Setting Up an Investment / Forex / Broker / Fund Structure in the BVI: Why Zitadelle Advisory Group Is Your Ideal Partner

Why Choose the British Virgin Islands (BVI) for Your Financial Structure

The British Virgin Islands is among the world’s premier offshore financial centres, offering a stable legal regime, tax neutrality, strong confidentiality, and a well-respected regulatory framework through the BVI Financial Services Commission (FSC). Under the Securities and Investment Business Act 2010 (SIBA), any person carrying on “investment business” in or from within the BVI must hold the appropriate FSC license.

For businesses in forex, brokerage, fund management, or investment advisory, operating via a BVI-regulated entity offers credibility, regulatory clarity, and flexibility. But the licensing path can be complex. That’s where Zitadelle Advisory Group (or Zitadelle AG) steps in - guiding you end-to-end from business plan to licence grant to ongoing compliance.

Below we explain how SIBA works, what “investments” and “investment activities” mean, steps and requirements to obtain a license, and sample licensees in the BVI.

Understanding SIBA: What Is Regulated

What Counts as an “Investment”

Under SIBA, “investments” include (but are not limited to):

• Shares, partnership interests, fund interests

• Debentures, bonds, loan stock, certificates of deposit (but not ordinary loans for the supply of goods)

• Instruments entitling subscription to shares / debentures (e.g. warrants)

• Certificates representing investments

• Options (for investments, currencies, precious metals, etc.)

• Futures (if for investment rather than purely commercial hedging)

• Contracts for differences (CFDs) and similar derivative instruments

• Long term insurance contracts or rights in them

• Rights or interests in any of the above

• Investments as defined by regulation from time to time

Importantly, cash and real property (real estate) are not considered “investments” under SIBA.

What Are “Investment Activities”

SIBA governs certain investment activities when performed in relation to “investments.” Each such activity has its own “excluded” carve-outs. Below is a summary:

These definitions and exclusions are drawn from SIBA and commentary in FSC / industry guides.

Excluded Persons (Who May Be Exempt)

In certain cases, a person carrying on what would otherwise be an investment business may be exempt (i.e. “excluded person”). Examples include:

• A company acting only with or for another company in the same group

• A partner in a partnership undertaking investment activities within that partnership

• A director acting on behalf of his company or within the group

• A trustee managing assets of a trust

• An executor or administrator of an estate

• A public, private, or professional fund or recognised foreign fund which is doing business as a mutual fund in BVI (under certain conditions)

These exclusions help avoid regulatory overreach into intra-group operations or fiduciary functions.

License Categories & Structure

Under SIBA, a full “investment business licence” is divided into categories and sub-categories depending on what activities you intend to carry out. Here’s a high-level breakdown:

• Category 1 – Dealing in Investments
   • Sub-category A: Dealing as Agent
   • Sub-category B: Dealing as Principal

• Category 2 – Arranging Deals in Investments

• Category 3 – Investment Management
   • A: Managing segregated portfolios (non-fund)
   • B: Managing mutual funds
   • C: Managing pension schemes
   • D: Managing insurance-related investments
   • E: Managing other classes of investments

• Category 4 – Investment Advice
   • A: Advice excluding mutual funds
   • B: Advice relating to mutual funds

• Category 5 – Custody of Investments
   • A: Custody excluding mutual funds
   • B: Custody for mutual funds

• Category 6 – Administration of Investments
   • A: Administration excluding mutual funds
   • B: Administration for mutual funds

• Category 7 – Operating an Investment Exchange

In addition, there is a lighter regime under the Approved Manager Regulations 2012, tailored for eligible managers/advisers with more limited scale or specific fund linkages. This allows a lower burden of compliance if you satisfy the thresholds (e.g. AUM caps) and act for BVI or foreign funds meeting certain criteria.

Key Requirements & Practical Steps

1. Corporate & Governance Structure

• You must typically have at least two (2) directors.

• Each director and senior officer should have at least 5 years’ relevant experience.

• You need to designate a compliance officer (senior, independent, qualified) within the company.

• The beneficial owners, auditor, and senior officers must satisfy fit & proper criteria.

• Outsourcing (e.g. IT, back office) is allowed, but oversight and governance must remain robust.

2. KYC / Anti-Money Laundering / Due Diligence

Applicants must submit:

• Certified copies of passports (notarized by lawyer, banker, or notary)

• Bank references (addressed to Director, Investment Business, BVI FSC)

• Two character references (addressed similarly)

• Police clearance / certificate

• Resumes / CVs with certificates of professional qualifications

3. Required Documents & Applications

• Form A: Approval of each director / senior officer

• Form B-1: Approval of auditor / actuaries / other independent persons (if not already FSC-approved)

• Business plan: Detailed description of business model, growth forecasts, key personnel, risk controls, IT systems, internal controls, etc.

• Organizational & ownership charts

• Compliance manual

• Undertaking not to redomicile out of the BVI without FSC consent

• Certificate of honesty for directors / beneficial owners

4. Capital / Financial Resources

• There is no fixed statutory minimum capital for all licensees. Instead, the FSC evaluates whether your capital resources are adequate relative to the risk, size, complexity, and business plan.

• In practice, many service providers suggest a benchmark of USD 1,000,000 or more to satisfy FSC thresholds.

5. Timeframe & Process

• A complete application typically takes 10 weeks or more (from submission of all documentation).

• The FSC often returns queries / requests for clarification, so applicant responsiveness is crucial.

• Some applications may extend beyond 8–10 weeks depending on complexity and categories.

• Some sources estimate 3–4 months for approval of an investment business license.

6. Ongoing Compliance / Continuing Obligations

Once licensed, the entity must comply with continuing obligations including:

• Prior FSC approval for certain actions (e.g. changes in ownership, directors, business expansion)

• Timely notification of FSC for specified changes

• Maintaining accurate and auditable records for at least 5 years (even after licence cancellation)

• Segregation of client assets and protective arrangements

• Maintaining capital resources consistent with business risk

• Submitting audited financial statements and regulatory returns

• Keeping governance, internal control, AML, and compliance systems up to date

Examples of Notable Entities in the BVI

Zitadelle AG: How We Help

At Zitadelle AG, we specialize in bespoke structuring and regulatory navigation for clients seeking BVI licensing in forex, brokerage, fund, or investment business. Our services include:

• Feasibility & licensing strategy consultation

• Preparation of business plans, compliance manuals, organizational charts

• FSC application preparation, submission, and liaison

• Staffing support (qualified compliance officers, AML officers)

• Post-licensing support and regulatory compliance

• Ongoing audits, regulatory reporting, modifications, and governance reviews

We ensure you meet FSC expectations, respond quickly to inquiries, and optimize for fast licensing with minimal friction.

FAQ (Frequently Asked Questions)

Q1: Can a BVI company act as a forex broker without an FSC investment business licence?
A: Generally no, if it conducts regulated investment business (e.g. dealing in derivatives, foreign exchange trading as principal or agent), it must hold an appropriate license under SIBA. Some forex activities may fall under derivative / contract for difference definitions, which are regulated.

Q2: What is the difference between a full license and the Approved Manager regime?
A: The Approved Manager regime is a lighter, more streamlined regulatory path for smaller or specialized investment managers or advisors meeting eligibility criteria (e.g. capped assets under management, linkage to BVI or foreign funds). Full licences carry broader scope and higher ongoing obligations.

Q3: How much capital is required to get a BVI investment licence?
A: There is no fixed statutory minimum; capital must be “adequate” relative to risk, size, business plan, etc. In practice, many budget around USD 1,000,000 to satisfy FSC expectations.

Q4: How long does the licensing process take?
A: Typically 10 weeks or more, though more complex applications may take 3–4 months or longer. Much depends on how complete the application is and how promptly queries are addressed.

Q5: Does the BVI FSC publish a list of licensed investment business entities?
A: Yes the BVI FSC maintains a public registry of regulated entities, including in investment business.

Q6: Can I outsource back-office or IT operations?
A: Yes, outsourcing is permissible so long as proper oversight, governance, documentation, controls, and accountability remain within the licensed entity.

Q7: Do non-BVI persons or companies need to reside in or have local presence?
A: You are not required to be a BVI resident to apply, but you must appoint certain key personnel meeting “fit & proper” standards. Also, for some licensees, the FSC may expect a meaningful management presence or an authorized representative in the BVI.

Q8: What about virtual assets / crypto business in BVI?
A: BVI has a separate regime under the Virtual Assets Service Providers Act 2022 (VASP Act), effective 1 February 2023. Entities offering virtual asset services (e.g. exchanges, custody, trading) must register with FSC as a VASP

Get Started Today

Ready to launch your brokerage or crypto platform in one of the world's most business-friendly offshore hubs?

Contact Zitadelle AG today to schedule your consultation and take the first step toward securing your BVI SIBA license.