The process typically takes 2–5 business days, subject to the completion of due
diligence checks.

• Completed incorporation form
• Due diligence forms on behalf of all directors, shareholders, and beneficial
  owners

Only one director and one shareholder are required, and they can be the same person.

Yes, a company can appoint a nominee director. If the person who will be the nominee
is licensed by the BVI Financial Services Commission (“FSC”), then the details of the
nominee and the nominator will need to be disclosed on the register of directors. This
document is not available to the public.

Yes, a company can appoint a nominee shareholder. The details of the nominee and the
nominator will need to be disclosed on the register of members. This document is not
available to the public.

Yes, you can appoint either or both.

Yes, there are no restrictions on foreign ownership.

No, but a registered office address in the BVI is required, which we can provide.

No, it is not required by law, but we recommend appointing one for efficient
administration.

No, there are no residency or nationality restrictions.

Yes, BVI companies can issue different classes of shares.

• Payment of an annual government license fee.
• Maintenance of a register of directors, shareholders, and beneficial owners.
• Annual filing of economic substance declaration.
• Annual filing of an Annual Financial Return.

No, BVI companies are not required to submit audited financial statements.

Shareholders’ and beneficial owners’ details are confidential. The details of the current directors of a company are searchable.

The fee depends on the number of authorized shares:

• USD 550 for up to 50,000 shares.
• USD 1,350 for exceeding 50,000 shares.

BVI companies are exempt from corporate income tax, capital gains tax, withholding tax, and inheritance tax.

The BVI does not have extensive tax treaties, as it is a tax-neutral jurisdiction. Consult a tax advisor to ensure compliance with your local laws.

Yes, a BVI company can open bank accounts globally, subject to the bank’s due
diligence requirements.

No, business activities must be conducted internationally unless a trade license is obtained to operate in the BVI.

There are no restrictions on currencies.

A BVI company can be dissolved voluntarily or struck off the register.

The company will incur penalties and will be struck off the register.

Yes, a company can be re-domiciled to the BVI if allowed by the original jurisdiction’s laws.

Yes, shareholder and beneficial owner information is not publicly disclosed.

Yes, a BVI company can own real estate, subject to local laws in the country where the property is located.

Yes, the company can be transferred to another administrator with a simple process.

The directors need to pass a resolution approving the change and a filing is made with the BVI registry. The process normally takes 2-3 days.

Subject to some exemptions, BVI companies are required to provide certain financial information on an annual basis in the form of a simple income statement and balance sheet.

• Entities listed on a recognized stock exchange
• Entities regulated by the Financial Services Commission (“FSC”) in the
  BVI;
• Entities that file tax returns and financial statements with the FSC;
• Entities that have entered into liquidation.

No, they are companies are not. All BVI business companies will need to submit their AFR unless they fall into one of the exemption categories mentioned above.

The FYE is determined by the directors, and an entity can have any date as its FYE in accordance with its operations/group requirements. The FYE should be recorded in a board resolution and a copy passed to the Registered Agent.

No, the AFR is only given to the Registered Agent and is not filed anywhere and is not publicly accessible.

No. BVI Companies need to submit the AFR template, as released by the authorities. Financial Statements/Management Accounts in other formats will not be accepted.

The first FYE due for submission is 31 December 2023. If a company has a FYE on 31 December 2023, the AFR for the 2023 financial year will need to be submitted by 30 September 2024 (9 months after the FYE).

*The registry has since confirmed an extension of 9 months for companies with a FYE of 31 December 2023. The new deadline is 30 June 2025.

If a company has a fiscal or financial year that does not correspond to a calendar year, your first FYE will fall within the period when your fiscal year began. For example, a Company with a 30 June FYE will have its first financial period under review from 1 July 2023 to 30 June 2024. This Company will have until 31 March 2025 to file its first AFR.

For clients who prepare their AFR themselves or through external accountants, the submission needs to be made to their registered agent.

Our specialist accounting can assist with the preparation of financial statements. For more information, please contact our team directly at accounts@segovia.com.sg

There is no need to provide additional documents (ie, Financial Statements, invoices, etc) along with the AFR. The AFR will need to be submitted as shown in the template and variations such as Financial Statements or other financial documents will not be accepted.

No, as the requirement stands, the AFR is not required to be signed.

The AFR needs to be completed on the standalone numbers for the BVI company and not consolidated figures.

The submission needs to be done on the AFR template released by the BVI FSC. You can find the template here. Audits are not required as part of the AFR requirement.

No. The Economic Substance reporting deadlines vary based on when the company was incorporated or if the Company has elected to have a specific period for its reporting period, ie, the calendar year.

The requirement for the AFR is to submit within nine months after the FYE.
If you wish to align both reporting periods, please contact us, and we can help arrange this.

Exempted are companies which are already in liquidation when their AFR is due. This means that the Company doesn’t have to submit AFR if it submits its liquidation documents to the BVI Registrar prior to the end of its financial year.

There are no prescribed accounting policies or principles under which the AFR needs to be prepared. Any reputable accounting standard can be used for the preparation of the AFR.

When you file the AFRs with the Registered Agent, the information remains confidential and under the control of the agent. They are responsible for sharing the information with valid requests from the BVI Competent Authorities.

Any major currency may be used for preparing the AFR

No, the accounting records of your entity do not need to be audited for this AFR.

BVI Companies usually have share capital, and operating expenses such as annual government and registered agent fees, which need to be reflected on the return, therefore an all-zeros submission is not expected, nor encouraged.

If a company does not file its annual return on time, the Registered Agent must notify the Registrar within 30 days of the date the financial annual return was due.

As per current guidance, a company which fails to file the AFR on time will be liable to a penalty of US$300 for the first month after the AFR was due, and for each month thereafter, the penalty shall be US$200 per month up to a maximum of US$5,000. Where a company is liable to the maximum penalty, the Registrar may also strike the defaulting company off the register. Non-compliance will be reflected on a company’s certificate of good standing.

All companies and limited partnerships that are registered or incorporated in the British Virgin Islands must comply with the Economic Substance Act. However, it does not apply to trusts or general partnerships.

There are nine Relevant Activities
i. Banking Business;
ii. Insurance Business;
iii. Shipping Business;
iv. Fund Management Business;
v. Finance and Leasing Business;

vi. Headquarters Business;
vii. Holding Business;
viii. Intellectual Property Business; and
ix. Distribution and Service Centre Business.

A company must determine if it has carried on any of the Relevant Activities. The definitions can be quite technical and the company should seek professional advice when appropriate.

If the company has not carried on a Relevant Activity that it does not need to
demonstrate substance in the BVI.

If the company has carried on a Relevant Activity then it will need to demonstrate substance unless it is tax resident in another jurisdiction, subject to further criteria to be assessed.

The legislation provides that a pure equity holding company will comply with the Economic Substance Act if it meets its statutory obligations under the Company’s Act and have in place adequate employees and appropriate premises in the BVI for the purpose of holding the equity participations. In most cases these conditions are met by virtue of maintaining a registered agent and registered office in the BVI and ensuring that the company in good standing.

Yes, the company can be transferred to another administrator with a simple process.

The directors need to pass a resolution approving the change and a filing is made with the BVI registry. The process normally takes 2-3 days.

Yes, all companies need to conduct an annual review and make an annual declaration and filing of their economic substance classification.

For most companies incorporated before 1 January 2019, their financial period will be 30 June – 29 June each year. Companies incorporated after 1 January 2019 will have a period linked to their date of incorporation and will run from the date of incorporation for the following 12 month period. So, a company incorporated on 12 February 2025 will have an economic substance filing period from 12 February 2025 to 11 February 2026.

A company must file it economic substance declaration within 6 months of the end of the economic substance period.

Yes, by submitting an application to the International Tax Authority in the BVI. Many companies choose to align their economic substance elect to maintain a bespoke financial period that is linked to their accounting periods (and their Annual Financial Return).

No, they are different. The economic substance period is defined by the legislation and the date of incorporation of a company. The company’s financial period is chosen by the directors and in many cases will be a calendar year.

Yes, a company can change the economic substance period so it matches the
company’s financial period.

A company can be subject to significant fines (over US$250,000) and the directors can face criminal and financial sanctions.