British Virgin Islands company law

British Virgin Islands company law is primarily codified in the BVI Business Companies Act, 2004, and to a lesser extent by the Insolvency Act, 2003 and the Securities and Investment Business Act, 2010. The British Virgin Islands has approximately 30 registered companies per head of population, which is probably the highest ratio of any country in the world. Annual company registration fees provide a significant part of Government revenue in the British Virgin Islands, which accounts for the comparative lack of other taxation. Accordingly, company law forms a much more prominent part of the law of the British Virgin Islands than might otherwise be expected.

The first companies legislation in the British Virgin Islands was the Companies Act, 1884. However the great leap forward for company law in the jurisdiction occurred in 1984 with the passing of the International Business Companies Act, 1984. That legislation was passed specifically to try and promote the incorporation of offshore companies as a method of economic development in the wake of the cancellation by the U.S.A. of the double taxation treaty which had existed between the two countries prior to that time. The International Business Companies Act was enormously successful, and resulted in the registration of a large number of companies. However, in the early 2000s the British Virgin Islands came under external pressure to repeal statutes such as the International Business Companies Act which provided for "ring-fenced" taxation (i.e. entities which were exempt from taxation in the British Virgin Islands provided they did not engage in business within the jurisdiction). This led ultimately to the repeal of both the Companies Act and the International Business Companies Act and their replacement with the BVI Business Companies Act, which provided for equal tax treatment of all companies. The change had relatively little impact on incorporation rates as the British Virgin Islands imposes virtually no form of direct taxation.

In the British Virgin Islands, only a licensed registered agent can form a company. It is not possible for a member of the public to do so. The principal reason for this is to reinforce anti-money laundering obligations under the Anti-Money Laundering and Terrorist Financing Code of Practice, 2008. Any person who wishes to form a registered company must do so through a licensed agent, and the agent is required (amongst other things) to obtain client due diligence (sometimes referred to as "know your client", or KYC) to comply with the regulations.

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