Services · Trusts & private foundations

BVI trust and the VISTA regime

Holding company shares without trustee interference. Open pricing for set-up and administration.

The problem VISTA solves

The situation is a familiar one. A settlor puts the shares of his company into trust and wants the business to carry on exactly as before: same directors, same decisions, same pace. But a trustee at common law must behave like a prudent owner: monitor the company, involve itself in management, diversify, and sell the asset if holding on is no longer sensible. That duty is known in English law from Bartlett v Barclays Bank Trust, and it makes an ordinary trust a poor holder of a family business.

In practice this produced two bad outcomes. Either the trustee refused to accept shares in a trading company at all, because it was not prepared to answer for the company's losses. Or it accepted them and started interfering in management, which is precisely what the settlor wanted to avoid.

The BVI fixed this with a dedicated statute. The Virgin Islands Special Trusts Act (VISTA) came into force on 1 March 2004, was substantially amended in May 2013 and now runs in its 2020 revised edition. The regime allows a trust in which the trustee is bound to retain the shares and, by default, does not interfere in the company's management, with any duty to preserve and enhance value subordinated to the duty to retain. This is not a softening of trustee duties, it is a deliberate replacement of them.

If your objective is maximum creditor protection rather than holding a business, look at the Belize trust: different logic, different statutory toolkit. A general overview sits in trusts and private foundations.

What a VISTA trust does differently

The difference from an ordinary BVI trust is not cosmetic. It goes to the architecture of the trustee's duties.

One limitation is worth reading twice: the direct assets of a VISTA trust are, and can only be, shares in a BVI company. Real estate, a brokerage portfolio, interests in companies in other jurisdictions do not fall into the regime directly. They are placed beneath a BVI company whose shares the trust already holds - which is a separate layer of cost and reporting.

Two further limits. The settlor cannot be the sole beneficiary. And a VISTA trust cannot be created through the exercise of a power of appointment under another trust.

The May 2013 amendments widened the regime considerably: co-trustees were permitted, a private trust company was allowed to act as the designated trustee, the maximum trust period was extended from 100 to 360 years, trustees were given rights to information about the underlying companies and their subsidiaries, and it became possible to switch the VISTA regime on later, including on the occurrence of a defined event, and to switch it off.

Office of director rules: where the family keeps influence

The most practical part of VISTA is the office of director rules written into the trust deed. They set out how the trustee exercises the votes attaching to the shares on the appointment and removal of directors and on their remuneration. The trustee must follow those rules strictly, within the constraints of the company's own constitutional documents.

This is the mechanism through which a family keeps influence over the board without becoming either the trustee or the shareholder. In this design the trustee is closer to a custodian: it holds the shares, keeps the records and gives effect to the deed.

As a general rule the trustee cannot intervene in the company's management. The exception is the grounds for complaint expressly listed in the trust deed, and then only on the application of an interested person: a beneficiary, a protector or another person named in the deed. If those grounds are absent or drafted as boilerplate, beneficiaries will have almost no lever when the company starts performing badly. That is not a defect in the statute, it is its intent, but it has to be agreed at the outset.

The other side is control. The more precisely the rules record that the settlor makes the decisions, the higher the risk that a foreign court or tax authority treats the structure as a sham and the settlor as the real owner, with the tax consequences that follow. Balancing influence against genuine separation of assets is why these deeds are drafted from scratch rather than pulled off a template.

Requirements for a VISTA trust

The list is short, but failing any item means the VISTA regime does not apply and the trust falls back to ordinary common law rules, with exactly the trustee duties you were trying to escape.

The designated trustee requirement is not a formality. Under the Banks and Trust Companies Act 1990, only licensed trust companies may carry on trust business in the BVI; since 2013 a BVI private trust company can fill the role as well. Co-trustees are allowed as long as one trustee is designated, which lets a family place a trusted individual alongside a professional trustee.

A private trust company as trustee

A PTC is a BVI company that acts as trustee of your trust in place of a third-party professional trustee. The exemption from licensing comes from the Financial Services (Exemptions) Regulations 2007, in force since 1 August 2007. The conditions are:

• the company is incorporated in the BVI under the BVI Business Companies Act;
• its trust business is only unremunerated trust business or related trust business, or a combination of the two;
• its registered agent holds a class I trust licence in the BVI;
• the agent satisfies itself on an ongoing basis that the conditions for exemption are met and notifies the Financial Services Commission if they are not.

The combination of a PTC as trustee plus the VISTA regime for the shares is what usually brings families to the BVI: decisions are taken by a vehicle the family shapes, and the trustee is not obliged to intrude into the business.

The price is another company to maintain. With us, PTC registration costs $1 500, annual renewal $1 500, and changing the name of an existing company to a PTC $850. Add directors, minutes, compliance and annual reporting. And, to be straight about it, extra scrutiny from banks: a structure where the family controls both the trustee and the company draws more questions at onboarding than a trust with an independent professional trustee. A PTC is a control tool, not a simplification tool.

Registration, duty and confidentiality

BVI trusts are not registered: trust instruments are exempt from registration, and there is no public register of trusts, settlors or beneficiaries. The only mandatory payment on the trust itself is trust duty of $200, payable on execution of an instrument declaring or evidencing a trust governed by BVI law, and on a change of the proper law of a trust to BVI law.

But the confidentiality of the structure is determined by the company underneath, not by the trust. And a great deal has changed there in the last two years.

• The 2024 beneficial ownership regulations for companies and limited partnerships took effect on 2 January 2025: beneficial ownership details are filed with the Registry and the register is not public.
• On 1 July 2025 amendments were published introducing legitimate interest access.
• From 1 April 2026 a person who demonstrates a legitimate interest may request information from the register. The company is notified of the query, and there is an objection and appeal process before anything is released.

This is not a public register: the BVI authorities have said they will not move to a fully open register until that becomes a global standard. But plan on the basis that the data exists centrally and can, in defined circumstances, be obtained by a third party.

Exemptions were extended to, among others, subsidiaries of listed companies and investment funds, entities whose shares are held by a trustee licensed or regulated outside the BVI, and entities more than 50 per cent owned by a government. Note the second one: in a typical VISTA structure the trustee is local, so the exemption usually does not bite.

And the point common to every jurisdiction - the CRS. A trust normally qualifies as a reporting financial institution, and the settlor, trustee, protector and beneficiaries count as controlling persons whose details are reported to their country of tax residence. The absence of a trust register in the BVI does not make the structure invisible to tax authorities.

Tax, economic substance and annual filings

The BVI levies no income tax, capital gains tax or inheritance tax on the trust or on the company beneath it. Tax arises where the settlor and beneficiaries are tax resident, under their own countries' rules on controlled foreign companies and foreign unincorporated structures.

Economic substance. The Economic Substance (Companies and Limited Partnerships) Act 2018 has applied since 1 January 2019 and covers legal entities, not the trust as such. So the analysis is about the BVI company under the trust.

If the company only holds equity participations and its income is limited to dividends and capital gains, it qualifies as a pure equity holding entity and falls under reduced requirements: a registered agent, compliance with corporate obligations, and adequate people and premises for holding equity. In practice this is covered through the registered agent. If the company starts receiving interest, service income or rent, or trades, it loses pure holding status and the full requirements for the relevant activity apply, with people, expenditure and premises in the BVI.

The substance report is filed through the registered agent within six months of the end of the financial period; from 2026 the BVI tax authority is moving filings from the BOSS system to the VIRGIN platform. Detail sits on economic substance in the BVI.

Jurisdiction status: as at the update of 17 February 2026 the BVI sits in Annex II of the EU list, the group of jurisdictions that have committed to reforms, and not on the Annex I blacklist.

Who VISTA does not suit, and what can go wrong

The asset is not shares in a BVI company. The regime applies only to shares in a BVI-incorporated company. Real estate, a brokerage account, an interest in a US LLC, shares in a Cyprus or Singapore company do not go into a VISTA trust directly. The answer is an intermediate BVI company, but that means another layer of cost, reporting and substance questions.

The objective is protection from a creditor already in litigation. The BVI is not a protective jurisdiction in the way Belize is: there is no equivalent of abolishing the fraudulent transfer claim. And as everywhere, a foreign court moves against you personally rather than against the trust. If creditor protection is the real goal, compare against the Belize trust.

Beneficiaries expect the trustee to watch the business. It will not, and that is the point of the regime. The trustee does not answer for directors running the company badly. The trustee's information rights introduced in 2013 protect the trustee from reputational risk rather than beneficiaries from weak management. If beneficiaries need a lever, the grounds for intervention must be drafted in detail and in advance.

The director rules are written around specific people. If the deed names individuals and ten years later those people are gone or in conflict, the structure can lock up. Mechanics for replacement and deadlock resolution are built in at the start, not after the dispute.

The settlor wants to run everything himself. The more effective control the settlor retains, the higher the risk that the structure is treated as a sham and the income attributed to him under his own country's rules. For US, UK and most EU tax residents, retaining broad powers makes the trust close to transparent for tax purposes.

Modest asset size. A trustee, a company, possibly a PTC, annual fees, a financial return and a substance report are recurring costs. Below a certain scale they do not pay for themselves, however elegant the regime looks.

Fees

Prices are indicative and cover our work on a typical case. We confirm the exact quote in writing after a short call - you know the final number before we start. Government fees and bank tariffs are billed separately unless explicitly included.

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