The amendments are being introduced to ensure that the BVI keeps pace with and remains consistent with the international standards established by standard institutions, such as maintaining its leading role in the transparency and exchange of information for global tax purposes and in fighting financial crime. The relevant amendments to the BVI Business Companies Act 2004 was published in the Gazette on 26 September 2024, but the enforcement date has not yet been announced.
Register of Members
Currently, it only requires keeping a copy of the register of members at the registered agent’s office address in the BVI. The new amendment requires BVI companies to file the register of members with the Registrar of Corporate Affairs within 30 days after incorporation or any subsequent changes. For existing companies, it requires them to file their register of members within six months after the amendment is enforced.
Although the register of members is required to be filed with the Registrar of Corporate Affairs, it remains private unless the company chooses to make it public.
Only listed companies and BVI funds are exempt from this new filing requirement for the register of members.
In addition, extra information is required for nominee shareholder, the following information should be included in the register of members:
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.
Register of Directors
The timeframe for filing register of directors for the first director(s) has/have shortened from 6 months to 15 days after the company is incorporated.
For the ratification of inaccurate or omissions information in the register of directors, there will be a new mechanism allowing ratification through a court order.
If a company appoints a director who is licensed in the BVI to provide director services, the BVI company must also file the information of the licensed director service provider.
Beneficial Ownership
The new definition of a beneficial owner is a natural person who:
ultimately owns or controls, whether directly or indirectly, 10% or more of the shares or voting rights in the BVI company; or
holds, directly or indirectly, the right to appoint or remove majority of the directors of the board of the BVI company; or
exercises control over the management of the BVI company.
A beneficial owner is required to file to Registrar of Corporate Affairs within 30 days after incorporation or any subsequent changes, instead of using the BOSS Portal as currently practiced.
Only listed companies and BVI funds are exempted from this new filing requirement for beneficial owner information.
Continuation under foreign law
For a BVI company intending to redomicile out of the BVI to another jurisdiction, the directors are required to file a declaration with the Registrar of Corporate Affairs that includes the confirmations as below:
the company does not have any pending request from a competent authority to produce documents or provide information which has not been satisfied;
a receiver has not been appointed over the company or in relation to any assets of the company; and
the company is not aware of any legal proceedings, whether civil or criminal, pending against the company, or any member, director, officer or agent of the company as it directly pertains to the affairs of the company.
No immediate action is needed at this time. We will provide updates in subsequent communications.
