Changes to the BVI Business Companies Act

The changes gazetted in September 2024 by the BVI Business Companies (Amendment) Act, 2024 (the Amendment Act) have now finally come into force with effect from 2 January 2025.

Register of members – private filing

Every BVI company, unless exempted, is now required to file a copy of its register of members with the BVI Registrar of Corporate Affairs (BVI Registry) within 30 days of incorporation. This is a private filing and will only be accessible by Competent Authorities and Law Enforcement Agencies. The register of members will not be publicly available unless the company elects to do so (generally only used where share charges exist for finance transactions).

Exempted from this filing requirement are BVI-listed companies and BVI funds.  A BVI company that has a nominee shareholder on its register of members will also have to file certain information on the nominator. 

Beneficial ownership information – private filing

From 2 January 2025, beneficial ownership information on companies will no longer be filed with the BVI International Tax Authority on the BOSS portal, and instead will be filed with the BVI Registry.  

Companies must now file with the BVI Registry on persons holding 10% or more beneficial ownership within 30 days.  For the time being, this is a private filing and will only be accessible by competent authorities and law enforcement agencies. It will not be publicly accessible.

Similar to the register of members filing above, BVI-listed companies and BVI funds are exempted from this requirement (within certain conditions). 

Public access to beneficial ownership information

It is highly anticipated that future regulations will provide for some form of pathway for third parties that are able to demonstrate a legitimate interest in requesting beneficial ownership of a company from the BVI Registry. It is expected that the legitimate interest definition will be narrow in scope and involve an application and vetting process.   

If the requestor is ultimately successful in their application, such beneficial ownership information will be restricted to those beneficial owners holding 25% or more in that particular company. Similar to what other registries around the world have done or are in the process of introducing, it is likely that beneficial owners who may be at risk for significant harm (e.g. extortion, kidnapping, etc)will be allowed to apply for exemption for their information to remain private. 

Register of directors – private filing

The timeline for appointing a BVI company’s first director is reduced from 6 months to 15 days, and a copy of the register of directors is required to be filed with the BVI Registry within 15 days of the appointment of the first director.

The register of directors will continue to be a private filing and is only accessible in full by Competent Authorities and Law Enforcement Agencies. 

However, persons can apply to the BVI Registry for a list of directors for a prescribed fee.

BVI-licenced professional directors

Any companies that have BVI-licensed professional directors will now need to indicate in the register of directors filing the capacity in which the licensed director service provider is acting and on whose behalf. 

Certificate of good standing

Before issuing certificates of good standing in the future, the BVI Registry will take into account:

• Whether the company has filed its register of members, register of directors and beneficial ownership information and; 
• It has received any notification that the company has failed to file an annual return.

Certificates of good standing will now generally only be valid for 3 months from the date stated on the certificate. 

Transitional provisions

All legacy companies in existence prior to 2 January 2025 have 6 months to comply with this new filing provision through their BVI registered agent unless the BVI Registry provides a further extension.

What do you need to do?

As your BVI Registered Agent we (Ocorian) will handle all the above new filing requirements for you, our team will be in touch with you in that regard.

If you have any queries on these amendments, please contact Gareth Thomas, Raven Kelly, Kitty Chan, or your usual Ocorian contact. We are here to ensure you stay ahead of the latest developments and keep your companies compliant in the ever-evolving regulatory landscape.