1. BVI investment funds 4 Large statutory organizational structure
BVI business company (BC)
The vast majority of investment funds are established under the Commercial Companies Act(2004)》Business company established。BC has no concept of “authorized capital”，No initial capital required，Generally, it is only necessary to specify the maximum number of shares to be issued in the articles of association.，Provides great flexibility。
independent portfolio company (SPC)
Suitable for funds using a variety of investment strategies。SPC structures provide “insulation” for each portfolio’s assets and liabilities，Prevent mutual contamination of different investment portfolios within SPC。Existing BCs can also apply to FSC to be converted into SPCs。
limited partnership (ELP)
Passed the Limited Partnership Law(2017)"set up，It is a new idea for single project funds。A silent partner's liability is limited to his or her capital contribution，The general partner assumes management responsibilities and unpayable debts of the business。
private trust company (PTC)
The settlor is established by signing a "trust deed" with the trustee，Mostly due to regulatory requirements、tax or confidentiality considerations。PTC does not require a minimum authorized share capital，No prior approval by the FSC and no appointment of a financial auditor required。
2. Comparison of BVI legal open-end fund types and regulatory standards
| Fund category | Maximum net worth / investor restrictions | Minimum investment amount / life cycle | Statutory regulatory and audit requirements |
|---|---|---|---|
| private equity funds (Private Fund) | No limit to net worth；most 50 investors (or private fundraising) | No starting investment threshold；No limit on life cycle | Audits must be done every year；Audited financial reports are required to be submitted to the FSC。 |
| approved funds (Approved Fund) | Highest 1 billion US dollars；most 20 investors | No starting investment threshold；No limit on life cycle | No mandatory annual audit，However, financial statements must still be prepared and applicable semi-annual and annual filings must be performed。 |
| Incubation Fund (Incubator Fund) | Highest 2000 million dollars；most 20 investors | least $20,000；Survive 2 Year (Can be extended 1 Year) | No mandatory annual audit，However, financial statements must still be prepared and applicable semi-annual and annual filings must be performed。 |
| Professional funds (Professional Fund) | No limit to net worth；No limit on the number of investors | least $100,000 (Except for exempt investors) | Annual audit is required；Professional investors only。 |
| public funds (Public Fund) | No limit to net worth；No limit on the number of investors | No starting investment threshold；No limit on life cycle | Subject to strict regulatory scrutiny，Must audit and provide compliant prospectus。 |
Legal reminder：The flexibility of the BVI is reflected in，If certain conditions are not met，Some funds can apply to the FSC for exemption from appointing a fund manager or custodian.。
3. BVI Private Investment Fund (PIF) [Statutory Compliance Requirements] Established
1. 14Daily registration red line：Private equity investment funds should 14 Submit private investment fund application form to FSC within 1 day (Form IB/PIF-1)，And before receiving the registration certificate, the business can continue to operate for no more than 21 sky。
2. investor restrictions：The memorandum of association must state：Investors cannot exceed 50 name；Or the subscription invitation must be issued privately and in a non-public manner。
3. Executive configuration：Equipped with at least 2 directors (at least one of whom is a natural person)。A "designated person" must be appointed (Appointed Person)"Responsible for managing、Valuation and Segregation of Fund Properties。
4. Prospectus (Offering Memorandum)：This instruction sheet must be submitted。If it cannot be provided，The reasons must be detailed to the FSC on the application form，and explain to investors。
5. Valuation and Audit：A clear valuation policy must be prepared，Conduct a valuation at least once a year；An auditor must be appointed (does not need to be a BVI local auditor)，Submit audited financial statements to FSC annually (applicable to internationally recognized standards such as the United States)。
4. Investment Manager License (Investment Manager) With [approved administrator]
SIBA No. 3 Class investment management license：Unless a statutory exemption or approved administrator regime applies，To carry out fund management business in the BVI, you must obtain a third-party license that is consistent with the actual business. 3 Class investment management license；The specific subcategories and authorities for managing mutual funds are subject to FSC approval.。
approved administrator (Approved Manager)：Application should be submitted at least 7 days before the proposed commencement of business。Qualified applicants can carry out relevant business within up to 30 days from the date of submission and will be deemed to be approved.，FSC can extend it for up to 30 days；If it has not been approved by the expiration date, it must be stopped.。The total AUM limit for private equity and professional funds is US$400 million.，Closed-end funds are capped at $1 billion based on total investor commitments。
Specific obligations of approved administrators：Regulations do not mandate the appointment of auditors，and exempt from the compliance officer and compliance procedures manual requirements under the Financial Services Commission Act；But there must still be at least 2 directors (one of whom is a natural person)、Continuing appointment of authorized representative、Prepare and submit financial statements、Submit annual report before January 31，and fulfill applicable AML/CFT filings。AML/CFT staffing must be confirmed separately in accordance with current rules。
[Complete license exemption]：as trustee of a trust；Providing business to the group as a company director；Providing internal business as a party to a joint venture/partnership；An entity that specializes in providing investment services to other companies within the same group，Complete exemption from license application。
5. A person who qualifies as a [fully exempted license] person under SIBA
1. Exclusively for the same group of companies (group) Other companies within the company that provide investment services；or conduct investment business with other companies within the same group company。
2. as a joint venture (joint venture) one side，Providing investment business to joint ventures or other parties；as a partner in a partnership，Providing investment business to partnerships。
3. as a company director (director)，Providing investment business to the company for which he holds a directorship or other companies in the group to which the company belongs。
4. as trustee of a trust (trustee)，Providing investment business to trusts (excluding trustees of unit trusts and Category 5 "providing investment custody")。
5. Executor or administrator of property；Receiver of company property；Liquidator or trustee of a company。
6. [Statutory procedures and fees] for obtaining BVI private equity fund and manager licenses
step 1：Fund establishment and payment of registration fees
Choose the appropriate organizational form (business company、SPC、limited partnership, etc.)。Pay company registration fee、Stamp duty and first director registration fees，Identify registered office and authorized representative。
step 2：Apply for investment manager qualification and pay application fee
Updated by 2023、The current fee schedule remains unchanged in the 2025 revision.：[Approved Administrator] Application fee USD 1,200、Approval fee $1,800、Annual renewal fee $1,800；[Category 3 Investment Business License] Application fee is US$1,200、Initial license fee $1,800、Annual renewal fee $1,800。Fees may be adjusted，Please check FSC’s latest fee schedule before submitting。
step 3：Submit private investment fund registration with FSC
Submit Form IB/PIF-1 Application、Organizational documents、Resume of natural person director/general partner、Prospectus and Valuation Policy。For incubation funds or approved funds，Operations can begin two working days after FSC receives a completed application。
step 4：FSC approval cycle
The FSC has not committed to a uniform 4 to 6 week cycle for all formal investment business licenses.。The Guidelines for Approved Managers simply state that the FSC will endeavor to process a complete application within 30 days of receipt.；This is not a guaranteed approval period，Actual time depends on application completeness、Supplementary documents and regulatory review。
step 5：2025new regulations：Beneficial ownership and annual financial filings
From January 2, 2025，must be established 30 Submit beneficial owner information within 30 days (changes must be updated within 30 days)。An annual financial filing containing a balance sheet and profit and loss statement is required to be submitted to the registered agent，This declaration does not require auditing。
7. Regulatory Boundaries for Single Project Funds and the BVI / Cayman Difference
Whether a single asset structure falls within the scope of supervision，Depends on specific document、investment arrangement、Redemption rights and whether they constitute collective investment and diversified portfolio risks；Exemption cannot be determined simply because a single item is held，It should be confirmed by the BVI lawyer according to the specific structure。
BVI and Cayman on a single asset、closed-end fund、The rules for auditing and charging are different，Cannot be summarized by fixed old fees or number of auditors。Structural selection should be based on fund definition、Investor rights、An item-by-item comparison of service provider arrangements and current fees charged by regulatory agencies in the two places。
Before investment settlement, you should first confirm whether the fund constitutes a regulated fund or a private investment fund in the BVI.，and meet the corresponding application、14/21Japanese mechanism or accreditation requirements。It cannot be presumed that it can operate unconditionally after signing a document just based on a "single project"。
8. BVI’s Virtual Asset Services Act (VASP) and tokenized funds
VASP Act Regulation：2022In 2016, the BVI promulgated the Virtual Asset Service Providers Act(VASP)，Require virtual asset service providers to formally register with the FSC，Covers virtual asset business license、Consumer protection and anti-money laundering and counter-terrorism financing requirements。
The flexibility of tokenized funds：There is a growing surge in tokenized funds (where investor returns are represented by crypto tokens) in the BVI。Currently, the BVI does not have a separate stringent regulatory regime for cryptocurrencies and tokenized funds.，Provides a proactive and flexible regulatory environment。
9. BVI offshore private equity funds and license core questions and answers (FAQ)
Private equity funds are open-end funds。Its articles of association must state：The number of investors shall not exceed 50 people；Or only issue subscription invitations in a non-public and private manner。It has no minimum investment threshold and no upper limit on the amount raised，However, audited financial reports must be submitted to the FSC annually。
According to SIBA，If you carry out fund management business in the BVI，Unless the business is a statutory exempt activity，or is an exempt person，Otherwise, a certificate issued by FSC must be obtained. 3 Class investment business license，Or apply to become an “approved administrator”。
Application should be submitted at least 7 days before the proposed commencement of business；Qualified applicants can carry out relevant business within up to 30 days from the date of submission and will be deemed to be approved.，FSC can extend it for up to 30 days。The current application fee is $1,200。Regulations do not mandate the appointment of auditors，and exempt from certain compliance officer and procedure manual requirements，But there are still directors、Authorized Representative、financial statements、Annual reporting and applicable AML/CFT obligations。
Can be used for BVI and others 39 permitted jurisdictions (including China、Hongkong、Singapore、Cayman, etc.) private equity funds provide services。Size limit is：The total AUM of private equity and professional funds shall not exceed US$400 million.；Closed-end funds shall not exceed US$1 billion based on total investor commitments.。After exceeding the limit, notification must be made in accordance with regulations and measures must be taken to reduce the limit.、Apply for a formal license or obtain written permission from FSC and other measures。
Statutory exempt persons include：Specialize in providing investment services to other companies within the same group；As a party to a joint venture/partnership that provides internal business；As a director of a company providing business to his or her group；as trustee of a trust；and the liquidator or trustee of the company。
Designed specifically for start-up funds that want to try a certain investment strategy。Starting investment threshold 2 Thousands of dollars，The fund size shall not exceed 2,000 Thousands of dollars，Investors shall not exceed 20 indivual。Survive 2 years (can be extended 1 Year)，No mandatory annual audit，However, financial statements must still be prepared and applicable semi-annual and annual filings must be performed。
Suitable for small strategies or family friends funds。No minimum investment threshold，The fund size shall not exceed 1 billion US dollars，Investors shall not exceed 20 indivual。Different from incubation funds，There is no limit to its duration，No mandatory annual audit，However, financial statements must still be prepared and applicable filings must be made。
Whether a single asset structure falls within the scope of fund supervision，Must be combined with specific documents、investment arrangement、Redemption right and judgment on whether it constitutes collective investment and diversified portfolio risk。It cannot be concluded that FSC registration or audit is not required just because a single project is held.，It should be confirmed by the BVI lawyer according to the specific structure。
BVI private investment funds are required to appoint auditors，But it is not required to be a BVI local auditor；Applicable audit standards and submission deadlines should be confirmed in accordance with current FSC rules。Don’t compare to a fixed number of auditors in other jurisdictions。
2025New regulatory requirements that took effect on January 2，Beneficial ownership information must be kept by the public authority。Must be established in the company 30 Submit information to the Registrar within days，If the information changes，must be informed 30 Update within days。
An annual return containing a simple balance sheet and profit and loss statement must be submitted。The declaration does not need to be audited，No need to follow specific accounting standards，and deposited only with the registered agent，Not available to the public (but copies available from FSC upon request)。
Private equity investment funds should 14 Submit application form to FSC within days (Form IB/PIF-1)，And before receiving the registration certificate, the business can continue to operate for no more than 21 sky。
An SPC is an umbrella fund structure，Employ multiple investment strategies。It provides statutory "insulation" against the assets and liabilities of each sub-fund.，Prevent mutual contamination between different investment portfolios in SPC。
BVI private equity funds must always appoint a designated person，Responsible for managing fund assets、Valuation of fund assets、Storage and isolation。The person may be a partner of the fund、director，Or an FSC licensed independent third party。
2022In 2016, the BVI promulgated the Virtual Assets Act(VASP)，Require virtual asset service providers to register with the FSC。But for tokenized funds，The BVI adopts a proactive and flexible regulatory attitude，There is currently no stringent system that specifically hinders it.。
10. Hong Kong Huitong’s one-stop BVI fund and compliance manager services
Fund entity establishment and structure optimization
Setting up a BVI business company for you、independent portfolio company (SPC) or limited partnership (ELP)。Providing local registered office services、Registration of authorized representative and first director，Pay official seal and government fees。
Drafting of a full set of compliance legal documents
Drafting a charter with statutory disclosures (e.g. private placement 50 person limit)、Prospectus (Offering Memorandum)、limited partnership agreement (LPA) and valuation policy，Ensure full compliance with FSC audits。
Licensing and VASP registration agency
Fully authorized to apply to FSC for SIBA Category 3 investment business license on your behalf、approved administrator (Approved Manager) or International Financial Action Task Force (FATF) Guidelines for Virtual Asset Service Providers License，and process 2025 Annual compliance filing with latest beneficial ownership and financial statements。
11. Relevant regulations、Regulatory information and further reading
| Data category | Related information |
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| Professional interpretation | |
| Legislation and regulatory guidance | |
| Licensing and regulatory authorities | |
| Official regulatory information |
