DISCLAIMER: This post was last modified on 21 October 2024. Some information in this article may not be updated.

The British Virgin Islands (“BVI”), as it continues to be a leader in the ever-evolving financial services sector, has proposed updates to the BVI Business Companies Act (the “Act”) via the BVI Business Companies (Amendment) Act 2024 (the “Amendment Act”).  The Amendment Act seeks to adopt changes that build on recommendations set out by the Financial Action Task Force (“FATF”), which will further enhance the jurisdiction’s ability to combat potential abuse of the financial services sector. The Amendment Act was published in the BVI Gazette on 26 September 2024 but has not yet come into force. We at Bolder are providing this update as we anticipate that the Amendment Act will be implemented soon. The following is a summary of some of the significant changes.

Register of Members

Pursuant to the Amendment Act, the requirements of the register of members have been clarified, and in particular, a copy of the register of members and nominee shareholder details, if applicable, must now be included and filed with the BVI Registrar of Corporate Affairs (the “Registrar”).

A copy of the Register of Members must be filed with the Registrar within 30 days of the company’s incorporation or continuation into the BVI. Similarly, any changes must be filed with the Registrar within 30 days of the change.

Listed companies and BVI funds are exempt from the filing requirements.

Significantly, the register of members will remain private unless the company opts to make it publicly accessible.

Beneficial Ownership (“BO”)

The Amendment Act has included the generally accepted definition of “Beneficial owner” as meaning a natural person who ultimately owns or controls 10% or more of the entity.

A company incorporated or continued into the BVI before the Amendment Act comes into force must comply with the requirements to file the beneficial ownership information within six months of the effective date of the Amendment Act.  BVI companies will be required to maintain a record of their beneficial owners and file the same with the Registrar within 30 days of such incorporation or continuation.

Listed companies and BVI funds are exempt from the BO filing requirements, but BVI funds will be required to hold BO information.  A person holding a Category 6 license under the BVI Securities and Investment Business Act (“SIBA”) or another authorized representative with a physical presence in the BVI must have the BO information and make it available to the Registrar within 24 hours if requested.

Other than BVI funds, the registered agent is responsible for verifying the accuracy of the BO information.  Any changes to the BO information must be filed with the Registrar within 30 days of the change. The BO information filed with the Registrar is not publicly accessible.

Changes to Directors

The time frame for a BVI company to appoint its first director(s) will be reduced from 6 months to 15 days, meaning that the initial copy of a company’s register of directors must be filed for registration with the Registrar within 15 days of the director(s) being appointed.

The Registrar will maintain a copy of the register of directors, which is not publicly accessible.

Where an entity is licensed in the BVI to provide director services to companies on a commercial basis, a BVI company that uses that service will need to indicate to the Registrar the capacity in which the service provider is acting (corporate or individual) and file this information with the Registrar along with the name and address of the individual or entity represented.  The company will need to file the information with the Registrar at the same time as the filing of the register of directors. Any changes must be provided to the Registrar within a reasonable timeframe (15 days being suggested).

Where a register of directors omits information or includes inaccurate information, or there is an unreasonable delay in entering the required information, the Amendment Act will allow a member, director, or any person aggrieved by the error and/or omission to apply to the court for an order to rectify the register of directors. The BVI High Court will have wide discretion to address any matters necessary for rectifying the register of directors, including but not limited to any issue concerning a person’s right to have their name entered in or removed from the register of directors and disputes between two or more directors or between directors and the company.

Restoration of Struck Companies

With the changes proposed by the Amendment Act, the requirements for restoration of a struck off and dissolved company have been revised to make it easier for creditors and other persons to apply to restore such companies. The current or former Registered Agent (“RA”) will be specifically excluded from the list of persons who may apply to the Court to have a company restored.

Previously, the RA had to declare that the BVI company’s records were updated for restoration. With the Amendment Act, a proposed RA can instead provide an undertaking to update the records within 14 days of restoration.  Where this undertaking is not fulfilled, the company will be struck off by the Registrar.  Additionally, the company must file copies of its register of members and directors with the Registrar within 14 days of restoration unless these registers were filed before the company was struck off.

A struck company will be dissolved on the same date specified in the Registrar’s notice of intention to strike off, resolving previous uncertainties regarding the dissolution date.

The period of 30 days for filing the sealed Court order to restore a company with the Registrar has been extended to 60 days.  Failure to meet this filing timeline will result in a penalty instead of invalidating the order.

Continuation of Companies Under Foreign Law

Should a BVI company decide to continue out of the BVI and continue its legal existence in another jurisdiction, the requirements under the Amendment Act will require a more detailed compliance declaration. 

The declaration that the directors are required to file with the Registrar will have to include statements confirming:

• The company does not have any pending request from a BVI competent authority to produce documents or provide information which has not been satisfied;
• A receiver has not been appointed over the company or in relation to any assets of the company;
• The company is not aware of any legal proceedings, whether civil or criminal, pending against the company, or any member, director, officer or agent of the company as it directly pertains to the affairs of the company.

Transition

Please bear in mind that the proposed changes contained in the Amendment Act are not yet in force, and there is the possibility that certain changes being considered may come into force before others.

Companies may be required to comply with requirements to file their register of members, nominee shareholder, beneficial ownership, and any appointed licensed director service provider within six months of the Amendment Act coming into force.  We would therefore recommend that, given the short window of time to meet some or all of these new requirements, you make sure that your company’s information is kept up to date to ensure that you can comply with the new filing requirements.

When these changes come into force, they will create new and continuing obligations that we do not anticipate as being unduly onerous.  The BVI is a resilient jurisdiction which continues to meet challenges and evolve as needed.  With these new changes, there will be enhanced transparency and increased efficiency, adding to the jurisdiction’s ability to continue its legacy as a leading finance centre.

Contact Us

Should you have any questions about the changes proposed by the Amendment Act, please reach out to your usual Bolder contact or any member of our BVI Governance team.

The BVI government has published the full text online, which can be accessed through this link:

 Act No 15 of 2024-BVI Business Companies (Amendment) Act, 2024.pdf (gov.vg)

Bolder Group does not provide financial, tax or legal advice and the information contained herein is meant for general information purposes only. We strongly recommend that before acting on any of the information contained herein, readers should consult with their professional advisers. The Bolder Group accepts no liability for any errors or omissions in the information, or the consequences resulting from any action taken by a reader based on the information provided herein.

Bolder Group refers to the global network of independent subsidiaries of Bolder Group Holding BV. Bolder Group Holding BV provides no client services. Such services are provided solely by the independent companies within the Bolder Group which are each legally distinct and separate entities and have no authority (actual, apparent, implied or otherwise) to obligate or bind Bolder Group Holding BV in any manner whatsoever. The operations of the Bolder Group are conducted independently and have no affiliation with third party financial, tax or legal advisory firms or corporations.