How to Set Up an Entity in the British Virgin Islands

The British Virgin Islands (BVI) remains one of the most efficient offshore jurisdictions for international business structuring. For companies looking to hold assets, manage investments, or expand internationally, forming an entity in BVI offers a combination of legal stability, global recognition, and tax efficiency that many onshore jurisdictions cannot match.

The process of setting up in BVI is relatively straightforward, especially compared with many onshore jurisdictions, because requirements are minimal, and incorporation through a licensed agent can be done quickly. However, the main challenges involve ensuring compliance with increasing international transparency and substance requirements, and selecting a reliable registered agent to handle the process correctly. On the upside, the benefits include autonomy, strong asset protection, confidentiality, and often zero domestic taxation on profits when operations are offshore.

Disclaimer: This content is for informational purposes only and does not constitute legal, tax, or financial advice. Always consult official sources before acting.

What does “opening an entity” mean in BVI?

Opening an entity in BVI typically entails incorporating a company under the local legal framework, giving it full legal status, including the ability to enter into contracts, hold assets, and operate internationally. This involves filing incorporation documents through a licensed registered agent, appointing shareholders and directors, and obtaining a Certificate of Incorporation.

Entity overview in BVI

Below is a summary of the typical framework for entities in BVI, especially those commonly used by foreign investors:

Step-by-step guide: How to open an entity in BVI

Step 1: Choose the right structure

The most common choice is a BVI Business Company (BC) limited by shares—this suits holding companies, investment structures, or entities used for international trading. Other options include Companies Limited by Guarantee or Unlimited Companies, but these are used less frequently, often for special-purpose vehicles, fund structures, or non-standard liability setups.

Step 2: Verify business name availability

You must select a proposed company name and check its availability with the BVI Company Registry via your licensed agent. The name must not be identical or too similar to an existing company, and must include one of the legally required suffixes (such as “Limited”, “Ltd”, etc.) if required under local naming rules.

Step 3: Prepare incorporation documents

Typical required documents include:

• A Memorandum of Association, which sets out the company structure and authorised share capital
• Articles of Association, which set out a company's internal governance and company bylaws
• Details of shareholders and directors (identity and address). Proof of identity and residential address for each is usually required
• Registered office address and appointed registered agent (mandatory)

Step 4: Register with FSC / BVI Company Registry

You cannot file directly as an outsider—registration must happen through a licensed registered agent in BVI. The agent will submit the incorporation package (name reservation, incorporation documents, and agent appointment) to the BVI Company Registry managed by the FSC. On approval, you receive a Certificate of Incorporation, confirming your company’s legal existence.

Step 5: Register for tax and social security

Because BVI companies that operate entirely offshore benefit from the 0% corporate tax regime, there is generally no need for local tax-ID registration unless the company carries on business within BVI. Social security or payroll registration is not required if there are no locally employed staff.

Step 6: Open a corporate bank account

After incorporation, the company can open a bank account, often in USD due to the use of the US dollar in the BVI. Banks will require standard KYC documentation (passport copies, proof of address, corporate documents, possibly corporate structure and beneficial ownership). There is no legal requirement to open a BVI-based bank account, but having a corporate account is practical for transactions and compliance.

Step 7: Set up payroll and employment compliance

If you intend to hire employees located outside BVI (e.g., working remotely in other countries), employment and payroll compliance must follow the laws of the employees’ jurisdiction, not BVI. For local hiring on the islands, additional local employment regulations would apply (though such cases are rare for typical offshore entities).

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Post-registration obligations

After incorporation, BVI companies should maintain up-to-date records of directors, shareholders, and beneficial owners. Despite the privacy protections, beneficial ownership information must be collected and kept (and may need to be reported under certain conditions). Companies should also track international sanctions/regulatory changes, ensure compliance with economic substance rules if conducting relevant business, and maintain corporate records for potential audits.

Since most BVI companies operate offshore and are not engaged in local business, regular financial statements or local audits are generally not required — but they may be needed under foreign jurisdictions where the company does business or holds assets.

Taxes and financial considerations

You are responsible for:

• Corporate income tax: The BVI does not impose corporate income tax on any company, whether it operates locally or offshore, as confirmed by the BVI Financial Services Commission. Companies carrying on business inside the BVI instead fall under the payroll tax regime rather than corporate taxation.
• VAT/GST: The BVI has no VAT, GST, or sales tax. No indirect tax registration is required for any BVI entity, regardless of business activity.
• Payroll/social contributions: These apply only if you employ staff working physically in the BVI. Employers must pay 10–14% payroll tax (depending on employer class), plus mandatory Social Security contributions of 4.5% (employer) and 4% (employee), and National Health Insurance (NHI) contributions of 3.75% each. Entities with no BVI-based employees have no payroll obligations.
• Accounting standards: Most BVI Business Companies are not required to file public financial statements or undergo local audits, though they must maintain adequate internal records for inspection if requested by authorities. International operations may need to comply with foreign accounting or audit rules depending on where the business activity occurs.

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Expand internationally with Deel

Whether you’re hiring through an EOR or establishing your own local entity, Deel’s all-in-one platform gives you everything you need to expand into the United Kingdom—quickly, compliantly, and with confidence. From market entry to ongoing operations, Deel helps you hire, onboard, and manage teams seamlessly from day one.

With Deel, you can:

• Test new regions using Deel’s local entities through our Employer of Record service—hire employees compliantly, delegate payroll and taxes, and access localized employment contracts.
• Open entities with Deel Entity Setup, where our team manages everything—from incorporation and tax registration to coordination with local experts.
• Centralize your compliance and records with Deel Entity Management, including automated filings, calendar reminders, and visibility across all entities.
• Integrate with Deel Payroll and Deel HR for compliant payments, benefits, and workforce oversight—all in one platform.

For companies transitioning from the EOR model to owned entities, Deel ensures a smooth handover and consistent compliance every step of the way. Enter new markets, onboard talent, and manage your global workforce—all through one unified platform.

FAQs

How long does it take to open an entity in the British Virgin Islands?
Typically, 1–2 business days (after documents are submitted via a licensed agent). Find out how long setup takes with our Entity Setup Calculator.

What is the minimum capital required?
There is no minimum paid-up capital requirement.

Can foreign companies own 100% of an entity in the British Virgin Islands?
Yes. Foreign individuals or entities can own 100% of shares. Only one shareholder and one director (who may be the same individual) are required.

Do I need a local director or representative?
No. There is no requirement for local residency or a local director. A licensed registered agent is mandatory, though; but this agent does not have to be involved in management.

How much does it cost to register an entity?
Costs depend on the registered agent and the level of services required, but typical incorporation packages (including agent fees and registration) are usually in the low-to-mid thousands of USD. Find out the setup cost with our Entity Setup Calculator.

Can I hire employees before the entity is fully registered?
Typically, no. However, Deel’s Employer of Record (EOR) lets you hire and pay talent immediately while your entity setup is in progress.

Can Deel help me open an entity in the British Virgin Islands?
Yes. Deel Entity Setup manages the end-to-end process — from registration to payroll compliance—in over 100 countries. Deel’s local experts handle documentation, filings, and legal requirements on your behalf.

Does Deel offer ongoing compliance and payroll support?
Yes. Deel offers both managed services and self-service tools to help you stay compliant.

If you’re using Deel Entity Management, Maintenance, EOR, or Payroll, our team handles payroll, benefits, filings, and compliance obligations on your behalf.

For teams managing their own entities, Deel Compliance Hub makes staying compliant simple by providing real-time regulatory updates, risk alerts, and workforce insights across 150+ countries. Proactively manage compliance with our Compliance Monitor, Workforce Insights, and an AI-powered Worker Classifier, staying ahead of changing employment laws.

Can I switch from Deel EOR to my own entity later?
Yes. Deel supports seamless transitions when you’re ready.