BVI (British Virgin Islands)

Company Incorporation

Setting up an iGaming company in the British Virgin Islands (BVI) involves a clear, three-step process. By understanding the necessary steps, materials, and timeline, you can streamline the incorporation process. Here’s how it works, starting with reserving your company name.

Step 1: Choose and Reserve Your Company Name

Choosing your company name is the first formal step, and it must meet BVI's specific naming rules. The name needs to be unique, avoiding duplication with existing companies, and include a corporate suffix like "Limited", "Ltd", "Corporation", "Corp", "Incorporated", or "Inc." We conduct a name search using the BVI Registrar's database to confirm availability. To prevent delays, it’s a good idea to have three to five backup name options ready in case your first choice isn’t available.

Your chosen name must not imply activities requiring special licences unless you have the necessary permits. For example, terms like "Bank", "Insurance", or "Trust" require regulatory approval. Additionally, names should steer clear of offensive language, references to government affiliations, or anything that could be seen as conflicting with public policy. If you’re using a non-English name, a certified translation will be required. Once your preferred name is approved, it will be reserved, a process that usually takes 1–2 business days. With this step complete, you can move on to preparing your documents.

Step 2: Prepare and Submit Required Documents

Accurate and complete documentation is critical for a smooth incorporation process. You’ll need certified copies of passports for all directors and shareholders, along with proof of address (e.g., a utility bill, bank statement, or driver’s licence) dated within the last three months. The Memorandum and Articles of Association, which outline your company’s structure and governance, are also required. These documents are drafted by our legal team to align with your business goals and BVI regulations.

Additional paperwork may include resolutions from directors and shareholders, share certificates, and corporate registers. If your structure involves corporate entities, you’ll also need their certificate of incorporation, constitutional documents, and certificates of good standing. Once all documents are gathered, they are reviewed to ensure compliance with BVI regulations and anti-money laundering standards. This step typically takes 2–3 business days.

Step 3: File with the Registrar and Receive Approvals

After reserving your company name and preparing the necessary documents, the final step is filing with the BVI Registrar. We handle all communications with the relevant authorities and submit your application electronically via the VIRRGIN platform, which speeds up processing. The Registrar will review your application to ensure it meets all legal requirements.

Once approved, you’ll receive a Certificate of Incorporation, confirming your company’s legal status. Electronic copies of the incorporation documents are typically available within 1–2 business days of submission. Following this, the complete corporate kit - including the Certificate of Incorporation, company seal, share certificates, statutory registers, and certified copies of the Memorandum and Articles of Association - will be delivered via courier within 3–7 days. All documents are securely stored for easy access.

From reserving your company name to receiving your Certificate of Incorporation, the entire process usually takes 5–10 business days.

The British Virgin Islands (BVI) offers three main types of company structures, each tailored to meet varying business needs and regulatory standards. These options allow businesses, including those in the iGaming sector, to align their structure with their operational goals while adhering to BVI's regulatory framework.

Business Company

The Business Company is by far the most widely used corporate structure in the BVI, especially among iGaming operators. It requires at least one director and one shareholder, who can be the same person. Importantly, there’s no requirement for these individuals to reside in the BVI, and corporate directors are also allowed.

This structure offers considerable financial flexibility. There’s no limit on authorised capital, no minimum paid-up capital, and companies can issue shares with or without par value. Additionally, it allows for the creation of multiple classes of shares with varying rights, making it ideal for the complex ownership arrangements often seen in iGaming businesses.

Privacy is another key advantage. Detailed company records are accessible only to the registered agent, while public filings contain minimal information, making it an appealing choice for operators prioritising confidentiality.

The Business Company is versatile, supporting a wide range of activities without restrictions. This makes it easy for iGaming businesses to diversify into areas like software development or affiliate marketing. Compliance is straightforward, requiring only an annual return and payment of a prescribed fee.

Company Limited by Guarantee

Unlike companies with shareholders, a Company Limited by Guarantee operates on guarantees provided by its members rather than share capital. Members agree to contribute a nominal amount toward the company’s debts in the event of liquidation. This type of entity is typically used by non-profit organisations, industry associations, or membership-based groups.

In the iGaming sector, this structure is suitable for organisations focused on player protection, industry standards, or community initiatives. It’s ideal for regulatory compliance groups, charitable foundations, or industry bodies.

Members have voting rights similar to shareholders, but they don’t receive dividends or profit distributions. Any surplus funds must be reinvested into the organisation’s objectives. While the company can generate revenue through membership fees or services, profits cannot be distributed to its members.

Restricted Purpose Company

The Restricted Purpose Company is designed for businesses with narrowly defined activities and operates under stricter regulatory oversight. This structure is often used for financial services, holding assets, or other specialised activities requiring higher levels of compliance and transparency.

These companies must specify their permitted activities in their constitutional documents and are prohibited from operating outside those boundaries. The BVI Financial Services Commission closely monitors these entities, requiring detailed reporting and heightened compliance measures.

For iGaming operators, this structure is often used for specialised subsidiaries, such as those handling payment processing or regulatory compliance. The added oversight can enhance credibility with financial institutions, regulators, and business partners who demand greater transparency.

Restricted Purpose Companies may face higher capitalisation requirements than Business Companies and must demonstrate sufficient resources to carry out their activities. Additionally, directors and officers must meet specific qualifications, and regulatory approvals are often needed before operations can begin.

Each of these entity types serves different purposes, and the choice depends on the specific needs of your business. For most iGaming operators, the Business Company offers the best mix of flexibility, privacy, and operational freedom, making it a popular choice for primary operations in the BVI.