BVI companies

Set the company’s jurisdiction to British Virgin Islands when you create or import it. QSBS and Delaware franchise tax are hidden, because neither applies to a company formed outside the US. A BVI Filings page appears under Compliance & Tax.

Resolutions of directors and members

Board approvals and consents for a BVI company are written as BVI resolutions, citing the BVI Business Companies Act and the company’s memorandum and articles instead of Delaware law:

• Resolution of directors. At a meeting it passes on a majority of the votes cast by the directors present. In writing it needs the majority your memorandum and articles specify or, if they say nothing, every director (s.129). A written resolution sent from Tenacap is marked approved when every director named on it has signed. A buy-back’s resolution also carries the directors’ solvency statement the Act requires (s.57(2)) and resolves to hold the shares in treasury (s.64(1)(b)).
• Resolution of members. At a meeting it passes on more than 50% of the votes of the members entitled to vote and voting, or the higher majority your memorandum and articles require (s.81(2)). Members may also act by written resolution without notice (s.88); the Act sets no separate threshold for that, so your memorandum and articles govern.

On the Voting page, a BVI company sees this explained in place of the Delaware notice, and a votes-cast check: enter the votes cast at a meeting, and the higher majority your articles require if any, to see how many must be in favour. With 6,000,000 votes cast the resolution needs 3,000,001 in favour, where a Delaware written consent over 10,000,000 outstanding votes would need 5,000,001. The calculator’s “more than 50% of all voting shares” also clears the s.81(2) default on any turnout.

Filing the register of members

Since the 2024 amendments, a BVI company files a copy of its register of members with the Registrar, through its registered agent, within 30 days of any change to it (s.43A). Tenacap counts as a change every recorded issuance, transfer, buy-back, cancellation, conversion and option exercise dated on or after 2 January 2025, when the requirement came into force, and leaves out any that was reversed.

1. After a change, BVI Filings shows “File the updated register of members with your registered agent” with a due date 30 days after the first change not yet filed. The company’s admins get an e-mail 7 days and 1 day before it, on the day, and once if it passes.
2. Send the updated register to your registered agent. Download the cap table if you need the current holders.
3. Once it is filed, enter the date under Mark register filed (Editor role). The mark covers every change dated on or before that day, and is kept with who recorded it. The next change starts a new 30 days.

The deadline is worked out from the cap table each time, so a change you record late, or dated in the past, shows the deadline the Act gives it. The filing due within 30 days of incorporation is not tracked.

The annual government fee

In place of Delaware franchise tax, a BVI company pays an annual fee, usually through its registered agent. It is due on 31 May each year for a company incorporated between 1 January and 30 June, and on 30 November for one incorporated between 1 July and 31 December, starting the year after incorporation (Schedule 1). The fee depends on how many shares the memorandum authorizes, not how many are issued: up to 50,000 shares, or more, with an unlimited number counting as more.

BVI Filings shows the next due date, the tier and the fee: $550 or $1,350, the figures service providers report from 1 January 2023. The text of the Act Tenacap has read, current to 2022, shows $450 and $1,200, so confirm the amount with your registered agent. Paid late, a penalty of 10% applies within two months and 50% after. Tenacap does not pay the fee or record that it was paid, and sends no e-mail about it yet.

Unlimited authorized shares

A BVI memorandum may authorize an unlimited number of shares of a class (s.9(1)(e)). When you add a share class, tick The memorandum authorizes an unlimited number of shares of this class; for an existing class, use Increase authorized shares and tick the same option, once the amended memorandum is filed. The class then has no ceiling: issuances, conversions, exercises and plan reserves are never refused for lack of authorized shares, and the cap table shows Authorized as “Unlimited”. Only a BVI company can do this.

Other documents

The SAFE, the founder stock purchase agreement, the 83(b) cover sheet and the repurchase agreement name the company as a British Virgin Islands business company and the British Virgin Islands as the governing law. They are still US forms in substance, with US securities-law legends and US-style approvals; the founder stock purchase agreement also carries California spousal-consent text. Have counsel adapt them before relying on them for a BVI company.

With an assistant

list_deadlines includes the register filing and the annual fee for a BVI company. mark_bvi_register_filed proposes the filed mark, which a person with the Editor role confirms. add_share_class takes authorizedUnlimited, and increase_authorized_shares takes unlimited, for a BVI company only.

What is not covered

• Fractional shares: every share count is a whole number.
• The Act’s limit on treasury shares (no more than half of a class previously issued, s.64(1)(c)): a buy-back still holds every share it buys in treasury.
• Par value in a currency other than US dollars.
• Any majority your memorandum and articles set in place of the Act’s defaults.
• US tax rules that reach US holders of a foreign company, such as PFIC and CFC.
• Companies formed in other countries: they keep the Delaware wording and its notice.