Company limited by guarantee authorised to issue shares
A hybrid company with both guarantee members and shareholders. A guarantee member can also be a shareholder, and the company pays the same share-based fees as a company limited by shares.
- Entiva fee to form
- $1,159
- Government fees to form
- $1,025
- Run plan
- $129 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(c), 78-80.
Who it suits
- Organisations with both guarantee members and shareholders.
Key facts
- Members
- Guarantee members and shareholders
- Overlap
- A guarantee member may also hold shares
- Incorporation fee
- US$550, or US$1,350 above 50,000 authorised shares
- Annual fee
- US$550, or US$1,350 above 50,000 authorised shares
- Statute
- BVI Business Companies Act, ss.5(c), 78-80
What the law requires.
7 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.
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
The registered agent signs the memorandum and articles and files them. Government fee US$550, or US$1,350 above 50,000 authorised shares.
- 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
7- 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
- Incorporation application filed on VIRRGIN, the Registry's online system
- Certificate of incorporation, issued by the Registry
Who takes part
6- 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
- Anyone a nominee shareholder holds shares for
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
- Transfer shares
- Issue new shares
- Change the maximum number of shares
- Declare a dividend or distribution
- Change the registered office
- Change the company name
- Amend the memorandum or articles
- Move the registered agent to Entiva
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 authorised to issue shares
- Files the memorandum and articles as incorporator on VIRRGIN, the Registry's online system.Formation
- Collects each director's written consent and appoints them within 15 days.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
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
$1,159one-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
- 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
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $1,159, 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 $129 a month ($1,548 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 costs US$200 per month or part, up to US$2,400.
Late filing costs US$200 per month, up to US$2,400.
The annual fee band changes accordingly: US$550 for up to 50,000 shares and.
Adding costs US$425.
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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