Overview
| Field | Value |
|---|---|
| Region | Latin America |
| ISO 3166-1 | VG / VGB |
| Registry | Registry of Corporate Affairs (ROCA), British Virgin Islands Financial Services Commission |
| Last updated | 2026-06-10 |
Identifiers
Collect two identifiers from each business customer in British Virgin Islands and submit them as strings on the application body.| API field | Local name | Issuer |
|---|---|---|
businessInfo.taxId | Company Registration Number (no separate TIN; Certificate of Tax Exemption as fiscal evidence) | Registry of Corporate Affairs (ROCA) / Inland Revenue Department |
businessInfo.businessEntityId | BVI Company Number | Registry of Corporate Affairs (ROCA), British Virgin Islands Financial Services Commission |
Sector regulators
BVI Financial Services Commission (FSC) · Financial Investigation Agency (FIA / FIU) · International Tax Authority (ITA) — Economic Substance filings · Inland Revenue Department
Legal structures
| Local name | Abbreviation | Description |
|---|---|---|
| Business Company Limited by Shares | Ltd. | Incorporated under the BVI Business Companies Act, 2004 (as revised); the dominant and default BVI entity type; members’ liability limited to the amount unpaid on their shares; no requirement for minimum share capital or stated par value; may have one or more directors and one or more shareholders (same individual may hold both roles); no public disclosure of members; designed primarily for offshore business. Closest US equivalent: C-Corp. |
| Business Company Limited by Guarantee | — | Incorporated under the BVI Business Companies Act, 2004 (as revised); no share capital; members undertake to contribute a fixed sum on winding up; used for non-profit, charitable, professional association, and joint-venture structures that do not require profit distribution. Closest US equivalent: Nonprofit Corporation. |
| Business Company Limited by Shares and Guarantee | — | A hybrid structure under the BVI Business Companies Act, 2004 (as revised); the company may both issue shares and require members to guarantee a fixed contribution on winding up; used where a venture requires both equity investors and guarantee members. Closest US equivalent: Hybrid/Dual-class Corporation. |
| Unlimited Company | — | Incorporated under the BVI Business Companies Act, 2004 (as revised); members bear unlimited personal liability for the company’s debts; rarely used in practice; available with or without share capital. Closest US equivalent: General Partnership-equivalent corporate entity. |
| Restricted Purpose Company | RPC / SPV Ltd. | A sub-type of BVI Business Company under the BVI Business Companies Act, 2004 (as revised); must include ‘(SPV) Limited’ or ‘(SPV) Ltd.’ in its name; may be incorporated or continued only for limited, specified purposes (e.g., insolvency-remote securitisations, off-balance-sheet financing, structured finance); subject to additional restrictions on activities and objects. Closest US equivalent: Special Purpose Vehicle (SPV) / Delaware statutory trust. |
| Segregated Portfolio Company | SPC | A special category of BVI Business Company under the BVI Business Companies Act, 2004 (as revised) and the Segregated Portfolio Company Regulations, 2005; must include ‘(SPC)’ in its name; may create separate portfolios whose assets and liabilities are ring-fenced from each other and from the general assets of the company; used for captive insurance, mutual funds, and multi-class investment vehicles. Closest US equivalent: Series LLC. |
| Limited Partnership | LP | Formed under the Limited Partnership Act, 2017 (as revised); requires at least one general partner with unlimited liability and at least one limited partner whose liability is capped at their contribution; may elect to have separate legal personality (default) or no separate personality; constituted by a limited partnership agreement; widely used for offshore private equity, venture capital, and real estate fund structures. Closest US equivalent: Limited Partnership (LP). |
| General Partnership | — | Two or more persons carrying on business together for profit under the Partnership Act (Cap. 152); not a separate legal entity from its partners; all partners bear unlimited joint and several liability; must register any business name other than the partners’ own names with ROCA; less commonly used in practice than the LP or LLP. Closest US equivalent: General Partnership (GP). |
| Sole Proprietorship | — | A single individual trading on their own account; no separate legal entity from the owner; the owner bears unlimited personal liability for all business obligations; must register any trading name other than the proprietor’s own name with ROCA under the Registration of Business Names Act (Cap. 153). Equivalent to a US Sole Proprietorship. |
| Branch of Foreign Company | — | A foreign corporation registered to carry on business in or from the BVI under Part XI of the BVI Business Companies Act, 2004 (as revised); not a separate legal entity from the foreign parent, which remains fully liable; must maintain a registered agent in the BVI and file a copy of its memorandum and articles (or equivalent constitutional documents) with ROCA. Closest US equivalent: Foreign Corporation Branch/Representative Office. |
How documents combine
For each evidence area, this table shows whether the listed documents are alternatives (any one of) or a bundle (all required). The artifact-by-artifact lookup follows below.| Evidence area | Documents needed |
|---|---|
| Legal Registration | Certificate of Incorporation |
| Constitutive Documents | Any one of: Memorandum and Articles of Association · Limited Partnership Agreement |
| Tax Registration | Any one of: Certificate of Tax Exemption · Certificate of Incorporation |
| Ownership Records | Register of Members |
| Governance Records | Register of Directors (optional: ROCA Registry Extract) |
| Signing Authority | Any one of: Board Resolution · Power of Attorney |
| Address | Any one of: Registered Agent Confirmation Letter · Lease Agreement · Utility Bill · Bank Statement |
| Good Standing | Certificate of Good Standing |
Documents to collect
The physical documents you’ll collect from your customer, with the evidence area each one proves. One document can prove multiple areas — for example, Brazil’s Cartão CNPJ covers both tax and business-registration proof, so it appears once with both areas listed.| Document | Proves |
|---|---|
| Certificate of Incorporation | Legal Registration |
| Memorandum and Articles of Association | Constitutive Documents |
| Limited Partnership Agreement | Constitutive Documents |
| Certificate of Tax Exemption | Tax Registration |
| Certificate of Incorporation (as tax identifier evidence) | Tax Registration |
| Register of Members | Ownership Records |
| Register of Directors | Governance Records |
| ROCA Company Registry Search Report | Governance Records |
| Resolution of Directors | Signing Authority |
| Power of Attorney | Signing Authority |
| Registered Office / Agent Confirmation Letter | Address |
| Lease Agreement | Address |
| Utility Bill (≤90 days old) | Address |
| Bank Statement (≤90 days old) | Address |
| Certificate of Good Standing | Good Standing |
| Sector-Specific License | FSC Banking Licence (General / Restricted Class I / Restricted Class II), FSC Investment Business Licence (SIBA), FSC Mutual Fund Licence / Recognition, FSC Insurance Licence, FSC VASP Registration Certificate |
Collection notes
- Legal Registration: Issued by the Registry of Corporate Affairs (ROCA) upon incorporation under the BVI Business Companies Act, 2004 (as revised); confirms the company name, BVI Company Number, date of incorporation, and that the company satisfied all statutory requirements. Available in certified (USD 75) and uncertified (USD 50) form. Since July 2014 certificates include a QR code / certificate ID for online validation via the BVI FSC website. Electronic and printed versions are both in use. Company incorporations are filed electronically through the VIRRGIN system.
- Constitutive Documents: Filed with ROCA at incorporation under the BVI Business Companies Act, 2004 (as revised); constitutes the company’s constitutional document setting out the company name, type (limited by shares / guarantee / unlimited), registered office, registered agent, objects (unrestricted unless limited), authorised shares, and articles governing internal management. The Memorandum and Articles are a combined document and may be amended by resolution filed with ROCA. For Limited Partnerships (LP Act, 2017), the constitutive document is a Limited Partnership Agreement (LPA) rather than M&A. The document heading invariably reads ‘TERRITORY OF THE BRITISH VIRGIN ISLANDS / BVI Business Companies Act, 2004’ followed by ‘MEMORANDUM AND ARTICLES OF ASSOCIATION’.
- Tax Registration: The BVI imposes no corporate income tax, capital gains tax, or withholding tax on BVI Business Companies. No TIN is issued for domestic tax purposes (OECD CRS confirmed). The Inland Revenue Department issues a Certificate of Tax Exemption (fee USD 200; valid 12 months; processing 3 business days) confirming exemption from income tax. For FATCA/CRS-reporting financial institutions, the GIIN (Global Intermediary Identification Number) issued by the US IRS is used. The BVI Company Number on the Certificate of Incorporation is the closest equivalent fiscal identifier in BOSS/VIRRGIN filings and is used for Economic Substance declarations filed with the International Tax Authority (ITA).
- Sector-Specific License: Sector-specific licences and registrations issued by the British Virgin Islands Financial Services Commission (FSC) under the relevant legislation. Key regulatory frameworks: Banks and Trust Companies Act, 1990 (Cap. 149) for banking, deposit-taking, and trust/fiduciary services (three licence classes: General Banking Licence, Restricted Class I Banking Licence, Restricted Class II Banking Licence); Securities and Investment Business Act, 2010 (SIBA) for investment business (licence categories: dealing, arranging, managing, advising, custody, administration, and operating an investment exchange); Mutual Funds Act, 1996 (Cap. 247) for open-ended mutual funds; Insurance Act, 2008 (as revised) for insurance companies and insurance intermediaries; Virtual Asset Service Providers Act, 2022 (in force 1 February 2023) for custody, exchange, transfer, and issuance of virtual assets (registration mandatory). Financial Investigation Agency (FIA) is the national Financial Intelligence Unit (FIU) receiving SARs. AML supervision shared between FSC (for regulated entities) and FIA.
- Governance Records: Every BVI Business Company must maintain a Register of Directors at its registered agent’s office. A copy of the Register of Directors must be filed with ROCA within 15 days of the appointment of the first director, and updated within 30 days of any subsequent change (BVI Business Companies Act, 2004 as revised, including 2023 and 2024 amendments). The filed register of directors is a private filing — accessible by competent authorities and law enforcement only; not publicly searchable. A company search report (ROCA Registry Extract) ordered through ROCA will include directors’ details for a fee.
- Signing Authority: No statutory prescribed form. Board resolutions (a Resolution of Directors under the BVI Business Companies Act, 2004 terminology) are the standard method by which a BVI company authorises a person to act on its behalf — adopted at a duly convened directors’ meeting or by written resolution. A power of attorney executed by a BVI company must be executed in accordance with the company’s articles (typically by a director or authorised officer) and, for cross-border use, may be notarised and apostilled by the competent authority in the BVI.
- Address: For BVI Business Companies, the registered address is invariably that of a licensed registered agent (legally required under the BVI Business Companies Act, 2004). A confirmation letter from the licensed registered agent is the primary evidence of registered address for offshore entities. For operating address (if any physical presence), standard evidence is a lease agreement, utility bill, or bank statement not older than 90 days. Utility bills from the BVI Electricity Corporation (BVIEC) or water authority are the most common local utility issuers.
Person roles
When you submit a person on the application body, set theirrole to one of Conduit’s canonical BusinessPersonRole values. Use this table to map a local corporate-governance title onto the right canonical role.
| Local role | Canonical API role | Description |
|---|---|---|
| Director | CONTROLLING_PERSON | Appointed officer with executive authority over a BVI Business Company; named in the Register of Directors filed privately with ROCA. A BVI BC must have at least one director. Nominee directors provided by licensed corporate service providers are common market practice. |
| General Partner | CONTROLLING_PERSON | Partner in a BVI Limited Partnership (Limited Partnership Act, 2017) bearing unlimited personal liability for the partnership’s debts; the controlling and managing party of the partnership; named in the registered statement filed with ROCA. |
| Authorised Signatory / Attorney | LEGAL_REPRESENTATIVE | Natural person authorised by a Resolution of Directors (board resolution) or power of attorney to sign documents and transact on behalf of the BVI entity under the BVI Business Companies Act, 2004 (as revised). |
Notes
- The BVI is the world’s largest offshore corporate domicile by number of registered entities. The vast majority of companies Conduit will encounter are BVI Business Companies Limited by Shares (abbreviated BC or BVI BC), incorporated under the BVI Business Companies Act, 2004 (BCA). The terms ‘IBC’ (International Business Company) — used before 2004 — and ‘BVI BC’ are often used interchangeably in market practice; all post-2004 entities are technically ‘BVI Business Companies’.
- Since 2 January 2025, BVI companies must also file their Register of Members and Register of Directors with ROCA (previously these were only maintained at the registered agent). Failure to file these registers — or to maintain the ROBO — now affects good standing status. Allow for these filings when assessing whether a company is in good standing.
- All BVI Business Companies must have a licensed registered agent in the BVI at all times. The registered office address is invariably that of the registered agent (e.g., Walkers, Ogier, Maples, Harneys, Conyers). Accept a registered agent confirmation letter as proof of registered address for offshore entities; do not require a separate physical premises address unless the company has actual BVI operations.
- Economic substance: The Economic Substance (Companies and Limited Partnerships) Act, 2018 (in force 1 January 2019) requires all BVI entities conducting ‘relevant activities’ (banking, insurance, fund management, finance and leasing, headquarters business, shipping, holding company, IP, distribution and service centre) to demonstrate economic substance in the BVI and file annual declarations with the International Tax Authority (ITA). Non-compliance risks ROCA notifying foreign tax authorities and potentially striking the company from the register.
- Payroll tax applies only if the company employs individuals in the BVI. Class 1 employers (≤7 employees, annual payroll ≤ USD 150,000, annual turnover ≤ USD 300,000) pay 10% of taxable remuneration (8% deducted from employee, 2% paid by employer). Class 2 employers (all others) pay 14% (8% employee, 6% employer). The first USD 10,000 of annual remuneration per employee is exempt.