You Own an Offshore Company. What Happens to Your Shares When You Die?

An Indian investor holds a ₹100 crore portfolio of listed securities. Not personally — through a BVI company he owns entirely.

His Indian Will says: "I leave all my worldwide assets equally to my children."

He assumes that settles it. His children inherit the portfolio.

They don't. Not directly, anyway.

The distinction nobody drafts around

Here's the problem, in one line: the investor owns shares in the BVI company. The company owns the portfolio. Those are not the same thing.

A company is a separate legal person. Owning every share in it doesn't mean you personally own what it holds. The Supreme Court settled this decades ago in Bacha F. Guzdar v. Commissioner of Income Tax — a shareholder owns an interest in the company, not a slice of its underlying assets.

So when the investor dies, his Will deals with his shares. It says nothing about the portfolio sitting inside the company. The company keeps owning that portfolio, exactly as before — his death changes nothing on that front.

This gap sits quietly for years while the structure just works. It becomes the whole ballgame the moment succession is triggered.

"Offshore" is doing a lot of hiding

The phrase "offshore assets" flattens two very different situations into one vague idea.

If the investor personally holds securities through a foreign bank or custodian, he still personally owns those investments — the "offshore" part is just geography.

If a BVI company owns the securities and he owns the company, he owns something else entirely: shares in a corporate vehicle, once removed from the actual investments.

So the first question isn't where the assets sit. It's who legally owns them — the individual, or a company standing between him and them.

Surely BVI law governs BVI shares?

You'd think so. The company is incorporated there. Its shares must be a BVI question.

Not necessarily — and this is where recent case law gets genuinely instructive.

The Privy Council dealt with exactly this in Sheikha Amena Ahmed H.A. Al-Thani v. Sheikha Aisha Mohammed Ali Abdullah Al-Thani [2024] UKPC 35. The deceased was domiciled in Qatar and held shares in BVI companies. The argument was straightforward: the shares sit in the BVI, so BVI law should govern their succession.

The Privy Council rejected that as a blanket rule. It held that the shares were movable property for succession purposes, making the deceased's domicile the relevant connecting factor. BVI law might treat the shares as "situated" there for some purposes, but that doesn't make BVI law the automatic answer to who inherits them.

This doesn't mean every offshore shareholding follows the same rule. It means incorporation location, by itself, doesn't decide the succession question — you still have to run the analysis.

Inheriting the shares is only step one

Say you've worked out who inherits the shares, and under which law. You're still not done.

The beneficiary doesn't just wake up one morning as the new shareholder. Someone still has to answer: how does the company itself recognise that person?

That's a different question entirely — corporate, not testamentary — governed by the company's own jurisdiction and its constitutional documents.

BVI company law treats shares as personal property and gives a deceased shareholder's personal representative a defined route to deal with them. The company's register of members is central to recognising who the shareholder is, while its memorandum and articles can impose their own restrictions on transmission.

So really there are two separate questions stacked on top of each other: who inherits the shares, and how does the company recognise that person as its shareholder. Answering one tells you nothing about the other.

Why the lawyer needs to look past the Will

For a client holding a substantial offshore company, the Will can't be drafted as if it's the whole picture.

The lawyer needs to know who's actually on the register today. Get the constitutional documents. Check for transmission restrictions. Find out what the relevant jurisdiction and the company will actually require once the shareholder is gone.

A client saying "I own the BVI company" is a starting point, not an answer. What that ownership actually consists of — and what happens to it on death — usually needs unpacking.

And the paperwork that matters most often isn't sitting anywhere near the Will. It's with the registered agent: the register of members, the shareholder agreements, the constitutional documents nobody's looked at since incorporation.

None of this is about turning a Will into a corporate filing. It's about making sure the testamentary plan and the corporate structure aren't quietly working against each other.

So — do you need a BVI Will?

Maybe not.

Al-Thani shows that incorporation in the BVI doesn't automatically pull in BVI succession law. The governing law may turn on domicile instead, depending on the applicable conflict-of-laws rules.

But that doesn't make the BVI irrelevant. The company and the applicable local law may still require particular evidence or steps before the person entitled to the shares can be recognised and registered.

Succession law and corporate recognition are separate hurdles, and clearing the first doesn't clear the second.

Which is why the right question was never "do I need an offshore Will?"

It's this: what law actually governs these shares, and what will the company require before it recognises whoever inherits them?

Back to the ₹100 crore that wasn't quite there

The investor thought he owned ₹100 crore of investments.

What he actually owned was shares in a company that owned ₹100 crore of investments — a distinction that cost nothing while he was alive and could cost his children real time, and real money, after he isn't.

His Will passes the shares. The portfolio stays exactly where it was, sitting inside the company. Whether the shares reach his children depends on the succession law that applies to them. Whether his children then get recognised as shareholders is a separate question.

A structure built for investment, structuring or wealth management was never necessarily built with succession in mind. Nobody checks until it's too late.

And even when the shares do pass successfully, another question waits around the corner: what happens when two people inherit the same company but want completely different things from it?

That is a problem for another article.

For now, before asking what the Will says, ask the only question that actually matters:

What does the client actually own?

Get that right, and everything else in the succession analysis finally has solid ground to stand on.