Segregated portfolio company
A company limited by shares that keeps assets and liabilities in ring-fenced portfolios. The portfolios are not separate legal entities, and the Financial Services Commission (FSC) must approve the company in writing first.
- Entiva fee to form
- $5,679
- Government fees to form
- $2,975
- Run plan
- $249 a month
- Steps to form
- 10
- Ongoing filings
- 7
- Ways to close
- 4
Who it suits, and what defines it.
Governed by the BVI Business Companies Act, Part VII.
Who it suits
- Companies that need ring-fenced portfolios of assets and liabilities.
- Mutual funds and insurers use their own SPC types.
Key facts
- Liability
- Limited by shares
- Portfolios
- Ring-fenced, not separate legal entities
- FSC approval
- Written approval needed first
- Company name
- Includes 'SPC' or 'Segregated Portfolio Company'
- Portfolio names
- Must include 'Segregated Portfolio'
- FSC annual fee
- US$450 plus US$400 per portfolio
- Registry annual fee
- US$550, or US$1,350 above 50,000 shares
- Statute
- BVI Business Companies Act, Part VII
What the law requires.
10 rules, each in plain words.
FSC written approval before incorporation or registration
The registered agent applies for it through the Registry's online system, VIRRGIN (s.135(3)).
A registered agent and a registered office in the BVI
The registered agent must be licensed.
Notify the FSC within 14 days of creating or reinstating a portfolio
Each notification costs US$250, and a late one costs 15% of the notification fee per month.
Financial statements that reflect the segregated structure
Portfolio statements may be separate or consolidated, if each portfolio is identified (s.148, reg 6).
Notify the FSC within 14 days of changes to information it holds
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).
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.
- 3Get FSC approval and incorporate
The FSC approves first, in the same filing. Government fees come to US$2,500 for one portfolio and up to 50,000 shares; each extra initial portfolio adds US$800.
- 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.
- 9Apply to recognise the fundOnly if needed
Only for a fund. A private fund needs recognition before it starts business; a professional fund within 14 days of starting.
- 10Enrol 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- Memorandum and articles of association
- Registered agent's consent to act
- Written consent from each first director
- Beneficial owner details and declarations
- Initial portfolio plan
- Application to the FSC for approval of the SPC
- FSC written approval
- 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
7 filings- Pay the annual Registry fee
31 May if formed January to June, 30 November if July to December; first due next year
- Pay the FSC annual fee for the SPC
Same date as the Registry fee: US$450 plus US$400 for each portfolio
- 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
- 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
- File audited fund financial statements
Within 6 months of year-end for a fund; the FSC can extend to 15 months
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
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
Merger
When the company merges with another company.
- 1
Merge into a surviving BVI company
- 2
Merge into a foreign company
What Entiva does for you.
From the first filing to the last.
Segregated portfolio company
- Prepares the FSC application and files it with the incorporation on VIRRGIN, the Registry's online system.Formation
- Checks each beneficial owner's identity and files their details within 30 days.Formation
- Prepares the FSC annual fee for each portfolio and pays it with the Registry fee.Ongoing
- Tracks the due date and pays the annual Registry fee, passed on at cost.Ongoing
- Files the FSC notification within 14 days of creating a new portfolio.Ownership
- Prepares the annual financial return from your figures and lodges it on time.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
- $2,975
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
- Get FSC approval and incorporate
- Apply to recognise the fundOnly if needed
- Enrol for FATCA and CRS reportingOnly if needed
- File the FATCA and CRS reports
- File audited fund financial statements
- 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.
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).
Late penalty: 10% of the fee if paid before 2 months after the due date, 50% after that.
US$450 plus US$400 for each portfolio in existence on the due date, on top of the BCA annual fee. Late: US$200 for each month or part after the fee falls due.
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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