Corporate and Commercial

Lynton Spencer provides advice on all aspects of corporate and commercial transaction work. The firm’s depth of experience allows for the delivery of sound and timely advice to a global clientele.

Private Equity

Acting in private equity transactions.

The use of British Virgin Islands companies and/or partnerships in private equity transactions.


Debt financings involving subordinated debt.

Reductions of capital either by way of redemption or a repurchase of shares.


Listings on the major stock exchanges including NYSE, NASDAQ, LSE, AIM, HKEX and TSX.

Joint Ventures

Joint venture deals involving British Virgin Islands vehicles or combination of a British Virgin Islands vehicle and a foreign entity.

Advising on and drafting, where required, the documentation necessary to support such ventures.

Mergers and Acquisitions

The British Virgin Islands merger regime is flexible and is very effective in achieving the commercial results clients require.

Drafting and reviewing documentation such as shareholders agreements, sale and purchase agreements.

Preparing requisite corporate documentation including corporate approvals in accordance with local legislation.

Arranging local registration of all relevant documents.

Investment Funds

The British Virgin Islands continues to grow as a jurisdiction in respect of investment funds and attracts leading investment managers. Lynton Spencer investment funds practice renders advice on all aspects of fund formation, operation and regulation.

  • Advising on the most suitable fund structure including multi class/series funds, master/feeder structures and segregated portfolio companies.
  • Drafting and/or reviewing all offering documentation to include prospectus, launch resolutions, subscription agreements, investment manager and fund administrator agreements.
  • Preparation of constitutional documents being either memorandum & articles of association, articles of limited partnership, unit trusts.
  • Handling regulatory approval applications to BVI Financial Services Commission for both funds, fund managers, fund administrators, fund advisors.
  • Assisting with fund re-structuring to provide for additional investment into new portfolios under separate terms or to manage liquidity issues.
  • Advising on the orderly winding down of a fund.


The firm has extensive experience in debt finance transactions and advises banks and other financial institutions in this regard.

  • Bi-lateral lending together with all types of syndicated lending.
  • Property, acquisition and debt restructuring finance.
  • Finance ventures including: mining and natural resources, oil and gas and infrastructure schemes.
  • Aircraft and vessel financing.
  • Derivatives transactions.

Trust, Wills & Estates

Lynton Spencer offers advice to private clients, trustees and foreign lawyers on British Virgin Islands trust law issues and generally on all aspect of succession planning.

  • Providing advice on all types of British Virgin Islands trusts including discretionary trusts, life interest trusts, purpose trusts and unit trusts
  • Advice on the setting up of a VISTA trust, which disengages the trustee from management of the affairs of the company
  • Employee share ownership structures
  • Preparation of wills disposing of shares in a British Virgin Islands Company
  • Application for grants of probate and letters of administration.


The firm advices on insolvency proceedings and restructuring work, we act for office holders, creditors, debtors and investors.

  • Advising on restructuring through schemes of arrangement
  • Cross-border insolvent liquidations
  • Acting for and applying for appointment of liquidators and receivers
  • Advising creditors in insolvency proceedings.

Intellectual Property

Registrations, renewals and assignments of trade marks and patents

  • Intellectual property enforcement and infringement proceedings
  • Rendering general advice on intellectual property transaction.

Real Estate

The firm assists with all aspects of the purchase and sale of real estate in the British Virgin Islands and can act for either the purchaser or seller as required.


On 4 June 2008 the British Virgin Islands Shipping Registry became a category 1 register. This enables the shipping Registry to register general cargo ships of any tonnage, and mega yachts of up to 3000 GT.

  • Arranging the registration of vessels
  • Advising on the ship financing and the sale and purchase of vessels