Establishing a business in the British Virgin Islands

A Q&A guide to establishing a business in British Virgin Islands.

This Q&A is part of the global guide to establishing a business in…. Areas covered include an introduction to the legal system; available business vehicles, formalities, corporate governance structures and requirements. Also covered are foreign investment incentives and restrictions, currency regulations, tax, and employment issues.

Legal System

1. What is the legal system in your jurisdiction based on (for example, civil law, common law or a mixture of both)?

The British Virgin Islands (BVI) is a British Overseas Dependent Territory. The company law statute, the BVI Business Companies Act, follows English company law principles and concepts in many ways. When considering questions of BVI law, BVI courts will apply English case law together with the case law of other common law jurisdictions.

The BVI Business Companies Act also contains certain concepts such as statutory mergers, segregated portfolio companies and continuations into and out of the BVI, which have no equivalent under English law.

Business vehicles

2. What are the main forms of business vehicle used in your jurisdiction? What are the advantages and disadvantages of each vehicle?

A business company can be incorporated as a company limited by shares with perpetual existence. In addition, a company can also be:

• Limited by guarantee (with or without shares).
• Unlimited.
• A segregated portfolio company.

Business companies provide the most flexibility and are a popular choice for incorporations in the BVI.

The BVI also offers general partnerships and limited partnerships (with or without legal personality), the legal personality feature being a flexible and recent innovative addition to BVI law.

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This article was first published in Thomas Reuters Practical Law.