Snapshot: can you take security over the assets and shares of a BVI company?

In this snapshot series, focusing on key BVI finance and corporate legal topics, we look to answer a common question: can you take security over the assets and shares of a BVI company?  

This is a question of particular interest to lenders, investors and corporate groups using BVI companies in cross‑border financing or holding‑company structures. As BVI entities often hold assets or subsidiaries in multiple jurisdictions, understanding how security can be taken and enforced is essential to ensuring protection and deal certainty.  

Security over a BVI company's assets 

A BVI company can grant security over its assets in any manner permitted or required in the local jurisdiction where such assets and / or tangible moveable property are located. In practice, this means the local law of the asset’s jurisdiction will dictate the type of security that can be taken.  

Security over shares in a BVI company 

BVI statute expressly allows for the governing law of a mortgage or charge of shares in a BVI company to be either BVI law or any law other than BVI law.  

Where a law other than BVI law is chosen as the governing law of a mortgage or charge of shares in a BVI company, the remedies available to a secured party shall be contractual and available under such chosen governing law, save that any rights between the BVI company and the secured party in its capacity as a member of the BVI company shall continue to be governed by BVI law and the constitutional documents of the BVI company. 

Why a non-BVI governing law may be preferable 

For example, choosing English law to govern a mortgage or charge of shares in a BVI company may offer more favourable enforcement options. Depending on the circumstances, this may include any remedy of appropriation available under the Financial Collateral Arrangement (No. 2) Regulations, 2003, which has certain benefits to a secured party following an enforcement -benefits which are not available under BVI law. 

How Ogier can help 

For more information on taking security over assets or shares in a BVI company, please contact our BVI Banking and Finance team. We have BVI qualified finance lawyers located across our global network of 13 offices, including on the ground experts in the Caribbean, Hong Kong, London and the Channel Islands.  

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Disclaimer

This client briefing has been prepared for clients and professional associates of Ogier. The information and expressions of opinion which it contains are not intended to be a comprehensive study or to provide legal advice and should not be treated as a substitute for specific advice concerning individual situations.

Regulatory information can be found under Legal Notice