VISTA Trusts: a flexible solution unique to the BVI

VISTA Trusts were introduced into British Virgin Islands law as a solution to particular challenges faced in the administration and succession of shares in BVI companies within traditional trust structures.  

The Virgin Islands Special Trusts Act (VISTA), introduced in 2004, established a regime for trust structures unique to the BVI, specifically designed for holding shares in BVI companies. 

How are VISTA Trusts different from conventional trusts?  

A VISTA Trust allows shares of a BVI company to be held in trust while disengaging trustees from active management of the company. Instead, the directors retain full control over management, and the company can continue its business without trustee intervention, except where the trust deed requires limited action, such as resolving a deadlocked board or enforcing certain succession arrangements. 

VISTA Trust instruments can set out detailed rules for appointing and removing directors, ensuring that governance is retained according to the settlor’s wishes. Both beneficiaries and directors have recourse to the BVI Court if trustees fail to adhere to their non-intervention obligations or director appointment rules. 

Succession planning using a VISTA Trust 

VISTA Trusts enable the efficient succession of shares in BVI companies. When shares are properly settled into a VISTA Trust, they pass to beneficiaries according to the provisions of the trust deed, bypassing the need for BVI probate. The advantages of this are speed, privacy and administrative simplicity. 

The BVI Trustee Act contains comprehensive “firewall” provisions which protect BVI trusts (including VISTA Trusts) from the impact of foreign laws, such as forced heirship, matrimonial or civil partnership claims. These legal protections ensure that all matters relating to the trust’s validity, interpretation and administration (including the settlor’s capacity and the appointment or removal of trustees) are governed solely by BVI law. The BVI courts will not recognise or enforce foreign judgments based on those external rights or interests. 

In contrast, succession by will requires a probate or resealing process before the BVI court. This process can result in delays and requires publication of a notice in the local press disclosing essential details of the application, such as the death of the shareholder and the identity of the personal representative. Such publicity increases the risk of third-party challenges and significantly reduces the confidentiality and administrative efficiency that are key benefits of the VISTA Trust structure. 

Other uses of VISTA Trusts 

Beyond succession planning, VISTA Trusts offer flexible solutions for a range of practical scenarios.

Family governance and preservation of control 

VISTA Trusts are effective for entrepreneurial families and family offices seeking to preserve control and implement governance frameworks for operating companies. The trust instrument can specify criteria for board composition, provide oversight mechanisms tailored to the settlor’s intentions and ensure that governance remains aligned with family objectives.

Holding high risk assets 

Due to the non-intervention principle of the VISTA regime, shares in companies engaged in higher risk activities may be held without imposing duties on trustees to manage or monitor the underlying business. This can limit trustee liability and streamline administration where active managerial oversight is not needed or wanted.

Private Trust Companies (PTCs) 

VISTA Trusts are commonly used to hold the shares of a PTC, supporting succession planning and continuity in the provision of trustee services. This structure ensures that control of the PTC, and thus the administration of underlying trusts, passes smoothly across generations without disruption.

Special Purpose Vehicles (SPVs) 

VISTA Trusts can be used to hold the shares of SPVs engaged in financing transactions, joint ventures or wider investment structures. This arrangement helps to avoid potential conflicts between trustee duties and the terms of the underlying commercial agreements, allowing directors to manage the SPV in accordance with the business objectives set by the parties.

Formalities for establishing a VISTA Trust 

Establishing a VISTA Trust in the BVI is generally straightforward, subject to compliance with the following statutory requirements.

• The trust instrument must be in writing. This may be a trust deed or a will, which directs that the provisions of the VISTA Act shall apply
  
  
• At least one trustee of the trust must be a "designated trustee". This means either a BVI-licensed trust company or a BVI private trust company as defined under the legislation
  
  
• The trust terms must provide that, for as long as the trust is governed by the VISTA regime, at least one trustee must remain a designated trustee
  
  
• The trust cannot be created by the exercise of a power conferred by another trust, unless the original trust is governed by BVI law and contains provisions permitting the establishment of a VISTA Trust with a designated trustee

Appointment and role of trustees 

It is a statutory requirement under the VISTA regime that at least one trustee must be a designated trustee – either a BVI licensed trust company or a BVI private trust company. Additional trustees, including non-professional individuals (for example, family members), may be appointed, and they may be resident anywhere in the world, as long as the designated trustee status is maintained throughout the life of the VISTA Trust. The professional trustee fulfils administrative duties and ensures ongoing compliance with BVI regulatory requirements. 

VISTA Trusts minimise the trustee’s duty to intervene in the management of the underlying BVI company, with intervention permissible only in limited circumstances set out in the trust instrument, such as the resolution of directorial deadlock or the execution of succession arrangements. The settlor can grant the trustee further responsibility if desired, but in general the trustee’s role under VISTA is primarily administrative and custodial. 

The trustee must retain the designated shares in the company under an express statutory duty. This obligation overrides any duty to preserve or enhance the value of the underlying assets, and the trustee is expressly exonerated from liability for any loss or reduction in value resulting from merely holding the shares. 

The VISTA regime does not restrict the trustee’s ability to exercise rights, powers or entitlements available under the BVI Business Companies Act or the constitutional documents of the company, including inspecting, copying or extracting records and accounts of the company or any connected company. 

Are VISTA Trusts recognised elsewhere in the world?  

VISTA Trusts are unique to the British Virgin Islands, and their recognition outside the jurisdiction generally depends on the wider recognition of trusts and the applicable conflict of laws principles. As shares in BVI companies held under a VISTA Trust are governed by BVI law, most jurisdictions will respect the trust structure, particularly those that are signatories to the Hague Convention on the Recognition of Trusts.  

How Ogier can help 

Our British Virgin Islands Private Wealth team has extensive experience advising on the VISTA regime, including the establishment and structuring of VISTA Trusts, succession planning for shares in BVI companies and related governance and probate considerations. We are known for providing clear, practical and responsive advice, particularly on cross-border matters involving BVI assets and multi-jurisdictional families and structures. 

For tailored advice on VISTA Trusts or BVI succession planning, contact a member of our team at Ogier using the details below. 

About Ogier

Ogier is a professional services firm with the knowledge and expertise to handle the most demanding and complex transactions and provide expert, efficient and cost-effective services to all our clients. We regularly win awards for the quality of our client service, our work and our people.

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