British Virgin Islands Company Formation

Formation of BVI business companies, Limited Partnerships, restricted purpose companies (SPVs), and Segregated Portfolio Companies (SPCs). Under the BVI’s Business Companies Act, there are five (5) main types of companies:

• Company with limited liability by shares
• Company with limited liability by guarantee and not authorized to issue shares
• Company with limited liability by guarantee and authorized to issue shares
• Company with unlimited liability authorized to issue shares
• Company with unlimited liability not authorized to issue shares

The BVI restricted purposes company (SPV) is a business company that has in its Memorandum of Association the statements set out in section 10 (1) and (2) of the Business Companies Act (i) that the company is a restricted purposes company, and (ii) the purposes of the company. The restricted purposes company may only be used for transactions and activities with limited purposes (e.g., bankruptcy-remote issues, securitizations, or off-balance sheet financing transactions. The name of a restricted purposes company shall end with the phrase “(SPV) Limited” or the phrase “(SPV) Ltd.”

The BVI segregated portfolio company (SPC) is a business company that is required to apply to the BVI’s Financial Services Commission (Commission) for prior written approval of the Commission before incorporation of the SPC. If the Commission is satisfied that the company has, or has available to it, the knowledge and expertise necessary for the proper management of segregated portfolios, the Commission will give its approval to the incorporation or registration of a company as a segregated portfolio company subject to such conditions as it considers appropriate.

The name of a segregated portfolio company is required to include the designation “Segregated Portfolio Company” or “SPC” placed immediately before one of the endings specified in subsection (1), or a permitted abbreviation thereof.