Beneficial Ownership Registers for
BVI Business Companies and
Limited Partnerships

Atrium BVI
BVI Limited Partnerships

A limited partnership is a business structure in which one or more general partners manage the operations and bear unlimited liability. In contrast, limited partners share in the partnership’s income and profits but their liability is restricted to their investment. These limited partners do not take part in the management and remain passive participants in the business.

The principal statutes governing the formation and operation of Limited Partnerships (LPs) in BVI

The Limited Partnership Act, Revised Edition 2020 (as amended, the LP Act), establishes the legal framework governing the formation, management, and dissolution of limited partnerships (LPs) in the British Virgin Islands (BVI). According to the LP Act, an LP is formed through a limited partnership agreement and, by default, is granted separate legal personality unless the general partners opt out before the registration process is completed.

The Limited Partnership (Amendment) Act 2024 introduced significant updates aimed at improving transparency and ensuring compliance with international regulatory standards. Below is a brief overview of the key amendments:

Register of Limited Partners
Limited Partnerships (LPs) are now mandated to submit and maintain a register of their limited partners with the Registrar of Limited Partnerships. This register is confidential and not available for public inspection.

Beneficial Ownership Register
LPs are also required to create and maintain a register of their beneficial owners.
Beneficial owners are individuals who:

Directly or indirectly own or control 10% or more of the LP’s shares or voting rights, or
Exert significant influence or control over the management of the LP.
This requirement does not apply to regulated funds.

Financial Annual Return (FAR)
LPs must now submit a financial return on an annual basis.
This requirement brings LPs in line with the recent financial reporting obligations introduced for BVI companies.

Economic Substance
LPs with legal personality that engage in relevant activities—such as fund management, holding company operations, shipping, finance, and leasing—are subject to the BVI’s economic substance rules. These LPs must demonstrate that they have adequate economic presence in the BVI, including physical operations or management activities conducted within the territory.

If you are establishing or overseeing a BVI Limited Partnership, these legislative updates outline your key legal and compliance responsibilities. Collectively, the changes are designed to align the BVI’s regulatory framework with global standards and promote greater transparency in the operation of limited partnerships.

What is a BVI Limited Partnership?

A BVI Limited Partnership (LP) is established through the registration, re-registration, or continuation of a partnership under the Limited Partnership Act (LP Act), involving at least one general partner and one limited partner.

Limited partners generally benefit from limited liability concerning the partnership’s debts and obligations, except in specific circumstances;
The LP is considered a legal entity unless the general partner(s) opt to register it without legal personality; and
It can be created to engage in any lawful business or activity, whether for profit or not, within the BVI or internationally.

Opening a BVI Limited Partnership

Documentation
To register a Limited Partnership (LP) in the British Virgin Islands (BVI), the proposed registered agent must submit an application to the Registrar of Limited Partnerships. This application must include:

• A registration statement, signed by each general partner, containing specific required details such as the LP’s name, duration, registered office and agent, the names and addresses of all general partners, and—if applicable—a declaration that the LP will not possess legal personality;
• A consent letter from the designated registered agent;
• Any other documents required by law; and
• Payment of the registration fee (currently set at US$750).

The registration statement becomes part of the public record.

Name Requirements
An LP’s name must end with “Limited Partnership” or use the abbreviation “L.P.” or “LP.” Certain words are restricted, and the Registrar may reject a name or require a name change if it does not comply with the LP Act’s naming conventions.

Registration Process
Once the Registrar is satisfied that the application complies with the LP Act, the LP is officially registered in the Register of Limited Partnerships. It is then assigned a unique registration number and issued a certificate of registration. The LP is considered legally formed as of the date on the certificate.

Legal Personality and Capacity
By default, a BVI LP is granted legal personality unless the general partners specifically opt out in the registration application. This election—once made or omitted—is permanent. The LP Act clarifies that LPs with legal personality are not considered corporate entities.

An LP with legal personality has the authority to engage in any lawful business or activity, enter into contracts, and perform other legal acts, in accordance with the LP Act. If the LP is registered without legal personality, its ability to act is governed by the provisions in its limited partnership agreement, as the LP Act does not explicitly address such cases.

Limited Partnership Agreement
All LPs must have a written limited partnership agreement that outlines the mutual rights and responsibilities of the partners. This agreement may also govern the LP’s business operations and internal affairs.

A model limited partnership agreement (the “Model Agreement”) is provided under the Limited Partnership Regulations, Revised Edition 2020. This Model Agreement automatically applies upon registration unless the partners adopt a separate agreement that overrides, modifies, or contradicts it. In practice, LPs often begin with a brief, adapted version of the Model Agreement and later replace it with a more detailed, transaction-specific document.

The limited partnership agreement is not filed with the Registrar and remains confidential.

Limited Partnership Structure

A BVI Limited Partnership is composed of two main roles:

General Partner (GP) – The general partner oversees the partnership’s daily operations and management. They bear unlimited liability for the partnership’s debts and obligations.

Limited Partners (LPs) – Limited partners invest capital into the partnership and share in its profits, but they do not take part in managing the business. Their liability is restricted to the amount they have contributed.

This arrangement offers considerable flexibility, making it a popular choice for investment funds and joint ventures due to its combination of liability protection for limited partners and operational control for the general partner.

General partners – Role and duties

A limited partnership must always include at least one general partner. If, at any point, the partnership no longer has a general partner, a new one may be admitted within 90 days (or a shorter period if specified in the limited partnership agreement) from the date the last general partner ceased to hold that role.

General partners are jointly and severally responsible for the partnership’s unpaid debts and liabilities incurred during their tenure. Unless the partnership agreement states otherwise, a general partner’s liability arises only when the limited partnership is unable to meet its obligations.

Only general partners are permitted to manage or conduct business on behalf of the partnership. If a limited partner becomes involved in management, they may be held liable—similar to a general partner—by any third party who (a) knew of the limited partner’s involvement in management at the time the liability was incurred, and (b) reasonably assumed, based on the partner’s conduct, that they were acting as a general partner. However, engaging in activities listed under the safe harbour provisions (as referenced in section 2.4 above) does not count as management participation.

A general partner is expected to act in good faith and, unless the partnership agreement states otherwise, in the best interests of the partnership. This general duty allows a general partner to participate in other partnerships without creating a conflict of interest, provided they continue to act in good faith.

A general partner is not obligated to contribute capital to the partnership unless the agreement specifies otherwise, although they may choose to do so.

The general partners are also required to maintain registers—either originals or copies—at the office of the partnership’s registered agent. These must include details such as each partner’s name and address, the dates they joined and exited the partnership, and information about their partnership interest.

A partner’s contribution can consist of assets or services but does not include any funds loaned by the partner to the limited partnership.

Limited partners – Role and duties

A limited partnership is required to have at least one limited partner.

Unless otherwise stated in the limited partnership agreement, a limited partner (a) may choose to contribute capital to the partnership but is not obligated to do so, and (b) does not act as an agent of the partnership, any general partner, or other limited partners, and therefore lacks the authority to bind them in any capacity.

BVI LP Annual Fees

Limited Partnerships listed on the Register as of December 31 each year are required to pay their annual fees to the BVI Registry by April 30 of the following year. If payment is not made by April 30, penalties will start to accumulate from May 1, and failure to settle the fees may result in the LP being removed from the Register.

BVI Limited Partnership
Tax Treatment

One of the key benefits of using a BVI limited partnership instead of a company is the unique tax treatment afforded to partners. Non-BVI limited partners receive a tax exemption, meaning they are not subject to any taxation. Additionally, as limited partners, they benefit from limited liability protection.

The British Virgin Islands (BVI) is a popular jurisdiction for setting up business entities due to its attractive tax policies and flexible corporate frameworks. Among these, the BVI Limited Partnership (LP) is widely favored, especially in private equity, investment funds, and joint ventures. Below is an overview of its tax framework, highlighting important exemptions and advantages-

Taxation of BVI Limited Partnerships

No Income Tax: The British Virgin Islands (BVI) does not impose income tax on profits, capital gains, or dividends for entities such as limited partnerships. As a result, any income earned by a BVI LP—whether through trade, investment, or business activities—is exempt from BVI taxation.
No Capital Gains Tax: The BVI also does not charge capital gains tax. This is a major benefit for investors, as profits from the sale of assets, including shares and real estate, are not subject to taxation in the jurisdiction.
No Withholding Tax: Dividends, interest, and royalties paid by a BVI entity are not subject to withholding tax, making the BVI an attractive location for cross-border business transactions.
No Estate or Inheritance Tax: The BVI does not apply estate, inheritance, gift, or wealth taxes, offering additional flexibility for individuals and families in managing and transferring wealth.
No VAT or Sales Tax: There is no value-added tax (VAT), sales tax, or similar consumption taxes in the BVI, allowing businesses to operate without concerns over indirect taxes on their sales or services.

Exemptions and Special Provisions

No Tax Filing Requirements: In the BVI, companies and partnerships are generally not required to file tax returns. Although there are some statutory obligations—such as paying annual fees and maintaining proper records—there is typically no need for annual corporate tax filings, which significantly reduces compliance responsibilities.
Exempted Entity Status: The BVI grants “exempted entity” status to entities, including limited partnerships, formed primarily to conduct business outside the jurisdiction. This status exempts such entities from BVI taxation on their global income and from the application of general BVI tax laws.
International Business Companies (IBCs) and Limited Partnerships: Many BVI LPs operate in conjunction with International Business Companies (IBCs), which enjoy numerous tax and regulatory exemptions. IBCs are frequently used for holding assets, managing international business activities, or running investment funds. Additionally, the BVI does not charge capital duty or stamp duty on the transfer of IBC shares, enhancing its appeal for cross-border transactions.

Economic Substance Rules

Although the BVI provides tax exemptions, it is important to recognize that BVI entities, including limited partnerships, are subject to Economic Substance (ES) requirements introduced in 2019 under the BVI International Tax Authority (ITA) regulations. These rules were established in response to international efforts aimed at preventing harmful tax practices and ensuring that entities operating in the BVI have genuine economic activity rather than being used solely for tax avoidance.

Under the Economic Substance Act, certain business activities must demonstrate a significant physical presence within the BVI. These Core Income-Generating Activities (CIGA) include sectors such as banking, insurance, fund management, and holding companies. Limited partnerships engaged in these activities must comply with Economic Substance obligations by maintaining:

A tangible physical presence in the BVI;
At least one qualified director who resides in the BVI;
Adequate local employees and office facilities;
Additional requirements relevant to the specific business activity.

Non-compliance with the Economic Substance regulations can lead to penalties, fines, or even the loss of the entity’s legal status.

Other Relevant Exemptions

Transfer Pricing – The BVI does not impose transfer pricing regulations or controlled foreign corporation (CFC) rules. This simplifies the management of international corporate groups by reducing the need to comply with complex tax requirements.
No Stamp Duty on Capital Contributions – Capital contributions made to a BVI limited partnership are exempt from stamp duty and capital gains tax in the BVI, enhancing the tax efficiency of utilizing the BVI LP structure.

Benefits of a BVI Limited Partnership

Tax Neutrality – One of the key benefits of a BVI limited partnership is its tax-neutral status, allowing businesses to organize their activities without concern for income tax, capital gains tax, or other local taxes.
Confidentiality – BVI limited partnerships are not required to publicly disclose the identities of their partners, providing a high level of privacy for investors.
Flexibility – The BVI LP offers a highly adaptable structure, making it well-suited for joint ventures, investment funds, and private equity ventures.
Cost-Effectiveness – Maintaining a BVI LP involves low annual fees, with minimal reporting obligations aside from compliance with economic substance requirements.

BVI Limited Partnerships
Most Relevant uses

A British Virgin Islands (BVI) limited partnership (LP) is a versatile legal entity commonly utilized for private investment purposes. The scope of its activities is typically governed by the partnership agreement and generally unrestricted unless specifically limited by law. However, due to the favorable legal, tax, and regulatory environment, certain types of activities are particularly well-suited for BVI LPs.

Key Activities Commonly Undertaken by BVI Limited Partnerships:

Private Equity and Venture Capital Investments
BVI LPs are frequently used to pool capital from investors to invest in startups or private companies. They provide limited liability protection for limited partners and benefit from tax neutrality, making them ideal for private equity structures.

Hedge Funds and Investment Funds
These entities manage pooled investment funds engaged in trading securities, derivatives, or other financial instruments. BVI LPs offer flexibility in profit distribution and management, along with a regulatory framework that is simpler than many other jurisdictions.

Joint Ventures
BVI LPs serve as an effective structure for two or more parties collaborating on a business project without creating a corporation. The partnership agreement can be customized to define governance, profit sharing, and exit mechanisms.

Holding Companies / Asset Holding
Limited partnerships in the BVI are commonly used to hold shares, intellectual property, real estate, or other assets. Their benefits include asset protection, confidentiality, and estate planning advantages due to low regulatory demands and tax neutrality.

Family Offices and Wealth Management
BVI LPs are well-suited for managing assets and investments on behalf of high-net-worth individuals or families. They provide privacy, governance control, and efficient tax planning options.

Real Estate Investment
Using a limited partnership structure for real estate investment allows investors to enjoy limited liability and efficient return structuring, particularly for cross-border transactions.

Securitization and Structured Finance
BVI LPs are often employed in securitization and structured finance deals to hold and manage underlying assets. The jurisdiction’s tax neutrality and minimal regulatory interference make it ideal for such cross-border finance activities.

Regulatory Considerations
If a BVI LP engages in regulated activities, such as offering investments to the public or managing funds, it may need to obtain a license under the Securities and Investment Business Act (SIBA) or register as a Private or Professional Fund with the BVI Financial Services Commission (FSC).

Key Advantages of BVI Limited Partnerships

Tax Neutrality – The BVI does not impose income tax, capital gains tax, or withholding tax.
Confidentiality – The identities of partners remain confidential and are not made public.
Flexible Structuring – The partnership agreement can be tailored extensively to suit specific needs.

There is no obligation to appoint local directors or maintain a physical office in the BVI.

Regulatory Considerations

If a BVI limited partnership engages in regulated activities, such as public investment offerings or fund management, it may need to obtain a license under the Securities and Investment Business Act (SIBA) or register as a Private or Professional Fund in accordance with the rules of the BVI Financial Services Commission (FSC).

What Atrium BVI can do for you

The BVI offers one of the most favorable tax environments for limited partnerships. With no income, capital gains, or withholding taxes, BVI LPs provide a highly tax-efficient structure for international business and investment activities. Nonetheless, compliance with Economic Substance requirements is essential when carrying out certain core income-generating activities.

Atrium BVI offers incorporation and ongoing support services for both general and limited partnerships, as well as International Business Companies (and their successor, the BVI Business Company), which can serve as the corporate general partner for member partners. We also provide registered agent and registered office services for all partnership types, along with comprehensive administration support including banking and accounting services.