Nikolai Timofejev
15 years in FinTech and payments. Maps your business model to the right licence scope and leads the file all the way to the fund launch, including banking and payment rails.
BVI fund: private and professional funds under SIBA.
A BVI fund is an investment fund regulated by the British Virgin Islands Financial Services Commission (FSC) under the Securities and Investment Business Act (SIBA). Private and professional funds are recognised under section 55, for US$850 to apply and US$1,200 on recognition; incubator and approved funds may start 2 business days after filing but stop at 20 investors. We build either from Road Town.
30 yrs
of experienceof experience
60+
in-house specialistsspecialists
400+
Licenses obtainedlicenses obtained
Updated · Reviewed by the Prifinance team
BVI in brief
BVI fund: who your investors are decides the route and the start date.
A BVI fund begins with section 40(1) of the Securities and Investment Business Act (SIBA, Revised Edition 2020). That section treats as a mutual fund any company, partnership or unit trust that pools investors' money and issues interests the holder can cash in on demand, or within a specified period after demand, for an amount worked out from net asset value. Section 41 bars such a fund from doing business in or from within the Virgin Islands unless it is a public, professional, private or recognised foreign fund. The British Virgin Islands Financial Services Commission (FSC) recognises private and professional funds under section 55 and the Mutual Funds Regulations (Revised 2020). Incubator and approved funds have regulations of their own. A closed-ended fund is a private investment fund under Part IIIA, sections 63A to 63H, inserted by Act 12 of 2019. The FSC's public list of regulated entities carries categories such as private, professional and approved funds.
The FSC's fees sit in the Financial Services (Fees) (Amendment) Regulations, 2023 (S.I. 2023 No. 5), in force since 1 April 2023. A private or professional fund pays US$850 to apply, US$1,200 when recognised and US$1,200 a year, and a private investment fund pays the same. Incubator and approved funds pay US$1,800 to apply and US$1,200 a year. Speed separates the routes. A professional fund may operate for up to 21 days before recognition, provided it applies within 14 days of starting, while an incubator or approved fund may start 2 business days after the FSC receives a complete application. The running cost is the cast: two directors, one of them an individual, plus a manager, an administrator, a custodian and an auditor, unless the FSC exempts the fund from the custodian, the manager or the audit. Audited accounts reach the FSC within 6 months of the year end, or within an approved period of up to 15 months.
BVI funds under SIBA (Revised Edition 2020): the FSC recognises private funds (50 investors or a private offer) and professional funds from US$100,000 under section 55, and closed-ended funds go to Part IIIA.
US$850 to apply, US$1,200 on recognition and US$1,200 a year. Incubator and approved funds pay US$1,800 and may start 2 business days after a complete filing.
The two builds
FSC recognition under section 55, or a two-business-day start.
The investor list chooses the build. Professional investors at US$100,000 each, or a private circle of no more than 50, point to recognition; a launch with up to 20 investors points to an incubator or approved fund.
Recognition under section 55 - or the two-day incubator and approved route.
01 - PRIVATE OR PROFESSIONAL FUND
Recognised by the FSC
An open-ended fund recognised under section 55 of SIBA and the Mutual Funds Regulations. The private fund keeps to 50 investors or a private offer; the professional fund takes professional investors at a US$100,000 minimum.
An open-ended fund recognised under section 55 of SIBA and the Mutual Funds Regulations. The private fund keeps to 50 investors or a private offer; the professional fund takes professional investors at a US$100,000 minimum.
- ✓Recognition under SIBA s.55
- ✓Private: 50 investors or private offer
- ✓Professional: US$100,000 minimum
- ✓US$850, then US$1,200 on recognition
- ✓Manager, administrator and custodian
- ✓Audited accounts within 6 months
02 - INCUBATOR OR APPROVED FUND
The two-day start
A light-touch FSC approval under the Incubator and Approved Funds Regulations (Revised 2020). A complete application lets the fund start business 2 business days after the FSC receives it, within caps on investors and net assets.
Incubator and approved funds: US$1,800 to apply, a start 2 business days after filing, at most 20 investors.
- ✓US$1,800 to apply
- ✓Start after 2 business days
- ✓No more than 20 investors
- ✓Incubator: US$20,000,000, 2 years
- ✓Approved: US$100,000,000, no expiry
- ✓Approved fund keeps an administrator
Figures per SIBA (Revised Edition 2020), the Mutual Funds Regulations and S.I. 2023 No. 5 as of 2026. A closed-ended fund files as a private investment fund under Part IIIA instead, at the recognition fees.
Why the BVI
Six reasons sponsors pick the BVI.
✓
A two-business-day start
A complete application makes the applicant a deemed incubator or approved fund, and it may start business 2 business days after the FSC receives it. No section 55 recognition is needed on this route.Start 2 business days after filing.
✓
Fees in one schedule
S.I. 2023 No. 5 sets the fund fees in US dollars: US$850 to apply for recognition, US$1,800 for an incubator or approved fund, and US$1,200 a year for each of them.US$850, US$1,800, US$1,200 a year.
✓
Room for a small circle
A private fund carries no minimum investment. Its constitutional documents cap it at 50 investors or confine it to private offers, which suits a closed group that has no professional-investor status.50 investors, no minimum.
✓
Closed-ended funds covered
SIBA Part IIIA, inserted by Act 12 of 2019, recognises closed-ended private investment funds on three tests: 50 investors, private offers or professional investors from US$100,000.Part IIIA since 2019.
✓
A manager on approval
A BVI company or limited partnership can manage a private or professional fund as an approved manager, filing 7 days before it starts. Above US$400,000,000 under management it tells the FSC; within 3 months it drops below, seeks a licence or gets FSC consent.Notify the FSC above US$400,000,000.
✓
A written route to grow
An incubator fund that stays above its caps for two consecutive months notifies the FSC within 7 days and applies to convert. The small launch has a path in the regulations to a larger fund.Convert after two months over caps.
How it compares
How the BVI differs from other fund domiciles.
The BVI next to the Bahamas, Seychelles and Panama on the two questions that shape a launch: how soon the fund may start, and what each investor must bring.
BVI vs other fund domiciles
| Feature |  BVI | Other domiciles |
|---|---|---|
| Fastest start | 2 business days after filing | 1-3 business days, Bahamas fast track |
| Professional minimum | US$100,000 | US$100,000 in Seychelles |
| Fee to apply | US$850 · US$1,800 | US$1,000 in Seychelles |
| Closed group cap | 50 investors | 50 owners in Panama |
Fastest start
BVI2 business days after filing
Other domiciles1-3 business days, Bahamas fast track
Professional minimum
BVIUS$100,000
Other domicilesUS$100,000 in Seychelles
Fee to apply
BVIUS$850 · US$1,800
Other domicilesUS$1,000 in Seychelles
Closed group cap
BVI50 investors
Other domiciles50 owners in Panama
Country by country
| Country | Vehicle | Regulator | Notes |
|---|---|---|---|
| BVI | Private · professional · approved | FSC | US$1,200 a year |
 Bahamas | Fast-track licensed fund | SCB | 1-3 business days, SCB standard |
 Seychelles | Professional fund | FSA Seychelles | US$1,000 · US$1,250 a year |
 Panama | Private investment company | SMV | Lawyer notifies, 50 owners |
BVIVehiclePrivate · professional · approved
RegulatorFSC
NotesUS$1,200 a year
BahamasVehicleFast-track licensed fund
RegulatorSCB
Notes1-3 business days, SCB standard
SeychellesVehicleProfessional fund
RegulatorFSA Seychelles
NotesUS$1,000 · US$1,250 a year
PanamaVehiclePrivate investment company
RegulatorSMV
NotesLawyer notifies, 50 owners
Before you launch
What a BVI fund actually requires.What a BVI fund requires.
The Mutual Funds Regulations decide most of a recognition file, and the FSC holds the fund to them every year after. These are the ten points a BVI file has to answer.
01
Category - private, professional, incubator, approved or private investment fund, tested against SIBA s.40(1) and s.41, or s.63A and s.63B.
02
Investor limits - 50 investors or a private offer for a private fund, written into its constitutional documents (s.55(2)(b)).
03
Professional investors - a US$100,000 minimum initial investment each, exempted investors aside; each is in the trade or declares net worth above US$1,000,000 (MFR reg 5).
04
Directors - at least 2 at all times, one of them an individual (MFR reg 6(1)).
05
Functionaries - a manager, an administrator and a custodian, each notified to the FSC 7 days before appointment (reg 7).
06
Auditor - appointed and kept at all times unless the FSC exempts the fund on written application (reg 10).
07
Valuation policy - in writing, with valuations at least once a year and conflicts disclosed where the manager values (reg 9A).
08
Authorised representative - SIBA s.65 requires one; an incubator or approved fund replaces a departing one within 21 days.
09
Manager status - an approved manager filing 7 days ahead, or a SIBA Category 3 licence, sub-category B.
10
Beneficial ownership - a BVI company or limited partnership files its beneficial owners; a recognised or approved fund may instead name the licensee holding them (BCA s.96A).
01
Category under s.40-41 or s.63A-63B.
02
Private fund: 50 investors.
03
Professional: US$100,000 each.
04
Two directors, one individual.
05
Manager, administrator, custodian.
06
Auditor unless exempted.
07
Written valuation policy.
08
Authorised representative kept.
09
Approved or licensed manager.
10
BO filed or held by a licensee.
Reflects SIBA (Revised Edition 2020), the Mutual Funds Regulations and the Incubator and Approved Funds Regulations (Revised 2020) as of 2026.SIBA and the 2020 fund regulations, as of 2026.
Verify it yourself
Official sources
Regulator pages, legal texts and public registers the figures on this page are based on.
- LawSecurities and Investment Business Act, Revised Edition 2020 (law as at 1 January 2020) - BVI FSCbvifsc.vg
- LawMutual Funds Regulations (Revised 2020) - BVI FSCbvifsc.vg
- LawSecurities and Investment Business (Incubator and Approved Funds) Regulations (Revised 2020) - BVI FSCbvifsc.vg
- FeesFinancial Services (Fees) (Amendment) Regulations, 2023 (S.I. 2023 No. 5, in force 1 April 2023) - BVI FSCbvifsc.vg
- RegisterBVI FSC - Regulated entities listbvifsc.vg
How it works
From investor list to a live BVI fund.
01
Investor list
Who invests, how much each puts in and whether they can redeem on demand. Those answers fix the category under SIBA.Investors fix the category.
02
Vehicle and cast
A BVI business company, segregated portfolio company, limited partnership or unit trust, with two directors and the functionaries engaged.Company, SPC, LP or unit trust.
03
Documents
Constitutional documents, the offering document or term sheet, and a written valuation policy prepared for the FSC file.Offering document and valuation policy.
04
Filing
The application goes in with its fee, and for an incubator or approved fund the 2-business-day clock runs from the FSC's receipt of a complete file.Start 2 business days after filing.
05
Year one and after
Renewal at US$1,200, audited accounts within 6 months of the year end, and for an incubator the reports due by 31 July and 31 January.Renewal, audit, reports.
Quick facts
StatuteSIBA, Revised Edition 2020
RegulatorFSC, Road Town
Apply for recognitionUS$850
On recognitionUS$1,200
Annual renewalUS$1,200
Incubator or approvedUS$1,800 to apply
Earliest start2 business days
Audited accountsWithin 6 months
The FSC's service standards date from 18 January 2010 and give 3 days for a complete recognition application. We confirm the current timing with the FSC when we file.
On the ground in the BVI
Run from our Road Town office.
Prifinance - BVI
Road Town · Tortola
Road Town, Tortola, BVI
01
Route first
Private, professional, incubator or approved fund, and the company, partnership or unit trust beneath it, chosen from the investor list.Chosen from the investor list.
02
The functionaries
Manager, administrator and custodian engaged and notified to the FSC at least 7 days ahead, and an auditor appointed.Notified 7 days ahead.
03
The FSC application
Constitutional and offering documents, the valuation policy and the approved form, filed with US$850 or US$1,800.Filed with US$850 or US$1,800.
04
The yearly calendar
Renewals at US$1,200, audited accounts within 6 months, and change notices within 14 days for incubator and approved funds.Renewals and audits dated.
We also have offices in
Vilnius
Lithuania
Gedimino pr. 2
Prague
Czech Republic
Vlkova 532/8, Žižkov
Dubai
UAE
33 Level, Al Saqr Business Tower
London
United Kingdom
7 Bell Yard
Madeira
Portugal
Rua da Alegria 31, 1F
Istanbul
Turkey
Perpa Ticaret Merkezi, A Blok
Good to know
Taxation of BVI funds.
The exemptions sit in the BVI Business Companies Act, which turns the choice of vehicle beneath the fund into a tax decision as well.
Income Tax Ordinance exemption
Under s.242(1) of the BVI Business Companies Act (Revised 2020), a BVI business company, the dividends, interest and other amounts it pays, and capital gains on its shares and securities are exempt from the Income Tax Ordinance.Exempt under s.242(1).
No estate or gift tax
Section 242(2) adds that no estate, inheritance, succession or gift tax is payable on the shares or securities of a BVI business company.None on the shares.
Stamp duty
Transfers of a BVI company's shares and other share transactions are exempt from stamp duty under s.242(3). BVI land and land-owning companies are the exception (s.242(4)).Exempt, BVI land aside.
Partnership or unit trust
Section 242 is written for companies. Where the fund is a BVI limited partnership or a unit trust, we confirm its tax position per structure before launch.Confirmed per structure.
Economic substance
Investment fund business is not one of the nine relevant activities in s.6 of the Economic Substance Act. Fund management business, the Category 3 licensed activity, is.Fund business not listed.
Beneficial ownership filing
Since 2 January 2025 BVI companies and limited partnerships file beneficial owners, with no nil filings; a recognised or approved fund may name the licensee holding them instead (BCA s.96A(3)).Filed, or held for a fund.
Tax summary
Income taxExempt for a BVI company, s.242(1)
Estate and gift taxNone on shares, s.242(2)
Stamp dutyExempt, BVI land aside
Economic substanceFund business not listed
Beneficial ownersFiled, or a fund names its holder
*As of 2026 per the BVI Business Companies Act (Revised 2020), s.242, and the Economic Substance (Companies and Limited Partnerships) Act (Revised 2020). Investor-level tax is modelled per structure.
Turnkey professional support
Experienced lawyers and international consultants.
We provide end-to-end support, from company registration and the application file to regulatory interaction and compliance oversight - with an individualized approach to each client.
Oleksii Kindratenko
Builds the application itself: BVI vehicle, AML/KYC policy pack, capital structure and tax registrations. His document sets are the reason reviews finish in months, not years.
Eugeniu Bevziuc
First point of contact for international founders. Runs the whole setup remotely, across time zones and languages - from the first call to a live fund.
Follow Prifinance
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BVI · FSC · SIBA
Launch your BVI fund with expert support.
Full-service assistance - from investor mapping and the choice of route to the FSC application, the functionaries and the audit calendar - run through our Road Town office.
Get a consultation →Free legal opinion
Is the BVI the right domicile for your fund?
Our legal team will analyze your case at no cost and provide a written legal opinion: which vehicle, jurisdiction, or route fits your fund.
Written assessment within 2-5 business days
Request a free conclusion →FAQ
The BVI fund and the FSC: questions sponsors ask.
What is a BVI private fund?+
A BVI private fund is an open-ended fund whose constitutional documents allow no more than 50 investors or require private offers only (SIBA s.55(2)(b)). The FSC recognises it under section 55, no minimum investment applies, and it pays the same recognition fees as a professional fund.
Who can invest in a BVI professional fund?+
Professional investors, each with a minimum initial investment of US$100,000 or its equivalent in another currency (Mutual Funds Regulations, reg 5(2)). The specified sum in the professional-investor test is US$1,000,000. Exempted investors, such as the manager, administrator or promoter and employees of the manager or promoter, sit outside the minimum.
BVI incubator fund or approved fund?+
Both may start 2 business days after the FSC receives a complete application, and both stop at 20 investors. An incubator takes sophisticated private investors from US$20,000, holds up to US$20,000,000 and is valid for 2 years; an approved fund holds up to US$100,000,000 with unlimited validity.
How long does it take to launch a BVI fund?+
An incubator or approved fund may start 2 business days after the FSC receives a complete file. For recognition, the FSC's 2010 service standards set a 3-day target for a complete application (3 months if incomplete), and a professional fund may operate for up to 21 days before it is recognised. In our planning, engaging the functionaries sets the pace.
What does a BVI fund cost?+
FSC fees under S.I. 2023 No. 5: a private or professional fund pays US$850 to apply, US$1,200 on recognition and US$1,200 a year; an incubator or approved fund pays US$1,800 to apply and US$1,200 a year. Manager, administrator, custodian and auditor are separate budgets. Our fee for a BVI fund comes in writing after a free assessment.
Can a closed-ended fund be set up in the BVI?+
Yes, as a private investment fund under SIBA Part IIIA. It is recognised if its documents limit it to 50 investors, to private offers, or to professional investors from US$100,000. It may operate for up to 21 days before recognition and applies within 14 days of starting, at the private fund's fees.
Does the fund manager need a BVI licence?+
Not always: a BVI company or limited partnership may manage a private or professional fund as an approved manager, filing 7 days before starting. Past US$400,000,000 under management, it notifies the FSC in 7 days; in 3 months it drops below, seeks a licence or gets FSC consent. An approved manager's shares can sit in a VISTA trust; a licensed manager's cannot.
How is a British Virgin Islands fund taxed?+
A fund formed as a BVI business company relies on s.242 of the BVI Business Companies Act: the company, its dividends, interest and other payments, and gains on its shares and securities are exempt from the Income Tax Ordinance, with no estate or gift tax on its shares. For a limited partnership or unit trust, the position is confirmed per structure.
What happens when an incubator fund outgrows its limits?+
If it exceeds a cap for two consecutive months, it notifies the FSC within 7 days and applies to convert (reg 10(3)). Validity is 2 years, extendable by up to 12 months on an application made at least 1 month before expiry, and to become a private or professional fund it files an audit of its position and compliance at least 2 months before expiry.
Why Prifinance for a BVI fund?+
We fix the route against your investor list before drafting, assemble the directors and functionaries the Mutual Funds Regulations require, and file with the right FSC fee. Renewal, audit and notice dates go on the calendar on day one, all run from our Road Town office.
Private fund?+
50 investors or a private offer.
Professional fund?+
US$100,000 minimum per investor.
Incubator or approved?+
Both start after 2 business days.
How long to launch?+
2 business days on the fast route.
Cost?+
US$850 and US$1,200, then US$1,200 a year.
Closed-ended?+
Private investment fund, Part IIIA.
Manager licence?+
Approved manager up to US$400,000,000.
Tax?+
BVI company exempt under s.242.
Outgrowing an incubator?+
Notify within 7 days, then convert.
Why you?+
Route fixed before drafting.
Client notes
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Prifinance is an independent law and advisory firm. We are not a regulator and are not affiliated with, endorsed by, or acting on behalf of the BVI Financial Services Commission (FSC) or any other public authority. Authorisations are granted by, and obtained directly from, the competent authorities.