Amendments to the BVI Business Companies Act

The 2024 amendments to the BVI Business Companies Act (“Amendment Act”) introduce sweeping changes to align the British Virgin Islands (“BVI”) with international transparency and compliance standards.  The following are key updates under the Amendment Act. 

Key Updates to the BVI Business Companies Act

i.   Register of Members

The Amendment Act mandates that all companies, unless exempt, must maintain and file a register of members with the BVI Registrar of Corporate Affairs. This register, while not publicly accessible, will be available to domestic competent authorities and law enforcement agencies. The register must include shareholder details, share classes, and voting rights, along with dates of membership.

For nominee shareholders, the nominator’s details must also be recorded.  The register must be filed within 30 days of the company’s incorporation or subsequent changes.  Exemptions apply to listed companies and certain BVI fund categories. 

ii.   Beneficial Ownership Information

Companies are required to maintain accurate beneficial ownership information and submit it to the Registrar within 30 days of incorporation or continuation.

iii.  Exemption from Beneficial Ownership Information Requirement

Exemptions exist for specific funds and listed companies.  Changes to the beneficial ownership information are to be filed within 30 days of the changes being made.

Access to beneficial ownership details may be granted to parties with legitimate interests, limited to individuals holding 25% or more ownership.

iv.   Register of Directors

The timeline for appointing directors has been reduced to 15 days. The register of directors must also be filed within 15 days of appointments. While the full register remains confidential, a list of directors may be requested for a fee.

v.    Domiciliation of a BVI Company to a Foreign Jurisdiction

Stricter regulations now govern the re-domiciliation of BVI companies to foreign jurisdictions, requiring compliance declarations, including that there are no outstanding requests from competent authorities, no receiver has been appointed and there are no pending legal proceedings.

vi.   Restoration of a Struck-off or Dissolved Company

Restoration procedures for struck-off and dissolved companies now enable new registered agents to provide undertakings for compliance.  Current or former registered agents are excluded from applying to the Court for restoration.

 Companies must file their member and director registers within 14 days of restoration. Non-compliance results in fines and re-striking, including a penalty of $5,000 where a reapplication is made for restoration.

vii.   Annual Financial Returns

The Act introduces mandatory annual financial returns for companies, which must be submitted to the Registered Agent within nine months following the conclusion of the company’s financial year.  The initial due date is September 30, 2024.

viii.   Economic Substance

Economic substance regulations have also been updated, particularly affecting entities claiming tax residency in jurisdictions with corporate income tax systems. Entities must substantiate claims with appropriate documentation to enable exemption from the economic substance obligations.

ix.   Existing BVI Companies

Existing BVI companies must ensure the register of members and beneficial ownership data, nominee shareholder information, and information on any licensed director is provided within six months of the Amendment Act's effective date.

Failure to comply with the foregoing filing requirements can result in penalties of $600 for the first three months, $800 for the following three months, and ultimately the company being struck off. If a restoration is sought, a $2,500 penalty will also be due in addition to any outstanding penalties owed. 

III.            Conclusion

The affected parties are urged to familiarize themselves with these changes to avoid penalties and ensure smooth operations under the new regulatory framework.