BVI Investment Fund Registration in 2024

Since 2004, Healy Consultants Group has supported our Clients interested to register their fund in the British Virgin Islands. Our relationship managers will timely complete the fund registration from A to Z without personal travel required during the engagement.

Our team provides the following services to both individual entrepreneurs and multinational investors, including: i) advisory services and assistance to agree on optimal fund structuring, ii) Assistance to draft offering documents to attract investors; iii) nominee director services and iv) FSC fund license application support.

Press the link headings below to read detailed, relevant, up to date information.

• Why register an Investment Fund in the BVI?

  • The Business Companies Act of the BVI is of highest standard, while retaining flexibility of corporate structuring to fit any fund goal;
  • Approved Manager Regime in the BVI offers significantly simplified approval process for pioneer fund managers;
  • BVI’s “opt-in regime” is compliant with the Alternative Investment Fund Managers Directive (AIFMD) of the European Union;
  • Incubator and Approved funds do not need to appoint an auditor and can begin operations prior to securing FSC license approval.

• Additional advantages when registering an investment fund in BVI

  • Access to changes of memorandum and articles without the need of a shareholder meeting;
  • A “lighter touch” regulator regime is appreciated by venture capital managers;
  • Incorporation and maintenance costs are one of the lowest for this type of industry;
  • BVI remains a top tax-exempt jurisdiction.

• How to structure a BVI fund?

  • The preferred corporate structure for a BVI fund is a company limited by shares;
  • There is no concept of authorised capital, allowing flexibility of investment;
  • A BVI company does not need to have par value on its shares, allowing directors to perform share allocations freely without requirement of prior update the company’s M&AA;
  • A BVI fund, registered as a limited company, can be structured as a Segregated Portfolio Company (SPC), a popular choice for umbrella funds. An SPC can thereafter operate towards various investment strategies, each with its own investment and financial risks.

• Types of BVI Investment Funds

  BVI approved fund

  • This vehicle can be considered as a small private fund and allows a maximum of 20 investors;
  • No maximum structure lifetime is imposed by the FSC;
  • Subject to less stringent regulation under the “approved manager regime”;
  • There is no minimal investment requirement;
  • The fund has a cap of 100M on net asset value;
  • In case i) the number of investors or ii) net asset value thresholds are exceeded for a period of 2 months, the fund manager has 7 days to reduce any of these amounts;
  • Best uses: Suitable for small to medium sized funds with low number of investors.

  BVI incubator fund

  • Targets start up investment managers looking to begin operations cost-efficiently;
  • Can have a maximum of 20 investors at a time, each contributing at least US$20,000;
  • Does not require an offering memorandum, nor licensed investment manager, nor a custodian, nor an auditor, nor an administrator;
  • The fund has an aggregate investment value cap of US$20M;
  • A limited operational life of 2 years (potentially can be extended with 1 more year following FSC approval) before transfer to a more complex fund structure, such as Private Fund;
  • Best uses: Preferred choice for pioneer fund managers with small number of investors looking for a track record cost-efficiently.

  BVI Private fund

  • This sophisticated structure allows more no more than 50 investors with no minimum investment cap, nor investor suitability requirements;
  • Investor invitations are made strictly confidentially via “private basis”. However, on a case-by-case basis, invitations to as many as 250 persons can be considered as invitation on a “private basis”;
  • A private fund is required to appoint an auditor, who can be from any place of operations, and file their first financial statements within six months from the end of the financial year;
  • A minimum of two directors of any nationality are required to be appointed, together with a BVI authorised representative;
  • A private fund must appoint a “fit and proper”: i) investment manager; ii) custodian and iii) an administrator. However, some private funds may opt to apply for exemption for all roles except administrator;
  • Best uses: Often structured as hedge or a mutual fund, the BVI private fund is a popular choice for accumulating large pool of investments.

  BVI Professional fund

  • Most popular type of regulated fund in the BVI;
  • Similar to a private fund, however this type of mutual fund is only available to professional investors (with exception of exempted investors) with a minimum investment amount of US$100,000 per person;
  • An exempted investor can be either i) manager, ii) administrator, iii) promoter or iv) the underwriter of the fund;
  • An auditor must file the fund’s first financial statements within six months from the end of the financial year;
  • A professional investor needs to cover these minimal obligations:
    • To have signed a declaration that he and/or his/her spouse have net worth that exceeds US$1m or equivalent in other currency;
    • His usual business involves acquisition or disposal of property, of the same type as the fund, on his own account or on behalf of other parties.
  • A professional fund requires to be recognized by the FSC following the Securities Investment Business Act 2010 in order to operate, however there is a window of 21 days where the fund can operate without formal SIBA recognition;
  • Best uses: The most popular type of fund targeting property purchases around the globe for qualified professional investors.

  BVI Public fund

  • A type of mutual fund accessible to a large pool if investors, potentially without any experience or relevant professional license;
  • Because a public fund can attract larger pool of inexperienced investors, the same is more heavily regulated, with requirements imposed by the Public Funds Code, 2010;
  • There re no maximum number of investors, nor a minimal investment obligation imposed;
  • This type of fund cannot commence operations until it receives relevant FSC public fund license;
  • An auditor must file the fund’s first financial statements within six months from the end of the financial year;
  • Best uses: Suitable for fund strategies requiring access to large pool if unqualified investors from around the globe.

• Comparison table of BVI fund types

  Type of fund	Approved	Incubator	Professional	Private	Public
  Minimum investment (US$)	None	20,000	US$100,000	None	None
  Maximum net asset value (NAV)	100m	20M	None	None	None
  Minimum number of investors	20	20	None	50	None
  Investor requirements	Cannot offer directly to public	Private investors	Only professional investors	Cannot offer directly to public	None
  FSC license required?	Can begin operation two days after FSC application	Can begin operation two days after FSC application	Can begin operation 21 days before receipt license	Yes	Yes
  Offering document type?	Terms summary	Terms summary	Memorandum	Memorandum	Qualifying prospectus
  Number of directors?	2	2	2	2	2
  Fund manager required?	No	No	Yes	Yes	Yes
  Authorised representative required?	Yes	Yes	Yes	Yes	Yes
  Administrator required?	No	No	Yes	Yes	Yes
  Auditor required?	No	No	Yes	Yes	Yes
  Custodian required?	No	No	Yes	Yes	Yes
  Lifetime of the structure?	Unlimited	2 years	Unlimited	Unlimited	Unlimited
  Audited financial statements required	Unaudited	Unaudited	Yes	Yes	Yes
  Healy Consultants Group fees?	Request a proposal	Request a proposal	Request a proposal	Request a proposal	Request a proposal