Publication 7 pages

Duties of directors of a British Virgin Islands business company

25 February 2016

The BVI Business Companies Act 2004 (the Act) created a statutory set of duties, which apply to any director of a BVI Business Company (a company).


This publication sets out a summary of those duties, as well as outlining the consequences and liabilities that can follow a breach of duty and the use of indemnification and insurance to mitigate the risks.

Prior to the Act coming into force, the primary source of such duties was the common law, which had given rise to a series of fiduciary obligations on directors. Unlike in the UK and in certain other jurisdictions, the Act did not expressly codify and replace those historic duties, and accordingly they appear to remain good law in the BVI, regardless of whether this was the intent of the draftsman. As such, although there is considerable overlap with the Act, a conservative director should also have regard to their common law fiduciary duties, which are also summarised below.