Does BVI Company Need A Secretary?

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Does BVI Company need a secretary? The BVI company secretary is an “officer” of the company, just like the Director. They play a significant role on the management team and are in charge of many different tasks. Because of this, a flexible and resourceful person would be required for the corporate secretary position.

Does BVI Company Need A Secretary

Making sure the business follows all monetary, legal, and regulatory requirements is one of the BVI company secretary’s primary responsibilities. They are in charge of the administrative tasks associated with stocks and stock trading, as well as communicating with and contacting shareholders.

That is why many businesses decide to employ secretaries. Directors will have less administrative work to do as a result, freeing them up to concentrate on the growth of the company.


According to the guidelines for a BVI offshore corporation, the choice to select a company secretary is a voluntary one.

For BVI enterprises, secretarial services can be quite important. They frequently refer to the local management of the business, the creation of various corporate papers, and the timely and legal submission of tax returns, as appropriate.

The company secretary in the British Virgin Islands will serve as the company’s point of contact, handle its fundamental communications, and can be designated to take care of its signing duties.


  • Identify a suitable candidate – The first step is to identify a candidate who is qualified and experienced to act as the company secretary. The company secretary must be a natural person and can be a resident or non-resident of the BVI.
  • File the appointment with the Registrar of Companies – Once the candidate has provided their consent, the appointment must be filed with the Registrar of Companies in the BVI. This can be done by filing a form called the Appointment of Secretary (Form R2.8) with the Registry of Corporate Affairs.
  • Update the company’s register – The appointment of the company secretary must also be recorded in the company’s register of directors and officers. This register should be kept up to date and made available for inspection by shareholders and other authorized persons.
  • Provide the company secretary with relevant information – Once the appointment has been made, the company secretary should be provided with all relevant information, including the company’s articles of association, memorandum of association, and any other relevant documents. They should also be informed of their duties and responsibilities and provided with any necessary training or support.


For those who establish an offshore company in the British Virgin Islands, secretarial services will mostly relate to the ongoing operations of the firm after formation. Some of these are included in the list below:

  • Administrative services, including managing day-to-day administrative tasks, taking care of mail and calls, setting up meetings, and managing other business-related issues.
  • Filing services: producing annual returns, assisting with document submission, or, as necessary, collaborating with the designated accountant to streamline the procedure.
  • Services for corporate changes: The secretary can, if necessary, be the one to create the paperwork and manage the procedures for changing the firm.
  • Compliance supervision: ensuring that the business complies with all of the requirements, including annual submissions, payment of fees, and following the relevant local laws.

Once hired, the secretary will play a crucial part in the day-to-day operations of the business and manage a variety of tasks, some of which are crucial for the survival of the organization. 

For instance, the company secretary can help with the preparation of all necessary paperwork for changing the company name or for carrying out other business-related changes, such as selecting new directors or altering the registered office. (to another location in BVI, as the registered address needs to be based in the Islands). Investors should be aware that in the BVI, the registered agent and secretary are distinct individuals.

BVI company incorporation is governed by BVI Business Companies Act.

Typically, more administrative responsibilities are demanded of a business secretary. 

The following tasks are particularly important among these specific ones:

  • Health and Safety
  • Data protection
  • Human rights
  • Cyber security
  • ensuring that the business operates correctly and in accordance with the law in each of its several jurisdictions.
  • authenticating business records and checking rental agreements, service contracts, and contracts for commercial equipment.
  • managing employee share option plans, insurance, pensions, and payroll.
  • Issuing share and loan stock certificates.
  • Registration for VAT. 
  • The company secretary is also responsible for the fiduciary obligations, which include:
  • Duty of loyalty requires the secretary to behave honestly and in the business’s best interests;
  • obligation not to make unlawful gains. They must give an explanation for every such profit;
  • duty to carry out their responsibilities with care, skill, and diligence;
  • They have a responsibility to keep their own interests and those of the business separate.

Reach out to us at Relin Consultants for further assistance.


Is it mandatory for a BVI company to have a company secretary?

No, it is not mandatory for a BVI company to have a company secretary. The appointment of a company secretary is optional and at the discretion of the company’s directors or shareholders.

What are the roles and responsibilities of a company secretary in a BVI company?

If a BVI company chooses to appoint a company secretary, the roles and responsibilities of the company secretary would be defined by the company’s bylaws or by a separate service agreement. The duties of a company secretary may include maintaining statutory records, preparing and filing documents, handling compliance matters, and assisting with corporate governance and administrative tasks.

What are the benefits of having a company secretary in a BVI company?

While not legally required, appointing a company secretary can provide expertise and assistance in managing corporate governance matters, maintaining proper documentation, and ensuring compliance with local laws and regulations. A company secretary can also help relieve some administrative burden from the directors and shareholders of the BVI company.

Can a director also serve as a company secretary in a BVI company?

Yes, a director of a BVI company can also serve as a company secretary, as long as the company’s bylaws or service agreement allow for it. However, it’s important to ensure that the director has the necessary qualifications and can fulfil the responsibilities of both roles effectively.

Can a BVI company appoint a foreign individual or entity as a company secretary?

Yes, a BVI company can appoint a foreign individual or entity as a company secretary, as long as the appointed person or entity is capable of fulfilling the roles and responsibilities of a company secretary under BVI laws and regulations.

What are the potential consequences of not having a company secretary in a BVI company?

Without a company secretary, the company would need to ensure that it fulfils all its statutory obligations and administrative tasks in accordance with BVI laws and regulations. This may result in additional responsibilities falling on the directors and shareholders of the company, and may require the company to allocate additional resources or seek professional assistance to handle administrative and compliance matters effectively.

Can a company secretary be held liable for the actions of the company?

Yes, a company secretary can be held liable for any breach of duty or negligence in the performance of their duties. It is therefore important for the company secretary to carry out their duties diligently and in accordance with the law.

Can a BVI company appoint a corporate body as its company secretary?

Yes, a BVI company can appoint a corporate body as its company secretary. However, the corporate body must have a physical presence in the BVI and must be authorised to provide company secretarial services in the jurisdiction.