The British Virgin Islands (the "BVI") saw significant changes to its statutory and regulatory regimes at the start of 2025. However, reassuringly, the evidence set out in the BVI Financial Services Commission Statistical Bulletin from Q4 of 2025 (the "2025 Bulletin") indicates that the BVI not only continues to demonstrate its appeal as a leading international financial center for secured finance, but has demonstrated growth and heightened activity throughout 2025.
2025 Bulletin: What do the numbers show?
Company Incorporations
The 2025 Bulletin shows a continued increase in the number of company incorporations, including a 21% increase compared to the number of incorporations from Q4 of 2024.
Name Reservation Applications
Correspondingly, there were more name reservation applications made in 2025 compared to those made in 2024.
Registration of Charges
The 2025 Bulletin also showed a significant increase in the number of applications for registration of charges filed with the BVI Registrar of Corporate Affairs (the "Registrar") in 2025, with each quarter of 2025 showing increased numbers for the same periods in 2024. The data demonstrates a clear upward trend, with Q4 2025 recording the highest quarterly figure in the last three years. This is an important statistic for the jurisdiction, as it shows that BVI companies are not just passive holding companies, but actively involved in transactions, and increasingly so.
Register of Members Filings
Unsurprisingly, there was a dramatic increase in the numbers of registers of members filed with the Registrar. This is primarily due to the statutory changes introduced at the beginning of 2025 which required all companies to file a copy of their register of members.
But why does the BVI continue to be an attractive jurisdiction for offshore financing?
The BVI has always been a popular jurisdiction for offshore finance for many reasons, including:
- Legal stability: the legal system in the BVI is based on English common law and the judiciary and commercial courts are extremely experienced in complex cross-border disputes, providing comfort and predictability for international parties.
- Versatile financial vehicles: the BVI business company, the main entity formed in the BVI, is an internationally recognised corporate vehicle offering commercial flexibility in its ability to have no minimum capital requirement, shares issued at par or with no par value and no requirement for local directors or shareholders. The costs associated with incorporating and maintaining a BVI company are among the lowest compared to other comparable offshore jurisdictions.
- Tax neutrality: the BVI imposes no corporate income, capital gains, withholding or inheritance tax on most cross-border transactions, making it ideal for holding companies and those transacting in international finance.
Another key reason that the BVI proves itself as a popular jurisdiction, particularly for lenders and creditors, is because of its robust security registration regime, the details of which are set out below.
Security Registration Framework
The BVI offers a well-developed dual registration system for security interests. When security is granted by a BVI business company, the secured party should ensure that the security is properly recorded and registered as soon as possible once the security has been entered into and the relevant security document has been executed.
This involves two steps:
Register of charges: There is a statutory requirement under the BVI Business Companies Act (as amended) (the "BCA") for particulars of security to be entered in the company's register of charges, which is maintained either at its registered office or at the office of its registered agent.
The register of charges is a private register and is not available for public inspection. The register should record:
- the date the security was created;
- a short description of the liability secured;
- a short description of the property charged;
- the name and address of the secured party; and
- details of any prohibition or restriction on creating future ranking security.
Register of registered charges: An application may also be made to the Registrar to register the security in the register of registered charges (detailing the same particulars as required in the internally maintained register of charges). This is a public register and is available from the BVI Registry of Corporate Affairs (the "Registry").
It is important to note that this is an optional filing and that there is no obligation to file the original or a copy of the relevant security document.
Why should the optional filing be made?
Constructive Notice
Once the security has been registered in the register of registered charges at the Registry, protection is afforded to the secured party. In particular, pursuant to the BCA, if particulars of the security have been registered then any party will be deemed to have constructive notice of the particulars of the security.
Priority
Whilst registration of security in the register of registered charges is not required in order to protect the validity of the security, registration does however protect priority of the security as a matter of the laws of the BVI.
Once the security is registered in the register of registered charges, such security will have priority over any subsequently registered security or (subject to limited exceptions) earlier unregistered security.
For the above reasons, whilst there are no statutory time limits for registering security, it is prudent and recommended that the security is registered as soon as possible after the security document is executed.
Share security
Security is frequently taken over shares in a BVI business company. In this situation, it is common practice for the secured party to require that a notation be entered on the register of members of the relevant BVI company, reflecting the fact that the shares are secured in favour of the such secured party. The updated register of members is then filed with the Registrar. For the benefit of the secured party, it is recommended that when the updated register of members is filed, it is filed on the basis of being made publicly accessible pursuant to section 43A of the BCA.
Conclusion
The statistics set out in the 2025 Bulletin paint a compelling picture. Increased company incorporations, a rise in name reservation applications and crucially, growing numbers of registered charges all point to a jurisdiction that is not merely weathering regulatory change but thriving in it. For lenders and financial institutions in particular, the BVI's combination of tax neutrality, a familiar common law framework, cost-effective and flexible corporate vehicles and a clear, well-established security registration regime continues to offer a powerful proposition.
The introduction of enhanced transparency measures, including the requirement to file registers of members, has been met with strong compliance and rather than diminishing the BVI's appeal, these reforms serve to strengthen confidence in the jurisdiction's regulatory credibility. The data confirms what practitioners have long understood: the BVI remains one of the most attractive and reliable offshore jurisdictions for secured finance and its position in the international financing landscape shows no sign of weakening.
Should you have any questions on the content of this advisory or wish to discuss how Walkers can help you, please do not hesitate to reach out to your usual Walkers contact or one of the team below.
