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Coddan CPM Ltd. – Company Registration Agent in the UK
Home Incorporate in Offshore BVI Company Limited by Guarantee in BVI

BVI Non-Profit Company Formation from £3,000, Register of an Off-Shore Non-Profit Company in BVI is Fast and Easy!

Company limited by guarantee formation in British Virgin Islands: Coddan is a firm with a wealth of experience in helping clients with company formation and company registration in offshore countries, like the British Virgin Islands, and the UK), USA and Ireland offering online offshore company incorporation.
We use our expert knowledge, and all-encompassing experience of business and offshore company's set up structures to provide professional, rapid, and efficient service. Our squad of consultants are always pleased to assist our clients with inquiries related to the establishment and maintenance of non-profit BVI offshore company limited by guarantee. On our web site, you can use a number of valuable tips and information, as well as BVI non-profit company formation benefits, which will help you to know what to consider when deciding on the perfect structure to use and how to maintain it.

BVI Non-Profit Company Formation


  • Free company start-up email support
  • Free professional advice via the phone
  • Free face-to face consultation at our office
BVI Non-Profit Company Start-Up


  • Starting a new business in 3 days
  • Pre-incorporation support
  • Post-formation support & advice
Our BVI Non-Profit Companies Formation Packages



This BVI non-profit company formation package is for customers, who require to form an off-shore non-for profit company with a registered office address. The formation of a non-profit company takes 3 days.

The following items are included in to this offer:

    • The certificate of incorporation, the memorandum & articles;
    • The company's registers, membership' certificates & meeting of the board of directors;
    • The registered office address in BVI;
    • Additional services are available.



This is one of the very favorite BVI non-profit company formation packages for customers, who wish to appoint a nominee director in order to maintain the anonymity, & free consultation.

This BVI company limited by guarantee formation offer includes all services mentioned in the first option, plus the following:

  • The provision of a nominee director;
  • The signed power of attorney;
  • The signed, undated resignation letter from a nominee director;
  • The agreement for the provision of the nominee service.



This is one of the most popular BVI company limited by guarantee formation packages for customers, who wish to appoint a nominee member as an additional to the nominee director, & free consultation.

This BVI non-profit company registration offer includes all services mentioned in the second option, plus:

  • The provision of a nominee member service for one year;
  • The declaration of trust dully signed by a nominee member;
  • The certificate of the beneficial owner.



This is the most optimal BVI non-profit company formation package in the market for such customers, who wish to legalise all corporate documents by a notary public and certify them by the apostille stamp.

This non-profit company formation in BVI offer includes all services mentioned in the third option, plus:

  • The certification of all corporate documents including the power of attorney by a notary public;
  • The final verification of documents by the Apostille;
  • Additional services are available.

Register in BVI as a Company Limited by Guarantee & Form a Company Limited by Guarantee in BVI

Our fully trained, proficient and efficient staff will help you begin your own non-profit BVI company without a hassle, waste of time and excess paperwork with red tape tangles. If you need quality information and some practical guidance on the process of setting up and running a non-profit company in the British Virgin Islands, we can help you and offer a greater standard of support and counsel than any offshore BVI non-profit company incorporation agency. Our team of consultants and professionals can get a tax-free company registered from the ground up on our online site.

We understand that all individual organizations have their own special set of resources and state of affairs which the company structure will have to channel. The appropriate BVI non-profit company structure will show the difference between getting good and great results. We can also equip you with necessary assistance to help you as you set up your dream BVI non-profit company, or charitable company in only a couple of days.

We provide various offshore incorporation packages with different options which depend on your business needs. Every package offers a complete formation of BVI company limited by guarantee, and it is normally ready to start trading within a few days.

Establish a BVI Non-Profit Organisation, Setting Up a Company Limited by Guarantee Online

Create BVI Company Limited by Guarantee

The British Virgin Islands non-profit entities incorporation bundles offer excellent results for the individuals who are just taking the first step in their business or smaller companies with budgets that won't stretch down to bespoke business solutions. We have no dumbfounds and hidden charges, - the offer you see is what you will pay for. We can also assist our customers with their special needs or requirements, and with tailor-made packages that will suit their personal needs and requirements. If you pick us as your offshore non-profit corporate service provider, you will enjoy the services of our team of skilled advisors.

Main Uses of the BVI Non-Profit Company

Main Uses of the BVI Non-Profit Company

The British Virgin Islands non-profit company registration documents are submitted electronically, and this allows us to give you a streamlined service and eliminate the need to complete numerous paper forms, sign, and certify by either a solicitor or notary public.

We handle business formation and also business administration. Since 1993, we have technologically advanced, and we sustained an excellent international reputation as the best service providers of the highest quality incorporation solutions and advice for clients.

BVI non-profit companies are most often created by non-profit organizations like sports clubs, membership organization and workers' co-operatives, whose owners want to have the advantage of a limited financial liability.

A BVI non-profit company is limited by guarantee and doesn’t have any shares as well as shareholders (like the quite common limited by shares formation) but is owned by the guarantors who all agree to pay an amount of money towards all company debts. A BVI non-profit company limited by guarantee is typically owned by individuals and corporate bodies who are known as "guarantors". The guarantors do not have shares in the company and, they also do not take any profits from the company. The owners of a BVI non-profit company limited by guarantee must agree to pay a certain sum of money, called a "guarantee", that if the company incurs any debts or becomes insolvent, they will pay in its stead.

Guarantors can surely take a part of company profit for themselves, but a lot of the time, this doesn't happen because the limited by guarantee companies are typically set up for only non-profit purposes. This implies that all the money gotten by this type of enterprise is kept within the business or perhaps used to promote the non-profit purpose and activities of the company.

If the guarantors actually keep any of the profit for themselves, then the company can no longer be deemed a "non-profit" company, and it will be disqualified from the charitable status. There is nothing preventing someone from setting up this sort of company to run their profit-making business where the guarantors can keep the profits, but the limited by shares structure just makes more sense for this purpose.

In addition, there will generally be an absence of profits dispersed to the guarantors as it will be re-invested to help sponsor the non-profit goals of the company. If the profits are disseminated to the owners, then that company has to forfeit its right to be deemed a non-profit or even apply for the charitable status.

A majority of companies that are limited by guarantee are registered by non-profit organizations like workers’ cooperatives, sports and social clubs, and unions. If you incorporate a business for the purpose of making money for promoting or furthering the aims of a business alone, instead of taking profit for yourself, you should set up this kind of company.

It encompasses a pretty wide range of organizations. Also, any religious organization, including the established churches will have to register just like all schools and colleges. A few organizations such as the Rotary Club, Lion's Club, and other sporting associations will be included under the phrases "social or fraternal". However, the organizations which work for the public good will probably fall in this category. This will include, for instance, VISAR and the Historical Society. Debatably it can also include a few Government bodies (such as the Law Reform Commission).

Why Register a Company Limited by Guarantee in BVI

Register a Company Limited by Guarantee in BVI

Companies limited by guarantee in BVI are mostly used for charity purposes, community projects, societies, clubs, and other similar bodies. All guarantee companies are unarguably not-for-profit companies. This implies that they do not dispense their profits to the company's members, but they either retain them in the company or use the profits for some other purpose, particularly, furthering the non-profit goals and objectives of the company. Most of these companies need their company's articles to be drafted for this particular organization, and it is the main specialized work to be done.

Why register a company limited by guarantee? The primary reason for a charity, or perhaps a community project to be incorporated as a company limited by guarantee is this: to protect the individuals who started the company formation and company registration process. It also protects those who run the company from any personal liability for any the company's debts, like as a business can be set up as a corporate body which is limited by shares for a similar reason. Sometimes the funding bodies, like the local authorities, insist that an organization should be registered properly as a company limited by guarantee.

Limited liability: when a charity, club or community project is not registered as any sort of company, then the individuals running it (usually the management committee or any other similar body) may be held personally liable for any of its unpaid debts. This can prove to be a real risk. Some sports clubs, charities, and community groups can be extensive enterprises, and have liabilities that cannot quickly be turned off. They might also have leasehold premises, hire people, have some equipment on their finance contracts, etc.

If the company income does not solve these outgoings, then the organization might become insolvent, and the individuals running it or managing it (though not typically the company members at large who aren't on the committee) will be made individually liable for that shortfall. This may happen due to unforeseen and ill-fated circumstances, such as a sudden pulling out of financial support from a major funder or body like the local authority.

With a regular company, conversely, the company in itself is a distinct legal entity and it, and not the individuals who own or run it, can be liable for any of its debts. In a company which is limited by shares, the liability of the shareholders is limited to the amount each shareholder agrees to pay for the shares allocated to them. In the company limited by guarantee, liability is limited only to the amount of guarantee set out or indicated in the company's articles. Most of the times, £1 is the number.

In both the company limited by shares and the limited by guarantee, the individuals running the company (or the directors) can only have any personal liability for the debts of the company if they have been previously adjudged as guilty of wrongdoing, like wrongful or fraudulent trading for example.

Benefits to Register a Company Limited by Guarantee in BVI

Create Company Limited by Guarantee in BVI

Companies limited by guarantee in BVI are most often set up by non-profit organizations like the sports clubs, membership organizations and workers' co-operatives whose owners want to enjoy the benefit of a limited financial liability.

The company which is limited by guarantee doesn't have shares or even shareholders as the common limited by shares company structure but is owned by persons called guarantors who guarantee to pay a particular amount of money for company debts as they arise.

In addition, there will be no profits dispersed to the guarantors since they will be re-invested to assist in promoting all the non-profit goals of the company. When any profit is distributed to the company's owners, then such a company will forfeit the right to apply for the charitable status.

This company structure is befitting for only non-profit uses, and the benefits include: -

Guarantors instead of shareholders: a company which is limited by guarantee is a private limited company which has guarantors instead of shareholders like the limited liability companies, so it's quite suitable for all voluntary organizations. Charity organizations benefit more from this structure, and they use proceeds to further the goals of the company. The members of such a company agree to pay an amount known as the guarantee towards all the company’s debts in the event that it goes into liquidation.

Separate legal entity: the company limited by guarantee is a clear legal entity, implying that separate from the individuals involved in its registration and daily running – and can hold their property, as well as enter into leases and any other contracts, and employ people, etc., in its name. In short, this company has a similar advantage to the company limited by shares in this regard. It does not matter that the directors of the company change or die or retire because it's the company and not its directors that hold the title to land, and enter into contracts, etc. however, most jurisdictions require that all changes must be sent as a notice to the relevant authorities.

A more stable structure: a company which is registered, generally, is regarded by all funding bodies and public agencies alike as a more "stable" structure. The same applies to a company which is limited by guarantee; it is seen and regarded as a stable and reliable structure than a mere voluntary association. The "limited" status naturally builds trust and confidence among the funders and investors and this type of specialized credibility is valuable and will help the company to achieve its goals more efficiently.

Protection from liability: the law well protects the personal finances and assets of all the company's guarantors. The guarantors will only be liable for paying company debts and not debts from other angles. They will pay the amount of their guarantees alone.

The members of such a corporate structure enjoy the benefits of a separate entity from its members, and they only guarantee the company in the event of liquidity.

Disadvantages of a Company Limited by Guarantee in BVI

Incorporate Company Limited by Guarantee in BVI

In the British Virgin Islands, a company limited by guarantee can be formed for the purpose of carry out business to further a social goal. This company has a couple of benefits and has its own disadvantages as well. Individuals interested in company formation or company registration of a company limited by guarantee in BVI and they include: -

No share capital: it is a requirement that a company limited by guarantee mustn't have a share capital. The fact that this company limited by guarantee can't have a share capital can limit its fund-raising capacity. It can do so simply because it can't issue shares to companies and individuals who support it and join it. For this singular reason, some projects which are not fundamentally profit-motivated are incorporated as companies limited by shares. A lot of such companies enforce subscriptions as well as a joining fee for new members who wish to join. A guarantee company can make arrangements to borrow money and can issue debentures or a debenture (loan) stock.

Since there are no shareholders in such as company, it is not possible to have a company limited by guarantee in a way that the company having a share capital is held by its shareholders. However, members of a guarantee company control the company's affairs, in the same way that the shareholders control the share company, but the guarantors do not hold any shares or security in the company which they can sell off to another for a profit.

"Not for profit": no firm limited by guarantee is prohibited from distributing the profits by the governing law or any other law. However, it is normal for restrictions to be placed on profit distribution in the articles of such a company. The restrictions will typically apply both to profits as the company is operating and to the distribution of assets (after reimbursing creditors) in the event of winding up of the company.

Strict regulations: there is an obligation to notify the relevant bodies of any change in directors, a company secretary, registered office. Correspondingly, annual accounts, as well as annual returns, must be filed. Other stiffer regulations include the member's meetings. There are different statutory requirements to be followed when conducting members' meetings and other meetings.

Higher incorporation costs: the setup costs for companies limited by guarantee can be much higher than managing for a mere voluntary association or perhaps a trust. Also, the annual costs are relatively higher, especially if the chooses to use a company secretary and where a formal audit is needed.

Stringent registration procedures: in companies limited by guarantee, there are more formal registration procedures which must be followed in during the company formation or company registration. In addition to this stringent process of applying for the right to be known as a charity, unlike the company limited by shares which have a straightforward registration process.

However, this type of company is fitting for certain purposes such as for supporting arts, sports, and other charitable causes.

How to Register a Company Limited by Guarantee in BVI

Companies in British Virgin Island must be incorporated under the Business Companies Act 2004 of BVI. These companies are incorporated to carry on business with non-residents of the BVI and are known to as "business companies." To register a company limited by guarantee in BVI, the following must be followed: -

Appointment of registered agent: every BVI company has to have a "registered agent" who is also located in the BVI. This registered agent is solely responsible for the incorporation of the company amongst other things. The company must appoint a registered agent. Otherwise, it will be made to pay a substantial fine which could also cause it to be struck off the Companies Register.

Registered office: all BVI companies must have an " address" in the BVI. This can also be the address of a registered agent. The company can change this registered office, but the Registrar has to be notified of this change.

To incorporate a company limited by guarantee, the company's registered agent has to file the memo and articles of association with the Registrar.

When satisfied that a company has fulfilled all the requirements of the Business Companies Act, the Registrar will give the company their unique number and also issue them a certificate of incorporation. The incorporation of a company limited by guarantee can take a day to complete, even though it usually takes about three to five days in reality. The Registered Agent has a duty to appoint the first director(s) of the company, and this has to be done in six months of incorporation.

In a company limited by guarantee, the directors are called trustees or managers. The registered agent also appoints These people. However, the number of trustees have to be set by the company's articles of association, even though the company must have one trustee. There is currently no legal requirement for the company to appoint the company secretary.

The registered agent also receives all the legal documents pertaining to the incorporation and other company formation processes. The agent also sends relevant documents when required to ensure smooth registration of the company limited by guarantee.

There is also no requirement for the trustees to be residents of BVI. The trustees or beneficial owners of the company enjoy anonymity since the records of their names and addresses are not in public records. Register of members, and register of directors, as well as the minutes of meetings and resolutions, are stored at the offices of the company's registered agent in full confidentiality.

As noted above, The Business Companies Act does not require any company to hold an AGM. Nonetheless, a company's memo or articles may require that a meeting of members in certain circumstances be held, and it will set out the other rules and procedures which will govern these meetings.

Benefits of Using Coddan in Setting Up a Company Limited by Guarantee in BVI

Setting Up a Company Limited by Guarantee in BVI

We are a BVI company formation as well as business administration firm, and we offer incorporation services for companies limited by guarantee as well as others. We also offer business solutions, legal, corporate and tax advice.

We can guarantee an accurate, confidential, and personalized service at highly competitive prices because we are customer-oriented, and we value our clients and offer them comprehensive services. We are well aware of all of our client's needs and requirements and attempt to make the procedure of incorporation as comfortable as possible.

At Coddan, we can set up a company limited by guarantee within a few days and also go the extra mile to help you open the company’s corporate bank account run by the BVI. This and more is what we offer if you choose to set up your company limited by guarantee with Coddan. Our knowledge base is reflected in the thousands of registered companies limited by guarantee.

Also, you are guaranteed a range of benefits which will save you both time and money. We offer some formation packages for small amounts without any hidden charges. Our incorporation services can be completed in as little as 24 hours to ensure convenience. We believe our clients reserve the right to have all the information they require to register their company limited by guarantee with us.

Our online services save you the hassle of handling numerous paperwork and documents. All we require is details to help us pick the best-suited formation package for your company limited by guarantee.

Coddan provides clients with a registered office address in a prestigious area, and we also help the clients appoint a registered agent to ease the entire registration process.

We also provide clients with business advisory services to ensure that they follow up with all requirements in BVI. Our specialists understand the pressures which most businesses face and are able to offer valuable advice to them. Our experienced business consultants make sure clients get both practical and valuable advice.

Coddan' team offers personalized services as we are aware that companies are different, so as to meet the requirements of our clients. Our well-trained lawyers and accountants are unarguably the best in the field, carefully picked for their professional reliability, ability, and integrity. As a result, there isn't the need for our clients to spend endless hours attempting to master the main regulating law, or scaling bulk of paperwork or even trying to recruit employees to master it for you - we can do all that for you.

Coddan is a proficient company, and it has been operating in the UK as well as in international community with a varied range of high quality of offshore and domestic corporate structures incorporation and also management services for a long time. We incorporate partnerships, companies, joint-venture entities, as well as foundations throughout the U.S, UK, Ireland, and many other offshore locations.

We offer first-rate business support services for both corporate and private bank accounts, reviewing and updating the company's constitutional documents, business and tax planning and preparation the minutes of meetings and shareholder’s resolutions, etc.).

Company Limited by Guarantee Post-Registration Services in BVI

Once a private company which is limited by guarantee has been set up in the British Virgin Islands, and you are already on close to being a complete operational enterprise, you will need a some of our services to assist you along the way since some of them may be complicated. At Coddan, we offer a number of post company formation/ registration services which assist our clients in some essential areas and also free up their valuable time to focus on moving their business forward.

One major aspect of any company, especially a company limited by guarantee which takes up so much of the companies' time as well as resources, including company personnel, is accounting. Under British Virgin Island law, proper and professional accounting is a legal requirement, and the accounts must be filed every year and on time. When the company fails to do so, it might leave a company open to some fines and penalties, and it also brings a risk of being struck off with it.

At Coddan, we can diligently handle our clients' accountancy and bookkeeping affairs so that they can remain up to date always and be available for inspection when the relevant authorities require them to. Our service in this acute area enables the clients to refocus their energies into carrying on their business without being bothered by large amounts of bookkeeping.

At Coddan, our services encompass handling payroll for the clients, and we also ensure that all employees of the company limited by guarantee are paid on time. We also make sure that the required deductions, such as contributions and taxes, are made. An organized and certified payroll is very critical to guaranteeing the smooth operation of a company limited by guarantee, and keeping the employees satisfied.

The other post-formation services we can offer to private companies who are limited by guarantee in the British Virgin Islands include the similarly important aspect of taxation. This aspect can also bring sanctions and fines when they aren’t handled properly and on time. Our trained accountants can discern what taxes are due and pay them accordingly on your behalf.

We are able to provide corporate tax planning services as well. Since companies are the Value Added Tax collectors of the government, it is crucial that Value Added Tax registration is carried out properly, so that there will be no difficulties along the line that may prove problematic. We also make sure our clients are adequately registered for Value Added Tax.

A lot of companies have various financial requirements as time passes, and also different amounts of capital which they will use to fund an array of strategic developments, from the expansion of new sites to market upgrades and the assessment of new products, and in a lot of other areas.

Coddan, we offer assistance with compiling various funding proposals as well as identifying the best and most probable sources of capital, in addition to assisting the clients in every step of the entire process. Clients can benefit greatly from our excellent incorporation packages and our post-registration services.