A Single BVI Provider for Directors and Premises
Most providers address one part of the substance question. A registered agent can incorporate and maintain the entity; a landlord can provide an address; a director provider can supply a board seat. Mount Sage combines substantive BVI-resident directorship with physical office premises at 200 Waterfront Drive, Road Town, so that the direction and management of an entity, the meetings at which decisions are taken, and the records evidencing them can all sit in the same jurisdiction and with the same accountable provider.
Both of our Managing Directors are permanent residents of the British Virgin Islands. They attend board meetings in person in Road Town, engage directly with the BVI Financial Services Commission and government advisory committees, and bring senior investment management, banking and fiduciary experience to the board rather than an administrative signature.
What Economic Substance Requires
Under the BVI Economic Substance (Companies and Limited Partnerships) Act, a relevant entity carrying on a relevant activity must demonstrate adequate substance in the British Virgin Islands. In broad terms this concerns whether the relevant activity is directed and managed in the BVI — note that it is the relevant activity, rather than the entity itself, that must be directed and managed, unless the entity’s only business comprises relevant activity — whether the entity conducts its core income-generating activities (CIGA) in the jurisdiction, and whether it has adequate people, premises and expenditure there. Requirements vary by activity, and pure equity holding entities are subject to a reduced test.
Direction and Management — BVI Mind and Management
Direction and management generally turns on practical, evidenced matters: whether an adequate number of board meetings are held in the British Virgin Islands having regard to the nature of the relevant activity, whether a quorum of directors is physically present in the jurisdiction at those meetings, whether the directors attending include among their number adequate expertise to direct the relevant activity, whether strategic decisions are genuinely taken at those meetings rather than ratified after the fact, and whether minutes and records are kept in the BVI.
This is where a resident director with genuine sector expertise differs materially from a nominee. A board seat only supports mind and management if the person holding it can actually engage with the decision. Mount Sage accepts appointments only where we perform a real governance role with full access to board materials, financial information and management reporting.
Core Income-Generating Activities
Each relevant activity has its own CIGA. For fund management business, this includes taking decisions on the holding and selling of investments, calculating risk and reserves, taking decisions on currency or interest fluctuations and hedging positions, and preparing relevant regulatory or other reports. Our proprietary BVI Sub-Advisor solution is designed to allow those decisions to be taken, documented and evidenced within the British Virgin Islands, supported by directors with direct investment management experience.
What We Provide
Permanent BVI-resident independent directors with senior investment management, banking and fiduciary experience — able to satisfy “suitably qualified” expectations and engage substantively with board decisions.
Board meetings convened and held in Road Town, Tortola, with directors physically present, proper agendas, and minutes prepared and retained in the British Virgin Islands.
Turnkey serviced office space at 200 Waterfront Drive, Unit 7A, Road Town — with meeting rooms and video conference facilities for board and investor use.
Proprietary BVI investment sub-advisory arrangement covering decisions on investments, risk, FX hedging and regulatory reporting, so core income-generating activity is performed in the jurisdiction.
Maintenance of board records, minutes and supporting governance documentation in the British Virgin Islands, coordinated with your registered agent.
Coordination with BVI legal counsel, accountants, auditors, registered agents and trade licence and work permit advisers, so the substance arrangement is implemented consistently.
Relevant Activities We Support
We support entities carrying on fund management business, finance and leasing business, headquarters business, holding business, intellectual property business, distribution and service centre business, banking business, insurance business and shipping business. Our deepest experience is with fund management and holding structures, and with investment managers operating under the Investment Business (Approved Managers) Regulations, 2012.
For Professional Intermediaries
Most of our substance mandates reach us through professional advisers rather than directly. We work regularly with BVI and international law firms, fund formation counsel, registered agents and corporate service providers, fund administrators, compliance consultants and family office advisers — principally in the British Virgin Islands, Hong Kong and Greater China, the Cayman Islands, Singapore and London.
For intermediaries, the practical value is that a single BVI provider can supply the director, the meeting venue and the operating substance, which reduces the number of counterparties your client must coordinate and keeps accountability in one place. We are comfortable being introduced under your firm’s relationship and reporting into your client’s existing governance framework.
Frequently Asked Questions
Mount Sage Advisors provides practical BVI economic substance infrastructure from Road Town, Tortola — BVI-resident directors, board meetings held in the British Virgin Islands, documented local decision-making, serviced office premises and a proprietary Sub-Advisor solution addressing CIGA requirements. Legal classification of your entity remains with your BVI legal advisers and registered agent, with whom we work directly.
Yes. We can provide BVI-resident independent directors together with turnkey serviced office space at 200 Waterfront Drive, Unit 7A, Road Town, including meeting rooms and video conference facilities. Sourcing both from one provider keeps board meetings, decision-making and records together in the jurisdiction. What distinguishes our offering is the seniority of the directors taking the appointment and, for fund management business, our ability to perform investment sub-advisory CIGA rather than administrative support alone.
Mind and management refers to where a relevant activity is actually directed and managed. It is the relevant activity, rather than the entity itself, that must be directed and managed in the BVI — unless the entity’s only business comprises relevant activity. In practice this concerns whether an adequate number of board meetings are held in the BVI, whether a quorum of directors is physically present, whether those directors include adequate expertise to direct the relevant activity, and whether decisions are minuted and the minutes kept in the jurisdiction. We support each of these through resident directors and BVI premises.
Not automatically. The legislation requires that a relevant entity carrying on a relevant activity is directed and managed in the BVI, which includes holding an adequate number of board meetings in the jurisdiction with directors present who have the necessary knowledge and expertise. Whether that is satisfied depends on the entity, its relevant activity and its circumstances. Resident directors are a practical and common way of evidencing this, but classification and interpretation should be confirmed with your BVI legal advisers.
Yes. Fund management business is a relevant activity under the regime. We provide directors with direct investment management expertise, our proprietary BVI Sub-Advisor solution addressing CIGA requirements, and BVI office premises, so that decisions on investments, risk, hedging and regulatory reporting can be taken and evidenced in the jurisdiction. See our BVI Approved Manager governance page.
No. We do not provide nominee directors or passive signatory services in any context, and a nominee arrangement is poorly suited to substance in any event — direction and management depends on directors who can genuinely exercise judgment and engage with the decisions before the board. See our directorship services.
Sjoerd Koster — Managing Director
sjoerd.koster@mountsageadvisors.com
+1 (284) 346 7769
Christian Thompson — Managing Director
christian@mountsageadvisors.com
+1 (284) 342 5300
200 Waterfront Drive, Unit 7A, Road Town, Tortola VG1110, British Virgin Islands
This page is provided for general information only and does not constitute legal, tax, regulatory or investment advice. Mount Sage Directors Ltd holds a Restricted Class III Licence issued by the BVI Financial Services Commission. Mount Sage Advisors Ltd is an Approved Manager under the Investment Business (Approved Managers) Regulations, 2012.