Structure of BVI IBC

BVI Business Company management structure is flexible and may be designed in accordance with the widest variety of requirements. There is no need to appoint any officers to operate the company. There is a requirement for only one owner, one director and one shareholder. All the shareholders and directors of a BVI IBC may be either corporate or natural persons. There are also no restrictions as to their nationality. Also, one and the same person may be director or shareholder.

Comprehensive company management to much extent resolves the problem with the location of the management and control of the company. In fact, only by using a proper third-party company management solution the beneficial owner of the company remains protected from potential damage by the undesired revealing of his direct connection to the offshore company. Fidelity Corporate Services Ltd is licensed to provide company management services in the BVI.


Actual management of your BVI Business Company, which includes directorship and practical operations, is conducted by one of the two main options:

1) Company directed by the beneficial owner. At owner's wish, this appointment may be directly logged on public file in the Company Registrar, or may not be registered. The Registrar of Directors will also be held by the Registered Agent in the Company's Registered Office.

2) Company directed by an appointed person. It is usually a professional whose position is known as “Nominee Director”, or “Third-Party Director”. The service of Nominee Directorship is usually provided by the Agent, who is appropriately licensed, approved and supervised by the Financial Services Commission.

One of the main objectives of having a third-party director is somehow to conceal the direct beneficial relationship that exists between the client and his offshore company. He may perform various administrative functions.

The actual involvement of the nominee Director in everyday matters of the offshore company may vary. Usually, the appointed third-party director is not actively involved into the regular business matters of the offshore company. The involvement of the Nominee Director remains merely formal in cases when the client personally transacts, signs and executes the daily business of the company. Then only a small and fixed “responsibility fee” would be charged.

This configuration of company management is acceptable but actually it can greatly reduce the level of confidentiality. Active personal management of the company may lead to undesirable questions about the control over the company and, consequently, some additional tax issues for the owner personally.

Therefore, a more substantial involvement of the third-party Director is usually advisable. Then, as it should be in all regular companies, the Director becomes part of the company everyday business, with the right to sign contracts, invoices, deeds, resolutions and any other business documentation, when required by the beneficial owner of the company. The function of the third-party Director may be also to execute control over the bank account of the offshore company. Usually, the Director would act only following clear instructions by the owners of the company.


There are also several options for company shareholders: beneficial owner may be direct shareholder of the company, or he can use the services of nominee shareholders. Being a direct shareholder of an offshore company may also reduce the level of confidentiality. Nominee shareholder may be involved in order to conceal the direct relationship with the offshore company. Nominee shareholder does not perform so many functions as the Company Manager (Director), so the nominee shareholding service may be provided directly.

At the time of registration the BVI Business Company always has one incorporator – that is an initial shareholder for a minimum amount of shares. The service of incorporator is provided by the Registered Agent (it may be Fidelity Corporate Services Ltd). After that the shares in the Business Company may be issued and transferred to any further shareholders according to the wishes of the beneficial owner. Also, the shares may remain registered onto the initial Incorporator; then he would continue to act as Nominee Shareholder. Nominee Shareholder may hold shares for several beneficial owners at once.

The relationship between a Nominee Shareholder and the actual owner of the offshore company may normally be confirmed by appropriate declarations of trust. This would allow the owner at any moment to confirm his ownership of the company.

Fidelity Corporate Services Ltd are licensed to provide nominee shareholder services in the BVI. You can order these services directly when ordering your BVI Business Company.

Meetings of Directors and Shareholders

The directors and the shareholders meetings need not be held in the British Virgin Islands; also there is no requirement for an Annual General Meeting. All meetings may be held outside BVI, by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy.

© Fidelity Corporate Services Ltd.