BVI Business Companies Act (as amendment)
The changes of the BVI Business Companies (Amendment) Act, 2024 and the BVI Business Companies and Limited Partnership (Beneficial Ownership) Regulations, 2024 (the “Amendments”) came into effect 2 January 2025.
The new amendments are designed to ensure that the British Virgin Islands’ financial services legislation and business sector continues to meet international standards.
Key changes to the BVI Business Companies Act
Companies will be required to:
- Keep a register of members and file a copy with the Registrar;
- File certain information about nominee shareholders with the Registrar;
- Collect and update information about beneficial owners and file it with the Registrar within 30 days of incorporation or within 30 days of continuation;
- The period for appointing the first director(s) of a company will be changed from 6 months to 15 days;
- A copy of the register of appointments of the first directors must be filed with the Registrar within 15 days or within 15 days of continuation;
- Foreign companies will be required to provide additional information in their application to incorporate a company in the BVI, such as the address of the registered office in the country of incorporation and a list of members;
- The registered agent of an overseas company must give written notice before leaving office, from 30 days to 60 days;
- Creditors and others will find it easier to apply for the restoration of struck off and liquidated companies to the Register;
- The Certificate of Good Standing issued by the Registrar will be valid for a specified period;
- The penalties for late payment of fees or filing of returns will be increased.
Below we will provide a little more detail on the key changes and requirements established by the new amendment to the BVI Business Companies Act.
Register of Beneficial Ownership (“ROBO”)
BVI incorporated companies and partnerships must collect, hold and maintain adequate, accurate and up-to-date beneficial ownership information. Beneficial ownership information (“BOI”) must then be filed with the BVI Registry of Corporate Affairs. (Prior to this amendment, the BOI was maintained by registered agents in the BVI (BOSS Register).
The information that must be collected from the Beneficial Owners is the same as the BOSS Register:
- For physical person: former name, other current name or aliases used; month and year of birth; date and place of birth; gender; occupation; nationality; principal residential address; country in which the individual is usually resident; the nature of his or her interest in, or control over, the legal entity.
- For legal entity (connected to the beneficial owner) name, including alternative names; incorporation number or its equivalent; date of incorporation; address of principal office or registered office; country of incorporation or registration; the legal form of the legal entity and the law by which it is governed; the type of register; the nature of its interest in, or control over, the legal entity concerned.
Filing of BOI requirement and obligation
- Existing Company/Partnership which incorporated before 2 January 2025 has to file BOI until 2 July 2025.
- New Company/Partnership which incorporated after 2 January 2025 has to file BOI within 30 days of the BVI company being incorporated.
- Any changes to the BO structure occurring in the company must be reported to the Registrar within 30 days.
- Certain companies, such as listed companies and certain BVI private fund, professional fund, public fund, private investment fund, incubator fund or approved fund regulated by the BVI Financial Services Commission (the “FSC”) will be exempt from filing beneficial ownership information if they meet certain conditions.
- The Certificate of Good Standing will not be granted if the company fails to submit the BOI within the specified period.
- Anything is required to be done by a beneficial owner of a legal entity, that thing may be done by the registered agent of the legal entity acting for and on behalf of the beneficial owner of the legal entity.
- Beneficial owner information will not be publicly available, only the designated authority shall access and exchange relevant BO information.
Beneficial owners
“Beneficial owner” defined under the new framework as any person directly or indirectly ultimately holds 10% (or greater) of shares or voting rights in a Company or Partnership.
- Beneficial owner must consider both economic and legal ownership and control.
- Beneficial owner in a BVI legal entity must notify the legal entity of the required particulars of BO information in relation to him or her.
- If particulars of BO information change, a person who is a beneficial owner in a legal entity must notify the legal entity of that change and provide the legal entity with the particulars to which the change relates within 14 days of the occurrence of the change.
Register of members Filing (“ROM”)
- A BVI Company oblige now to file their register of the members (“ROM”) with the BVI Registry.
- If a BVI company has shareholder(s) who act as nominee shareholders, the company must disclose any nominee relationships together with information about the person(s) that have nominated the nominee shareholder. If any details of the nominee shareholders change or the details of the nominee agreements change, this information must be filed with the Registry.
Filing requirements of members
- Existing Company registered in BVI must make this filing until 2 July 2025
- A newly registered company must submit this filing within 30 days from the date of registration. If the legal entity fails to submit the filing within the specified period, it cannot commence its activities until this application is submitted.
- A company continuing its business in the BVI that has been transferred from another jurisdiction must make this filing within 30 days of its continuation.
- Any changes to the register of members must be filed with the BVI Registry within 30 days.
- The Certificate of Good Standing will not be granted if the company fails to submit the register of members within the specified period.
- Register of members is not available for public inspection
- New Register of members filing fees have been introduced, although existing companies are exempt from paying the fee for their Register of members filing, if they file this by 2 July 2025.
- BVI Listed Entities and Funds are exempt from these new filing requirements.
Nominee shareholder(s)
A nominee shareholder is defined as anyone who
- A nominee shareholder is defined as anyone who holds shares in a Company and exercises the associated voting rights according to the instructions of a nominator, without any discretion or receives dividends on behalf of a nominator
- A nominating member may terminate the appointment of a nominee shareholder at any time.
- If shares in a Company are held under a nominee arrangement, this must be disclosed in the ROM, together with information about the person(s) that have nominated the nominee shareholder.
Register of directors (“ROD”) Filing
The new amendments introduce a new deadline for appointing a company’s first directors and a deadline for filing a register of directors (“ROD”) with the BVI Registry.
- A newly incorporated company must appoint its first directors within 15 days of incorporation.
- The register of directors must be filed with the BVI Registry within 15 days of the appointment of the first directors. The company cannot commence business until it has filed its register of directors within the prescribed deadline.
- A company that has transferred to the BVI jurisdiction from a foreign jurisdiction must file its registration of directors within 30 days of its continuance.
- Any changes to the register of directors must be filed with the BVI Registry within 30 days.
- The Certificate of Good Standing will not be granted if the company fails to submit the register of members within the specified period.
Consequences of non-compliance
- Deregistration and liquidation if the company fails to file any information (including ROD, ROM and ROBO) and/or fails to pay any fines imposed within the prescribed period.
- Any director, general manager, secretary or officer who fails to comply with the amendments to the BVI Business Companies Act will be deemed to be in breach or non-compliance with the legislation and will be subject to penalties.
You may also interested to read the information:
Guidance on Filing Beneficial Ownership Information
Guidelines on Beneficial Ownership Obligations under the Anti-money Laundering.
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