year-2 ongoing: USD 6,000. Add-ons: bespoke share classes USD 800; nominee director USD 2,400/year; Shareholders' Agreement from USD 3,500.

Timeline

5–7 business days from receipt of complete KYC to certificate of incorporation.

Related

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