There are various amendments that the BCA Amendment 2022 introduces. We have highlighted below the most relevant amendments to the BVI Companies Law.
The below amendments to the law will become effective on January 1, 2023, therefore, by the end of 2022, BVI Business Companies should be ready to be compliant with the new legislation.
Choosing a BVI Resident Voluntary Liquidator
The amendments to the BVI Companies Law now require entities to appoint a BVI resident liquidator to voluntarily liquidate a solvent BVI company. It will be possible to have, in addition to the BVI resident, a non-resident voluntary joint liquidator. Moreover, liquidators will be required to take all required actions to obtain financial/accounting records before commencing the liquidation process.
Bolder Group can provide local voluntary liquidator services to your entity if desired.
Filing of Annual Financial Records and Accounts with the Registered Agent (“RA”)
In an aim to improve transparency the BCA Amendment 2022 introduces a requirement to file annual returns with the RA. We anticipate that the filings will include financial information (i.e., a simple balance sheet and profit and loss) which will not need to be audited.
Annual returns will need to be filed within 9 months of the end of an entity’s financial year and the RA will have an obligation to inform the BVI Financial Services Commission of any breach, within 30 days of the due date.
Information with the RA will not be made publicly available, and nor will the RA be obliged to file the information with any regulator or BVI governmental authority.
There will be exceptions for certain entities that are regulated in the BVI as well as listed companies.
Strike Off and Dissolution
In an attempt to reduce the number of struck-off companies, companies which have been struck off will automatically be dissolved after the expiration of 6 months from the date of strike off. Please be aware that the assets of a dissolved company will automatically be vested in the Crown. Directors/members cannot act on behalf of the entity until it has been restored.
The companies which currently have a “struck off” status, have 6 months starting 01 January 2023, to restore via their RA and after 30 June 2023, the status will change to “dissolved”. At that point, the assets owned by the company will vest in the Crown
We urge clients to either properly liquidate or restore their companies if they are currently struck off and still hold assets, so as to avoid the higher costs which will be applicable next year.
If you are thinking of allowing your company to be struck off, please contact us to discuss.
Restoration of dissolved companies
The BCA Amendment 2022 will simplify the method to restore a dissolved company by application to the Registrar of Corporate Affairs within five years of the date of dissolution; provided, however, the company meets certain requirements. There is also a requirement to take steps to notify the Crown if any property has vested in it.
Resignation by the RA
The period of notice by RAs to give to their clients indicating their intent to resign from representing such clients will be reduced from 90 days to 60 days. The RA will be deemed to have resigned at the end of the notice period, so there is no need to file another notice indicating actual resignation.
Register of Directors
The names of directors of a company will be searchable to paying individuals under the BVI’s VIRRGIN system. The VIRRGIN system is only searchable by an Administrator. The Administrator must be an employee of a bona fide Register of Corporate Affairs user (firm or individual) and resident in the BVI. A member of the public could ask an Administrator to search against a BVI company to ascertain who the directors of that company are. The searches will be relatively expensive, estimated to be no less than US$200 per company, and the search will only provide the names of the directors.
The BVI Financial Services Commission will protect the personal data of “active” directors and will only extract information from the privately filed Registers of Directors omitting any dates of birth and addresses of the Directors. Likewise, the names of former directors will not be available.
The Register of Directors will also need to include persons who act in the capacity of alternate directors, irrespective of how transient the appointment may be.
Please contact your Bolder Group representative if you have any questions regarding the Register of Directors and/or appointment of an alternate director.
Register of Persons with Significant Control
The BCA Amendment 2022 provides that a Register of Persons with Significant Control might be kept in accordance with the applicable regulations (the “Regulations”). These Regulations have not yet been published and we anticipate that they will be similar to international standards on these types of registers. It is also expected that there will be restrictions on the amount of personal data available on such register.
As you may recall, the BVI government had already made a commitment to introduce such a register by the end of 2023.
BVI Companies Continuing Out of the BVI
The BCA Amendment 2022 introduces a requirement to publish in the Gazette a notice of intention to continue a BVI company outside the BVI.
As indicated above, the amended legislation is in its early stages and we are waiting for more information from the BVI Financial Services Commission. The same applies in respect of the Regulations which have not been published yet.
Just as soon as more information is available, we will send out another update.
For any questions, please do not hesitate to contact your usual Bolder Group representative.