Company limited by guarantee not authorised to issue shares
A company whose members each guarantee a set amount, written in the memorandum, instead of holding shares. It is used for charities, clubs, associations and non-profit vehicles.
- Entiva fee to form
- $1,959
- Government fees to form
- $1,025
- Run plan
- $159 a month
- Steps to form
- 10
- Ongoing filings
- 4
- Ways to close
- 4
Who it suits, and what defines it.
Governed by the BVI Business Companies Act, ss.5(b), 17, 78-80.
Who it suits
- Charities and other non-profit vehicles.
- Clubs and associations.
Key facts
- Liability
- Each member limited to the amount they guarantee
- Shares
- None can be issued
- Name ending
- Limited, Ltd or another allowed ending
- Secretary
- Not required
- AGM
- Not required
- Incorporation fee
- US$550
- Annual fee
- US$550
- Statute
- BVI Business Companies Act, ss.5(b), 17, 78-80
What the law requires.
10 rules, each in plain words.
A registered agent and a registered office in the BVI
The registered agent must be licensed (ss.90-91).
Register of directors filed with the Registrar
Within 15 days of the first appointment, and within 30 days of any change (s.118B).
Register of members filed with the Registrar
Within 30 days of incorporation and of any change, and the filing is private (s.43A).
Beneficial ownership details filed with the Registrar
Within 30 days of incorporation (s.96A).
A common seal
An imprint of the seal is kept at the registered agent's office (s.102(2)).
Annual financial return lodged with the registered agent
Within 9 months of the financial year-end (s.98A).
Economic substance declaration
Filed with the International Tax Authority (ITA) within 6 months of the period end; the deadline for periods ending June and December 2025 is extended until further notice.
The name must end with Limited, Ltd or another allowed ending
A name with no ending needs authorisation under s.17B and is allowed only for wholly charitable or non-commercial purposes.
Annual audited statements, if approved as a charitable company
A company approved under s.17A may be required to submit them (s.17A(4)(b)).
No company secretary or AGM required
How Entiva forms it.
10 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
10 steps- 1Request consent to use a restricted word
Needed only if the name contains a restricted word. Government fee US$200.
- 2Reserve the company nameOnly if needed
Optional. The Registrar holds the name for 90 days. Government fee US$50.
- 3Incorporate the company
Done by the registered agent. Each member's guarantee is written in the memorandum. Government fee US$550.
- 4Appoint the first directors
Done by the registered agent within 15 days of incorporation. Each director consents in writing first.
- 5File the register of directors
Filed privately within 15 days of the first appointment. Government fee US$100.
- 6File the register of members
Filed privately within 30 days of incorporation. Government fee US$50.
- 7File beneficial ownership details
Due within 30 days of incorporation. Filed privately. Government fee US$125.
- 8Record the common seal
Every company must have a seal. Its imprint is kept at the registered agent's office.
- 9Register as a non-profit organisationOnly if needed
Only for a non-profit that raises or spends funds mainly in the BVI. Register before operating. Fee US$100, or US$50 if it operated before 2013.
- 10Apply for a trade licence
Needed only to trade in the BVI itself. Apply before starting business.
Documents
8- Memorandum and articles of association
- Registered agent's consent to act
- Written consent from each first director
- Beneficial owner details and declarations
- Ownership chart and company records for any corporate member or director
- Charitable or non-commercial name application, if used
- Incorporation application filed on VIRRGIN, the Registry's online system
- Certificate of incorporation, issued by the Registry
Who takes part
5- The person instructing the formation, with photo ID and proof of address
- Every individual first director, with photo ID and proof of address
- Any corporate director, checked through to its own directors and owners
- Each owner or controller of 10% or more, with source of funds and wealth
- Any corporate member of 10% or more, checked through to its owners
What has to be filed, and when.
Entiva tracks every deadline from the day it is formed, and files before each one.
Every year, and as things happen
4 filings- Pay the annual Registry fee
31 May if formed January to June, 30 November if July to December; first due next year
- Lodge the annual financial return
Within 9 months of the financial year-end
- File the economic substance declaration
Within 6 months of each period end; late penalties suspended since 19 May 2026
- Renew the non-profit registration
At least 2 months before the certificate expires, for a non-profit
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
10 changes- Appoint a director
- Remove a director
- Record a director's resignation
- Appoint a professional director
- Change the registered office
- Move the registered agent to Entiva
- Change the company name
- Amend the memorandum or articles
- Register a charge over company assets
- Update beneficial ownership details
How it closes.
4 routes. The right one depends on whether it can pay its debts, and who starts it.
Solvent liquidation
For a company that can pay its debts, once the directors have signed a declaration of solvency.
- 1
Directors declare the company solvent
- 2
Appoint the liquidator and file the notice within 14 days
- 3
Advertise the liquidation within 30 days
- 4
File the completion statement and dissolve the company
Insolvent liquidation
For a company that cannot pay its debts.
- 1
Appoint an insolvency practitioner as liquidator
- 2
Report insolvency found during a voluntary liquidation
Strike-off and restoration
The Registrar starts a strike-off, for example for unpaid fees. The company can ask to be restored.
- 1
Respond to the Registrar's strike-off notice
- 2
Apply to restore within 5 years of the Gazette notice
- 3
Apply to the Court to restore the company
Continuation out or merger
When the company moves to another country or merges with another company.
- 1
Continue the company out to a foreign jurisdiction
- 2
File the notice of continuance
- 3
Merge into a surviving BVI company
- 4
Merge into a foreign company
What Entiva does for you.
From the first filing to the last.
Company limited by guarantee not authorised to issue shares
- Files the memorandum and articles as incorporator on VIRRGIN, the Registry's online system.Formation
- Checks each beneficial owner's identity and files their details within 30 days.Formation
- Tracks the due date and pays the annual Registry fee, passed on at cost.Ongoing
- Prepares the annual financial return from your figures and lodges it on time.Ongoing
- Collects the economic substance data and files it once a director approves.Ongoing
- Prepares the non-profit renewal and lodges it, if the company is a non-profit organisation.Ongoing
Build it with the API.
Every step on this page is an action in the Entiva API, with its documents, signatures and filing.
What it costs, item by item.
Every Entiva fee and every government fee, from forming it to closing it.
Forming it
$1,959one-off
- Government fees
- $1,025
Steps marked only if needed are not counted.
Closing it
From $2,799
- Entiva fee
- Fixed, quoted first
- Government fees
- At cost
Included in the Run plan
- Registered agent in the BVI
- Company secretary
- Lodge the annual financial return
- File the economic substance declaration
- Renew the non-profit registration
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Register as a non-profit organisationOnly if needed
- Apply for a trade licence
- Register a charge over company assets
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $1,959, one-off. Government fees are passed through at cost.
Late penalties: initial US$300 first month or part, US$350 per further month up to 2 months, then US$400 per month up to 3; change US$300 per month up to US$3,600.
Late penalties: initial US$200 first month or part, US$250 per further month up to 2 months, then US$300 per month up to 3; change US$200 per month up to US$2,400.
Late filing: US$500 for the first month, US$550 per month for months 2-3, US$600 per month after that.
US$100 for organisations established on or after 1 January 2013; US$50 for those operating before.
Excludes steps marked only if needed.
Every year
The Run plan costs $159 a month ($1,908 a year).
Late penalty: 10% of the fee if paid before 2 months after the due date, 50% after that.
A first determination carries US$5,000 to 20,000.
US$50 where gross annual income is up to US$250,000; US$100 above that.
Changes
Routine changes are included in the Run plan.
Late filing: US$300 per month or part, up to US$3,600.
Late filing: US$300 per month or part, up to US$3,600.
Late filing: US$300 per month or part, up to US$3,600.
US$100 if part of the initial register filing.
Adding costs US$425.
Late filing costs a company US$500 per month or part, up to US$6,000, and an LP US$250 per month or part, up to US$5,000.
Closing it
Closing is a fixed-fee project, quoted before it starts.
Notice of appointment US$150. Regulated persons also pay US$100 FSC consent and US$200 for approval of the liquidator.
Failing to file or advertise carries an administrative penalty of up to US$10,000.
Completion statement US$100 plus certificate of dissolution US$100.
Within 12 months of dissolution: US$200 application plus US$500 for restoration and certificate, total US$700. After 12 months: US$400 plus US$1,200, total US$1,600.
Application within 12 months of dissolution: filing the order US$400 plus restoration and certificate US$2,000, US$2,400 in total. After 12 months: US$600 plus US$4,000, US$4,600 in total.
Follow-on child actions are quoted at cost: register of members change US$75, register of directors change US$50, beneficial ownership change US$75.
Raised from US$1,000 on 1 January 2023.
Entiva fees are in US dollars. Government fees are in the currency each authority charges, passed through at cost when the filing is made. Taxes are separate.
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