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BVI will for company shares and the BVI probate process

Updated 7 October 2026

The shares freeze on the day the owner dies, and only a court in the islands can release them. An English-language will naming an executor is the shortest route to a grant, but it does not override the law of the country where the owner lived.

Shares in a British Virgin Islands (BVI) company freeze on the day their owner dies, even if he never set foot on the islands and the share certificate sits in a safe in Moscow, London or Dubai. Section 245 of the BVI Business Companies Act 2004 fixes the location of every BVI company's shares in the BVI. That means only a document from the BVI court can pass them to heirs, and a probate or inheritance certificate from the owner's home country does not do the job on its own.

Until that document is issued, the shares cannot be voted, sold or transferred, and no dividends can be paid on them. If the owner was also the sole director, the company loses its management altogether. The court usually takes three to six months to process a complete application, and gathering papers abroad can add several months more.

There is no inheritance tax in the BVI: section 242 of the same Act exempts BVI company shares from estate, inheritance, succession and gift tax. The real cost is time and control over the company. An English-language will made under BVI law that names an executor is the shortest route, because the court rules allow the grant to go straight to that executor without any court order from the country where the owner lived.

Below: what happens to a BVI company when its owner dies, which law decides who gets the shares, how to make a BVI will, what BVI probate costs and how long it takes, and when a trust or a reserve director works better than a will. For how inheritance interacts with a second citizenship and a move abroad, see our article on inheritance and a second passport.

What happens to a BVI company when the owner dies

The first to hear is usually the registered agent, the licensed firm in the islands that every BVI company is legally required to have. The agent holds a copy of the register of members and the beneficial ownership records, and it will not register new owners until it sees a BVI court document.

That document comes in two forms. A grant of probate confirms the powers of the executor where there is a will that names one. Letters of administration appoint an administrator where there is no will or the will names no executor. Both are issued by the Probate Registry of the BVI High Court, part of the Eastern Caribbean Supreme Court. Nobody has to fly to the islands: the application is made on paper.

The process of obtaining that document is called probate. Once it is done, the personal representative (the umbrella term for an executor or administrator) transfers the shares to the heirs. Section 52 of the BVI Business Companies Act allows this even though the personal representative is not a shareholder.

The sole director problem. In many private BVI companies the same person is both owner and director. When he dies, his directorship ends and there is nobody left to appoint a replacement, because the only shareholder has died too. A bank that learns its only signatory has died will usually stop transactions, and decisions on contracts, payments and the annual renewal of the company stall.

The law offers a fix, but only in advance. Under section 113(7) of the BVI Business Companies Act, a sole shareholder who is also the sole director can nominate a reserve director in writing. The reserve director takes office on the owner's death and runs day-to-day business while the heirs wait for the court. He does not get the shares, and the nomination lapses if the company gains a second shareholder or director.

Which law decides who inherits BVI shares

This is the main trap. The BVI court decides who receives the grant, but who ends up with the shares is usually decided by the law of the country where the owner lived. For succession purposes shares are movable property, and movables generally follow the law of the owner's domicile, the country the law treats as his permanent home.

Many home countries say the same thing from their side: succession is governed by the law of the country of the deceased's last residence, often with a separate rule for real estate. If the owner of a BVI company lived in such a country, its rules apply to the shares, including forced heirship: in many civil-law countries children, a spouse or dependants receive a compulsory share whatever the will says.

So a BVI will does not override the rules of the home country. Its strength lies elsewhere: it speeds up the grant, removes the need for translations and lets the owner choose the executor. The gifts in it are drafted so that they hold up under both BVI law and the law of the owner's home country.

The same goes for the form of the will. Many countries treat a will as formally valid if it meets the law of the country where the testator lived when signing, the law of the place of signing or their own law. A will signed abroad under BVI rules, with two witnesses but no notary, risks being formally invalid where the testator lives. That is why the place and manner of signing are settled in advance, not at the last minute.

Is a foreign will or grant recognised in the BVI

Yes, but often by the longest route. Fast-track recognition of foreign probate documents, known as resealing, is available only for the 67 jurisdictions listed in the Probates (Resealing) Act 2021. The Act, No. 17 of 2021, has been in force since 9 July 2021. A resealed grant has the same effect in the BVI as one issued by the local court.

The list includes England and Wales, Scotland, Northern Ireland, Cyprus, Gibraltar, Jersey, Guernsey, the Isle of Man, the United States, Canada (except Quebec), Hong Kong, Singapore, India, South Africa, Malaysia, the Seychelles, the Cayman Islands and much of the Caribbean. Russia, Ukraine, Kazakhstan, Belarus, the UAE, Israel, Switzerland and every EU state except Cyprus are not on it. Neither is Malta. Even with a grant from a listed country, the court may ask for evidence of domicile (section 4 of the Act), and if the owner lived somewhere other than where the grant was issued, resealing can take longer.

In many civil-law countries a notary issues an inheritance certificate, not a court grant, and the BVI court will not treat even a certificate issued for use abroad as a ready-made title to the shares. For the court it is evidence, nothing more. The heirs must file a fresh application with apostilled documents, certified English translations and a written statement on the content of the foreign law (an affidavit of foreign law, rule 22(7) of the court rules). A will written in another language also needs a translation and separate proof of how it was signed.

How to make a BVI will: what the Wills Act requires

The formal rules in the BVI are stricter than many expect. The Wills Act (Cap. 81) dates from 1872 and closely follows the English Wills Act 1837, without the later English amendments. That is why the minimum age is 21: a person younger than that cannot make a valid BVI will, while in England and most other countries the threshold is 18.

• In writing and signed at the end. The testator signs at the foot or end of the document.
• Two witnesses at the same time. Both are present together when the testator signs, and each signs the will in the testator's presence.
• Witnesses with no stake. If a witness or a witness's spouse is left anything under the will, that gift fails. Witnesses should be outsiders.
• Marriage revokes the will. Under BVI law, marriage revokes earlier wills. For people domiciled elsewhere the position is more complicated, so the will is reconfirmed after a wedding.
• English language. Rule 28 of the Eastern Caribbean Supreme Court (Non-Contentious Probate and Administration of Estates) Rules 2017 allows a grant of probate to go straight to the named executor when the will is in English. A translation can be attached for the family.

A BVI will does not need a notary and can be signed in any country. But, as shown above, its form also has to survive the law of the owner's home country, so the place of signing and any notary involvement are decided before the witnesses are booked.

What else goes into the text. The will covers only BVI assets: shares, loans to companies, accounts. Assets are best described broadly, for example all shares in BVI companies owned at death, so that a company sold or set up later is not left out. It names an executor and a substitute executor, neither of whom needs to live in the islands. And it states expressly that it does not revoke wills made in other countries. Otherwise the standard clause revoking all previous wills in an English template wipes out, say, a will made in the UAE or in the owner's home country.

The witness affidavit. When the will goes to court, rule 17 requires sworn written confirmation from an attesting witness (an affidavit of due execution, Form P8). Ten years on, finding the witness may be impossible, and the fallback, evidence of the testator's handwriting, is harder and slower. So the affidavit is made right after signing: the witness swears it before a notary, it is apostilled and kept with the will.

The original. The court needs the original will. If it is lost, a separate application is needed to have a copy admitted. The original is kept where the executor can find it without the family's help, and the executor is told about it in the owner's lifetime.

The company's constitution. Section 52 of the BVI Business Companies Act allows shares to be transferred subject to any restrictions in the memorandum and articles. If the articles or a shareholders' agreement restrict transfers, the will is aligned with them, or the heir hits a wall after the court has already ruled.

BVI probate process: steps and timeline

The path from the owner's death to the share transfer is made up of documents prepared abroad and the court's work in the islands. The procedure is set by the 2017 rules, in force since 1 November 2017.

1. Death certificate, apostilled and translated into English with a certified translation.
2. Newspaper notice in the BVI once the application has been filed, once a week for at least two weeks (rule 15). The notice does not disclose the value or nature of the assets.
3. Certificate of search of the court records, confirming that no other grant, application or caveat exists for the estate (rule 8).
4. Executor's oath and a declaration of the value of the BVI assets, which sets the court fee.
5. Witness affidavit of due execution and, where the court asks, an affidavit of foreign law on the law of the domicile (rule 22(7)).
6. Affidavit of delay if more than three years have passed since the death (rule 22(6)).
7. Authentication. Affidavits sworn abroad are notarised and apostilled; translations are made by a sworn translator or certified by a notary.
8. Grant and transfer. The court issues the grant, the executor transfers the shares to the heirs, and the registered agent updates the register of members and beneficial ownership records and runs anti-money laundering checks (KYC) on the heirs.

A complete application usually takes three to six months to process. It takes longer if the court asks for more documents or a relative enters a caveat, a notice that stops a grant from being issued without that person's involvement. A caveat lasts six months and can be renewed.

BVI probate fees in 2026

The main court fee depends on the value of the BVI assets and ranges from $200 to $5,000. The US dollar is the official currency of the BVI, so all amounts are in dollars. The scale was set by amendments to the BVI court fee rules (S.I. 2017 No. 82) and has applied since 15 November 2017.

Fixed charges come on top: $100 for the application for a grant of probate or letters of administration, $100 for each affidavit, $100 for the court order, $100 for the grant itself, $20 for the oath and $10 for the search. An application to reseal a foreign grant costs $200, and so does entering a caveat.

Example calculation. A BVI company holding a $3 million brokerage account, with a BVI will in place. Declaration of value: $2,000. Application: $100. Two affidavits (witness and, if the court asks, foreign law): $200. Search: $10. Order and grant: $200. Oath: $20. Total: about $2,600 in court fees. Newspaper notices, apostilles, translations and the work of preparing the application are paid separately.

Murblz fees for drafting the will and the witness affidavit are shown in the table below.

Will, trust or reserve director: which to choose

A BVI will is the cheapest way to shorten the heirs' path, but not the only one. For larger and family-owned companies it is often combined with other tools.

A VISTA trust is set up under the Virgin Islands Special Trusts Act 2003, which was written specifically for holding BVI company shares long term. The trustee holds the shares and does not interfere in running the company, management stays with the directors, and successors are set by the trust deed rather than by a court. More on our BVI trust page, a comparison with other countries in the offshore trust overview, and the trust-versus-foundation choice in our article trust or private foundation.

BVI inheritance tax and what heirs pay at home

In the islands themselves, nothing. Section 242 of the BVI Business Companies Act exempts shares from estate, inheritance, succession and gift tax, and instruments transferring shares from stamp duty. The exception is companies that own land in the BVI, which remain subject to stamp duty.

The heir's taxes and reporting depend on where the heir is tax resident. Some countries exempt inherited income from tax but require the heir to report a new foreign shareholding and, above certain thresholds, to report the company every year as a controlled foreign company. More on our CFC filings page. Other countries have their own rules, and they are checked before the will is signed, not after.

Pitfalls of a BVI will

• The freeze still happens. A will shortens the path to the grant but does not remove it. The shares will be out of reach for some months, so an operating business also needs a reserve director or a second bank signatory.
• Forced heirship at home. If the home country reserves a compulsory share for close relatives, a BVI will does not cancel it, and heirs can challenge the distribution.
• The wrong place of signing. A form that is flawless under BVI law may fail under the law of the country where the owner lived.
• Revoking other wills by accident. The standard revocation clause in an English template cancels wills in the UAE, the owner's home country and elsewhere.
• Marriage and divorce. Marriage revokes a will under BVI law, and divorce changes who inherits under the law of many countries. The will is reviewed after every family event.
• A witness who inherits. A wife or adult son acting as witness loses what the will leaves them.
• Articles and shareholders' agreements. Transfer restrictions in the company's constitution bind the heirs too.
• Land in the BVI. Real estate in the islands passes under BVI law, and a company that owns it remains subject to stamp duty.

Who a BVI will does not suit. Owners whose BVI shares already sit in a trust or a holding company in another country: there is no personal estate in the islands, and the question is settled where the holding company is. Owners of a dormant company that is simpler to wind up. Owners with a few thousand dollars in BVI assets, for whom the cost of a will and a court application would be out of proportion. And anyone hoping to use it to sidestep forced heirship or creditors: it does not work that way.

If a family dispute is expected, one will is not enough. It will be challenged in the home country, and the BVI grant will stall behind a caveat. A trust or a restructuring of ownership is the safer answer here, not the wording of a single document.

How Murblz prepares a BVI will

The work starts with the structure, not the text: which BVI companies the owner has, who the shareholder and director are, where the owner lives and pays tax, what wills already exist in other countries and who in the family may claim a compulsory share.

• we draft the will in English, with a translation into your language if needed, covering only BVI assets and leaving wills in other countries intact;
• we choose the place and manner of signing so that the form holds up under both BVI law and the law of the home country;
• we arrange signing with two independent witnesses and have the witness affidavit sworn before a notary and apostilled;
• we review the company's articles and, where useful, set up a reserve director;
• we prepare a memo for the executor: where the original is kept and what the court will need;
• after the owner's death, Murblz specialists handle the grant of probate application in the BVI High Court together with locally licensed partners, followed by the share transfer through the registered agent.

A BVI will usually sits alongside other tasks. We handle company set-up and maintenance on our BVI company formation page and substance requirements on BVI economic substance. If the company is moving to the Emirates, see BVI redomiciliation to the UAE, and for property and accounts in the Emirates, inheritance planning in the UAE. Translations and apostilles for the court go through our translations and legalisation service, and other special corporate services are collected in licences and special services.

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