BVI insurer segregated portfolio company
A segregated portfolio company that is a BVI insurer, commonly used for captive and protected-cell insurance. It needs Financial Services Commission (FSC) approval and an insurance licence, and has its own FSC fee schedule.
- Entiva fee to form
- $5,679
- Government fees to form
- $6,225
- Run plan
- $249 a month
- Steps to form
- 9
- Ongoing filings
- 6
- Ways to close
- 4
Who it suits, and what defines it.
Governed by the BVI Business Companies Act ss.134-159; Insurance Act 2008.
Who it suits
- Captive insurance.
- Protected-cell insurance.
Key facts
- FSC approval
- Needed before incorporation or registration
- Insurance licence
- Needed under the Insurance Act
- FSC application fee
- US$3,000 plus US$750 per portfolio (not Category C)
- Category C application
- US$7,500 plus US$1,000 per portfolio
- FSC approval fee
- US$250
- FSC fee due
- 28 February each year
- Registry annual fee
- US$550, or US$1,350 above 50,000 shares
- Statute
- BVI Business Companies Act ss.134-159; Insurance Act 2008
What the law requires.
7 rules, each in plain words.
FSC approval before incorporating or registering as an insurer SPC
An insurance licence under the Insurance Act
It is needed in addition to FSC approval of the SPC.
A registered agent files with the Registrar
Only the registered agent may file (BCA s.232).
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).
Annual financial return lodged with the registered agent
Within 9 months of the financial year-end (s.98A).
How Entiva forms it.
9 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
9 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.
- 3Apply for FSC approval
The FSC approves first, and a separate Insurance Act licence is needed too. Application fee US$3,000 plus US$750 per portfolio (higher for Category C).
- 4Incorporate the company
The registered agent files once the FSC has approved. Registrar's fee US$550, or US$1,350 above 50,000 shares.
- 5Appoint the first directors
Done by the registered agent within 15 days of incorporation. Each director consents in writing first.
- 6File the register of directors
Filed privately within 15 days of the first appointment. Government fee US$100.
- 7File the register of members
Filed privately within 30 days of incorporation. Government fee US$50.
- 8File beneficial ownership details
Due within 30 days of incorporation. Filed privately. Government fee US$125.
- 9Enrol for FATCA and CRS reportingOnly if needed
Only if the company is a financial institution. It covers US FATCA and the Common Reporting Standard (CRS); CRS enrolment is due by 30 April of the year after it becomes one.
Documents
8- Application to incorporate a BVI insurer SPC, in the FSC form
- Application for an insurer's licence under the Insurance Act
- Proposed memorandum and articles
- Appointment of the insurance manager
- Business plan
- FSC written approval
- The insurer's licence
- Certificate of incorporation, issued by the Registry
Who takes part
4- The promoter instructing the formation, with photo ID and proof of address
- Every director, with photo ID and proof of address
- Each owner or controller of 10% or more of the SPC or of any portfolio
- The insurance manager, whose licence is checked
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
6 filings- Pay the FSC annual insurer fee
By 28 February each year, from the year after incorporation or registration
- Pay the annual Registry fee
Each year: 31 May if formed January to June, 30 November if July to December
- Lodge the annual financial return
Within 9 months of the financial year-end
- File the economic substance declaration
Within 6 months of the end of each financial period
- File the FATCA and CRS reports
Each 31 May, for a reporting financial institution
- Pay the annual fee for the BVI reporting system (BVIFARS)
US$185 by 1 June each year, for a reporting financial institution
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
10 changes- Appoint a director
- Transfer shares
- Issue new shares
- Create a new segregated portfolio
- Terminate a segregated portfolio
- Notify the FSC of changed information
- Change the registered office
- Change the company name
- Amend the memorandum or articles
- 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
Get FSC consent (US$100) and liquidator approval (US$200)
- 3
Appoint the liquidator and file the notice within 14 days
- 4
Advertise the liquidation within 30 days
- 5
File the completion statement and dissolve the company
Insolvent liquidation
For a company that cannot pay its debts.
- 1
Give the FSC 5 business days' written notice of the resolution
- 2
Appoint an insolvency practitioner as liquidator
- 3
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.
BVI insurer segregated portfolio company
- Prepares the FSC approval application and submits it before incorporation.Formation
- Files the incorporation on VIRRGIN, the Registry's online system, once the FSC has approved.Formation
- Tracks the 28 February date and pays the FSC annual fee.Ongoing
- 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
$5,679one-off
- Government fees
- $6,225
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
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Apply for FSC approval
- Incorporate the company
- Enrol for FATCA and CRS reportingOnly if needed
- File the FATCA and CRS reports
- Create a new segregated portfolio
- Terminate a segregated portfolio
- Notify the FSC of changed information
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $5,679, one-off. Government fees are passed through at cost.
Non-Category C: US$3,000 plus US$750 per portfolio. Category C: US$7,500 plus US$1,000 per portfolio. Plus a US$250 approval fee.
Each extra initial portfolio adds US$800.
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.
Every entity required to be enrolled pays the US$185 annual BVIFARS fee by 1 June, which is a separate action.
Excludes steps marked only if needed.
Every year
The Run plan costs $249 a month ($2,988 a year).
Non-Category C: company fee set by gross written premium under the Financial Services Regulations plus $350 per portfolio, capped at $15,000. Category C: $7,500 plus $1,000 per portfolio, capped at $20,000.
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.
The US$185 annual BVIFARS fee is a separate action.
Changes
Routine changes are included in the Run plan.
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.
Business company SPC: US$250 notification fee, plus an initial fee per portfolio of US$400 if created on or before 30 June or US$350 from 1 July.
Late notifications by a non-regulated SPC: 15% of the notification fee per month.
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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