Overview
The British Virgin Islands (“BVI”) continues to strengthen its financial services sector by aligning with international standards, including those set by the Financial Action Task Force (FATF). The BVI Business Companies (Amendment) Act 2024 (the “Amendment Act”), which modifies the BVI Business Companies Act (the “Act”), was published in the BVI Gazette on 26 September 2024. While it has not yet come into force, it’s anticipated to be implemented soon.
Below, we highlight the key amendments:
Register of Members
The Amendment Act introduces clarifications regarding the information required in a company’s register of members. Specifically, details about nominee shareholders must be maintained and filed with the BVI Registrar of Corporate Affairs (the “Registrar”).
Additionally, companies are now required to file their register of members with the Registrar within 30 days of incorporation or continuation into the BVI. Any changes to the register must also be filed within 30 days of such changes. Notably, the register of members will remain private unless the company opts to make it publicly accessible.
Listed companies and BVI funds are exempt from filing their register of members, but only at the time their shares are listed or when they are registered as a fund. Otherwise, the standard filing requirements apply. Companies that have been struck off, dissolved, and subsequently restored to the register are not required to submit a copy of their register of members.
Beneficial Ownership
The Amendment Act adopts the commonly accepted definition of a “beneficial owner” (i.e., ownership or control of 10% or more) and mandates that companies collect, maintain, and keep updated records of beneficial ownership information.
The Act also shifts the responsibility for filing beneficial ownership data from the Beneficial Ownership Secure Search Portal to the Registrar. Companies must file this information within 30 days of incorporation or continuation into the BVI.
Certain companies are exempt from this requirement, including:
- companies whose shares are listed on a recognised exchange; or
- BVI funds where such funds beneficial ownership information is held by either (i) a person who holds a Category 6 investment business licence in accordance with the Securities and Investment Business Act (as revised), or (ii) its authorised representative or other person licensed by the Financial Services Commission that has a physical presence in the BVI, and such person ensures that the beneficial ownership information can be provided to the Registrar within 24 hours of a request for such information.
In such cases, a notice must be filed with the Registrar within 30 days, providing the name and address of the individual holding the beneficial ownership information. Registered agents must verify the accuracy of beneficial ownership information prior to filing, and companies must update the Registrar within 30 days of any changes. Importantly, this information will not be publicly accessible.
Registered agents will be required to take reasonable measures to verify the beneficial information provided prior to filing and, where beneficial ownership information changes, the company must file information in respect of the change within 30 days of becoming aware of the same.
Significantly, this filing with the Registrar is not publicly accessible.
Appointment of first directors
The Amendment Act provides that the registered agent of a company must appoint a first director or directors within 15 days of the date of incorporation of the company. Previously a first director or directors was required to be appointed within 6 months of the date of incorporation of a company.
Rectification of register of directors
Where a register of directors does not include information or includes inaccurate information, or there is an unreasonable delay in entering the required information, the Amendment Act provides that a member, director, or any person aggrieved by the omission of the relevant information may apply to court for an order to rectify the register of directors.
Continuation under foreign law
Where a BVI company intends to redomicile out of the BVI, the Amendment Act widens the scope of the declaration that the directors are required to file with the Registrar. The declaration must include confirmation that a company does not have any pending requests from a competent authority to produce documents or provide information that has not been satisfied, that no receiver has been appointed over the company or its assets, and that the company is not aware of any legal proceedings pending against it or its shareholders, directors, officers or agents as it directly pertains to the affairs of the company.
Next Steps
For further questions or concerns regarding the Amendment Act, please reach out to your usual Campbells contact.
