For Hong Kong-based businesses looking to expand internationally, filling out the BVI Incorporation Form (Form R101) is a crucial first step toward establishing a presence in the British Virgin Islands. Whether your goal is to set up an offshore holding company, optimize your corporate structure, or protect assets through a private investment vehicle, this form is required to ensure your company is legally registered under the BVI Business Companies Act, 2004. The application involves submitting key information—such as your proposed company name, structure, registered agent, and share details—alongside supporting documents like the Memorandum and Articles of Association. This guide is tailored to help Hong Kong companies navigate each section of the form with clarity and confidence, streamlining the process of BVI incorporation.
Content Outline
Key Takeaways
Always use a licensed BVI registered agent — individuals cannot directly file.
Ensure you’ve reserved the company name before submission.
Keep copies of all submitted documents and payment receipts.
Payment is typically made through the agent along with submission.
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1. Company Identification
- (A) BC Number: Leave this blank if this is a new company. It will be issued by the Registry.
- (B) Reservation Number (required): Enter the company name reservation number from the BVI Registry. You must reserve a name before incorporating.
- 2. Transaction Date: Fill in the date you’re submitting this form in DD/MM/YYYY format.
3. Proposed Company Name
- Enter the full legal name of the company, exactly as approved in your name reservation.
4. Agent Name
- Write the full name of the licensed BVI registered agent handling the incorporation. (You must use a licensed agent in BVI to file this.)
5. Agent Address
- Provide the complete address of the registered agent. This becomes the company’s default registered office unless otherwise stated in section 10.
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6. Company Type
- Most common: “Limited by Shares”
- Other options: Limited by Guarantee, Unlimited Company, etc.
7. Company Type 2 – SPC or RPC
- Only applicable if you’re forming a Segregated Portfolio Company (SPC) or Restricted Purpose Company (RPC). Leave blank if not applicable.
8. Authorisation to Issue Shares
Choose one:
- NOT authorised to issue shares: Only for companies limited by guarantee.
- Authorised to issue shares:
- State the number of shares authorized.
- Indicate whether they are par value shares (tick Yes or No).
9. Bearer Shares
- Select Yes or No to indicate if your company can issue, convert, or exchange shares for bearer shares (note: bearer shares are heavily restricted under BVI law).
- If “Yes,” specify the number of bearer shares allowed.
10. Registered Office
- If different from the agent’s address (Section 5), enter it here.
- Leave blank if using the agent’s office.
11. Attachments
Tick the box to confirm you are attaching the Memorandum and Articles of Association, which are required.
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12. Consent (by Agent)
To be completed by the Registered Agent:
- Agent’s name goes in the blank.
- Authorised signatory signs and prints their full name.
- This confirms the agent consents to act on behalf of the company upon incorporation.
13. Additional Requests (Optional)
Check and complete the quantity and fees for any extra certified or duplicate documents:
- Certificate of Good Standing
- Certified Certificate of Incorporation
- Duplicate Certificate of Incorporation
- Certified/Stamped Memorandum & Articles
At the bottom, sum all fees under Total Funds Submitted.
Conclusion
For Hong Kong companies looking to go offshore, completing the BVI company registration form is a critical step in setting up a legally compliant and internationally recognized business in the British Virgin Islands. By submitting accurate company details, selecting the right structure, and working with a licensed BVI registered agent, Hong Kong businesses can ensure a smooth and valid incorporation under BVI law. Once all documents and fees are submitted, incorporation is typically completed within a few business days—opening the door to a tax-efficient, flexible, and globally respected offshore jurisdiction. To avoid delays or rejections, it’s essential to carefully review all information and consult with your agent throughout the process.
