09.01.2025

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AMENDMENTS TO BVI LEGISLATION

KEY POINTS

  • Filing of Register of Members with BVI Registry.
  • Register of Members not publicly accessible.
  • Beneficial Ownership Information to be collected, kept updated and maintained by the Registered Agent.
  • Beneficial Ownership Information to be filed with BVI Registry.
  • Nominee Shareholder information and Nominee Director information to be entered in the company’s registers.
  • Shorter time period within which to appoint company’s first director.
  • Certificate of good standing issued by Registry will only be valid for a specified period.

 

Dear Valued Clients,

AMENDMENTS TO BVI COMPANIES LEGISLATION

The British Virgin Islands (BVI) recently enacted the BVI Business Companies (Amendment) Act, 2024 which came into force on 2 January 2025.

The new amendments are intended to strengthen the BVI business companies’ regime and ensure continued compliance with international standards in financial services. The link to the amendments is set out below:

BVI BUSINESS COMPANIES (AMENDMENT) ACT, 2024

The following are the key changes to the BVI Business Companies Act:

Filing of Register of Members

  • every company will be required to, file a copy of its register of members with the BVI Registrar of Corporate Affairs (the Registrar). The proposed filing deadlines are as follows:
    For existing companies Within 6 months once the Amendment Act comes into force
    New Companies/Continued Companies Within 30 days from incorporation or continuation
    Listed companies and BVI Funds Exempted
  • every company will be required to provide further information for the register of members, including information on ‘nominee shareholders’. This information includes:
    • The name and address of the nominator;
    • the date on which the nominee shareholder ceased to be a member; and
    • the date on which a person ceased to be a nominator.
  • An existing company which had already opted to file its register of members prior to this date will not be required to file another copy of the register of members (unless the previously filed copy does not contain all the required information).

Register of Directors

  • the period within which a company is required to appoint its first director(s) will be reduced from 6 months to 15 days;
  • the initial register of directors must be filed with the Registrar within 15 days of appointment of the first director(s);
  • Where Professional Directors are appointed (Directors licensed by the BVI regulator), the entity must file with the Registrar:-
  1. Confirmation as to capacity in which Professional Director is acting (corporate or individual capacity);
  2. Name of the Professional Director; and
  3. Name and address of the individual on whose behalf the Licensee is acting.

Beneficial Ownership (“BO”)

  • Whereas under current law the obligation to collect, keep and maintain beneficial ownership information is the registered agents, the Amendment Act now shifts such obligations to the company.
  • The register of beneficial ownership, and any ongoing changes, will now be filed with the Registrar (unless exempted1) within 30 days of incorporation or continuation.
  • The Act requires beneficial ownership information to be authenticated prior to filing. Any changes to the information must be filed within 30 days.
  • The deadline for filing the beneficial ownership information for existing companies is within 6 months.

Other Changes

  • an application to register a foreign company in the BVI will need to contain additional information, such as the registered office address in its country of incorporation and a list of members as at the date of application;
  • the period of written notice which a foreign company’s registered agent needs to give before resigning from that role will be increased from 30 days to 60 days;
  • The declaration requirements for directors of an entity intending to redomicile out of the BVI will be expanded.
  • the conditions for restoration of struck off and dissolved companies will be streamlined to make it easier for creditors and other persons to apply to restore such companies to the Register of Companies;
  • the validity of a certificate of good standing issued by the Registrar will be valid for a period of 3 months from the date of the certificate if all the applicable registers have been filed;
  • an obligation will be placed on companies to cooperate with competent authorities in the performance of their statutory duties; and
  • the penalties for late payment of fees or late filings will be increased, with the framework for penalties to be streamlined generally.

Next Steps

The proposed changes are effective 2 January 2025. Portcullis shall be writing to you in due course with further guidance for regulatory compliance.

Please contact your Portcullis Relationship Manager or one of our representatives for assistance or further information should you have any questions relating to these amendments.

PORTCULLIS GROUP
www.portcullis.co

1 Exemptions apply to listed companies and Fund companies that meet certain conditions i.e. the company’s beneficial ownership information is held by (i) a person who holds a Category 6 Investment business license pursuant to the Securities and Investment Business Act or (ii) the company’s authorized representative, or other person licensed by the BVI Financial Services Commission that has a physical presence in the BVI AND the beneficial ownership can be provided to the Registrar withing 24 hours of request by the person who holds such information. The company must file the name and address of such person with the Registrar.