Significant changes to the BVI corporate legislative framework took effect on 2 January 2025, with the implementation of the BVI Business Companies (Amendment) Act, 2024 and the BVI Business Companies and Limited Partnership (Beneficial Ownership) Regulations, 2024.
These amendments affect aspects of corporate governance and compliance, including the Registers of Members, Directors, Beneficial Owners, and the Continuation In/Out of the BVI and have been specifically designed to enhance transparency and align with evolving international corporate standards.
The key changes address the following areas:
1. Register of Members
All BVI companies are now required to submit a copy of their Register of Members (RoM) to the BVI Registrar of Corporate Affairs.
Filing Deadlines:
- Existing companies: Submit within 6 months of the amendment’s effective date.
- New companies (entities incorporated or continued in the BVI on or after 2 January 2025): within 30 days from incorporation or continuation into the BVI.
- Any changes: Report within 30 days of awareness.
Key Notes:
- Nominee shareholder arrangements must be disclosed in the RoM, together with information about the person(s) who have nominated the nominee shareholder. 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.
- The Registry will impose new filing fees for RoM submissions. However, existing companies will not be charged by the Registry for their initial RoM filing provided it is completed within six months of the effective date. Please note that Registered Agents may apply a professional fee for handling and processing the submission.
- Publicly listed companies and specific BVI investment funds are exempt from this requirement.
- A company will not be eligible for a certificate of good standing in case of not filing.
- The filed RoM will not be publicly accessible; access is restricted to the company, its registered agent, competent authorities, and law enforcement agencies.
2. Register of Directors
New requirements have been set for companies regarding their Register of Directors (RoD).
Key Requirements:
- Newly incorporated companies must appoint their first directors within 15 days of incorporation.
- The RoD must be filed with the BVI Registry within 15 days of the first directors’ appointment (business cannot commence until this filing has been completed).
- Foreign companies migrating (continuing) to the BVI must file their RoD within 30 days of migration.
- Any changes to the RoD must be reported to the BVI Registry within 30 days.
Key Notes:
- Information about directors remains publicly accessible, but full access is restricted to the company, its registered agent, competent authorities, and law enforcement agencies.
- If a director is licensed under the BVI Banks and Trust Companies Act or the Company Management Act, additional details must be included in the ROD.
3. Register of Beneficial Owners
One of the major changes under the amendments is the introduction of the Register of Beneficial Owners (RoBO), which requires companies and limited partnerships to collect, maintain, and file up-to-date beneficial ownership information. This new system replaces the previous Beneficial Ownership Search System (BOSS).
Definition of Beneficial Owner: A beneficial owner is now defined as any natural person who owns or controls 10% or more of a company or partnership (previously 25% under BOSS).
For companies and other legal entities (excluding listed entities): A beneficial owner is any individual who owns or controls 10% or more of the shares or voting rights, has control over the appointment of board members, or otherwise exercises significant influence or control over the company’s management.
- For Limited partnerships (excluding listed entities): A beneficial owner is any person entitled to 10% or more of the capital, profits, or voting rights, or who otherwise has control over the partnership’s management.
- For Trusts: Beneficial owners include the trustee, settlor, protector (if any), beneficiaries with a vested interest, or any individual who exercises ultimate control over the trust. If the trustee is a licensed corporate trustee, only the trustee’s name must be included in the Register of Beneficial Owners (RoBO).
Filing Deadlines:
- Existing companies/partnerships: Submit within 6 months of the amendment’s effective date.
- New companies/partnerships (incorporated or continued in the BVI on or after 2 January 2025): within 30 days from incorporation or continuation into the BVI.
- Any changes: Report within 30 days of awareness.
Key Notes:
- The BVI Registry will charge new filing fees for the RoBO filings, but an existing company/partnership will not be levied any fee to file its initial RoBO, provided this is done within 6 months. Please note that Registered Agents may apply a professional fee for handling and processing the submission.
- A company/partnership must comply to remain eligible for a certificate of good standing.
- Additional information required includes the beneficial owner’s occupation, gender, ownership percentage, and the nature of interest in company/partnership.
- The RoBO is not available for public inspection; access is limited to the company, its registered agent, competent authorities, and law enforcement agencies.
- No filings are required where the company/ partnership:
- Is a listed entity on a recognised exchange;
- Is a regulated BVI investment fund whose beneficial ownership information is held by a licensed person or authorised representative with a physical presence in the BVI and can provide it to the Registry within 24 hours;
- Is a subsidiary of a parent that has filed its RoBO and holds at least 75% ownership or voting rights;
- Is subject to equivalent international disclosure standards; or o Was dissolved or de-registered before 2 January 2025 (unless seeking restoration).
4. Continuation In/Out of the BVI
The amendments also introduce new provisions for entities continuing in or out of the BVI:
Continuations Out: A certificate of discontinuance will only be issued if the entity has filed its RoD, RoM, and RoBO, there are no outstanding document requests from authorities, and no pending criminal or civil litigation proceedings against the entity, its shareholders, directors or other officers.
Continuations In: Companies intending to continue into the BVI must file their RoD, RoM, and RoBO with the Registry and include the address of their registered office in the jurisdiction of incorporation.
These amendments aim to increase transparency and ensure compliance with international standards. Companies and limited partnerships operating within the BVI must take prompt action to ensure they meet the new filing requirements and avoid penalties.
If you have any questions or need further clarification on these amendments, feel free to contact us.