BVI Business Company — the complete setup guide.
The canonical BVI BC walkthrough. Day-by-day process, what is included, what is not, post-incorporation compliance, banking strategy. USD 8,500 year-1, USD 6,000 year-2.
What you get
A BVI Business Company (BC) is a private limited-liability company incorporated under the BVI Business Companies Act 2004. It is tax-neutral, governed by English common law, and instantly recognised on cap tables in San Francisco, London, Singapore and Hong Kong. The full ArxSetup engagement delivers the BC with certificate of incorporation, memorandum and articles, share certificate, first board resolutions, certificate of good standing, ROBO beneficial-owner registration, ESR notification, and our 12-month maintenance retainer.
Year-1 all-in cost: USD 8,500. Year-2 ongoing: USD 6,000. Time to certificate: 5–7 business days from receipt of complete KYC.
Eligibility and pre-conditions
- At least one shareholder. Individual or corporate. No nationality restriction. Beneficial owners holding 10% or more must be disclosed to the registered agent for ROBO.
- At least one director. Individual or corporate. No nationality or residency requirement. Nominee directors available at USD 2,400/year.
- Registered agent and registered office in the BVI. Mandatory. ArxSetup provides through licensed BVI partner.
- Memorandum and Articles of Association. Standard form provided; bespoke share classes drafted on request (USD 800 add-on).
- KYC documentation for every UBO, director and shareholder. Notarised passport, recent utility bill, professional reference, source-of-wealth statement.
Step-by-step process
Step 1 — Enquiry and name reservation (Day 1)
Submit a one-page enquiry: intended company name (we check FSC database for availability and reserve the name within 24 hours), shareholders, directors, intended activity, banking strategy. ArxSetup returns a written quote in USD within one business day. The first conversation is complimentary; no engagement until the engagement letter is countersigned.
Step 2 — Engagement letter and KYC pack (Day 2–4)
On instruction we send the engagement letter and a KYC pack: notarised passport copies, proof of address (utility bill less than 90 days old), professional reference (lawyer / accountant / banker), source-of-wealth statement (1–2 pages), and the standard ArxSetup client information form. KYC is reviewed within 24 hours of receipt and supplementary requests (if any) issued the same day.
Step 3 — Memorandum and Articles drafting (Day 4–5)
For a standard single-shareholder BC, we file the BVI standard form M&A with adjustments for company name, authorised share capital (default 50,000 ordinary shares of no par value), and registered office. For multi-shareholder JVs, family-office holdings or token-issuance structures, we draft bespoke share classes (preferred / ordinary / non-voting / management; redemption mechanics; liquidation preference) — typically 1–2 additional days.
Step 4 — Filing with the BVI Financial Services Commission (Day 5–6)
Our BVI registered-agent partner files the incorporation pack with the BVI FSC. The Commission processes most filings within 1–2 business days. Certificate of incorporation issued electronically.
Step 5 — Post-incorporation pack (Day 6–7)
Within 24 hours of certificate issuance, ArxSetup delivers: certificate of incorporation, certified M&A, share certificate(s), first board resolutions (appointment of directors, opening of bank accounts, allotment of shares), register of members, register of directors, certificate of good standing. The company is now ready to sign contracts and apply for banking.
Step 6 — ROBO and ESR filings (Day 7–14)
Initial ROBO beneficial-ownership filing within 30 days of incorporation. ESR notification at the first relevant deadline (typically within 6 months of the first financial year-end). Both filings are included in the year-1 fee.
Step 7 — Banking introduction (Day 7 onwards)
We pre-screen the structure against each partner bank's risk appetite and prepare the bank's preferred KYC pack format. Typical introduction routes for BVI BCs:
- Wio Business (UAE digital): 5–10 business days; UAE-resident signatory typically required.
- Mashreq Neo Biz (UAE digital): 5–10 business days; same residency expectation.
- Wise Business / Revolut Business / Airwallex (international digital): 5–10 days; remote opening, multi-currency.
- DBS / OCBC (Singapore): 4–6 weeks; in-person attendance preferred for first signature.
- Emirates NBD / ADCB / FAB (UAE Tier 1): 3–6 weeks; UAE residency mandatory; strong source-of-wealth pack required.
What ArxSetup includes
- Name reservation with BVI FSC
- Standard or bespoke Memorandum and Articles of Association
- BVI FSC filing and certificate of incorporation
- Standard share certificates, first board resolutions, registers
- Registered agent and registered office (year-1)
- Initial ROBO beneficial-ownership registration
- ESR notification (year-1)
- Certificate of good standing
- One bank introduction (additional introductions USD 1,800 each)
- 12 months of ad-hoc questions, correspondence and structural advice
What is not included (and what it costs)
- Bespoke share classes — USD 800 add-on for preferred/ordinary structures; USD 2,500 for full venture-style multi-class architecture.
- Shareholders' Agreement — from USD 3,500 for a standard JV; venture-style with bespoke economic and governance terms from USD 5,500.
- Nominee director services — USD 2,400 per nominee per year.
- Additional bank introductions beyond the first — USD 1,800 each.
- Approved Manager licence — USD 18,500 ArxSetup fee + government fees. See guide →
- Transfer-pricing documentation for IP-holding BCs — from USD 6,500.
- Annual Financial Return preparation — USD 200/year (year-2 onwards).
After incorporation — your first year
The BC sits idle from a regulator perspective for the first six months. From month 6, ESR notification becomes due. From month 9–12 (depending on financial year-end), the Annual Financial Return is prepared. The BVI government licence fee falls due either 1 May or 1 November depending on the registration month. ArxSetup handles all of this under the 12-month maintenance retainer included in year-1 cost. Year-2 cost steps down to USD 6,000 covering the same annual cycle plus the Annual Financial Return preparation.