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The British Virgin Islands (BVI) government has introduced important amendments to the BVI Business Companies Act, 2004 (As Revised) that are contained in the BVI Business Companies (Amendment) Act, 2024 (the Amendment Act).

These changes are designed to ensure the BVI’s financial services sector continues to meet international standards and best practices.

Though not yet in force, the Amendment Act is expected to take effect relatively soon.

Register of members

Once implemented, unless exempt, every BVI company will be required to file a copy of its register of members with the BVI Registrar of Corporate Affairs (Registrar).

Although the register of members filed with the Registrar may be inspected by competent authorities and law enforcement agencies in certain circumstances, it will not be generally accessible by the public unless a company opts to make it public.

Listed companies and certain types of investment funds will be exempted from the above filing requirement.

A BVI company with any nominee shareholder(s) will also need to file certain prescribed information with the Registrar. This includes the name and address of the nominator, the date on which the nominee ceased to be a member, and the date on which a person ceased to be a nominator.

Beneficial ownership

The Amendment Act clarifies the definition of “beneficial owner” and confirms the long-standing position that beneficial ownership must take into account both ownership and control. Beneficial ownership information will now need to be filed with the Registrar, rather than on the Beneficial Ownership Secure Search system.

This filing will not be publicly accessible and beneficial ownership information will need to be filed within 30 days of the incorporation of a BVI company.

Companies falling under certain categories – such as listed companies and specified BVI funds – will be exempt from filing beneficial ownership information provided that certain prescribed conditions are met. If any changes occur in a company’s beneficial ownership, those changes will need to be reported to the Registrar within 30 days.

Future regulations may allow beneficial ownership information to be accessible by individuals or entities that demonstrate a legitimate interest. However, this would likely only apply to ownership stakes of 25% or more.

Directors

Pursuant to the Amendment Act, the timeline for appointing a BVI company’s first director(s) will be shortened from six months to 15 days. Additionally, a copy of the register of directors will be required to be filed with the Registrar within 15 days of appointment of the first director(s).

While the filed copy of the register of directors will be available to the relevant company, competent authorities, law enforcement agencies and the company’s registered agent, it will not be made generally accessible to the public. However, the Registrar may continue to provide a list of directors to any third party on the request for payment of the prescribed fee.

Where a person licensed by the BVI Financial Services Commission to provide director services acts as a director of a BVI company, the relevant company will be required to indicate the capacity in which such a licensed director service provider is acting. The company will also need to record and file with the Registrar the name of the relevant licensed director service provider and, where applicable, the name and address of the individual on whose behalf the licensed director service provider acts.

A director, member or any person who is aggrieved by an error or omission in a company’s register of directors will be able to apply to the High Court for rectification.

Continuation under foreign law

A BVI company that proposes to continue under the laws of another jurisdiction will now face additional requirements when filing its notice of intention to continue with the Registrar.

Among other things, the company will need to declare that: (1) it has no pending request from a competent authority to produce documents or provide information; (2) a receiver has not been appointed over the company or its assets; and (3) there are no legal proceedings pending against it or any member, director, officer or agent of the company.

Certificate of good standing

To obtain a certificate of good standing, a BVI company will need to meet additional requirements where applicable. These include filing up-to-date copies of its register of members and register of directors, as well as beneficial ownership information.

Furthermore, the Registrar must not be in receipt of any notification that the company has failed to file an annual return. Certificates of good standing will be valid for a specified period under forthcoming regulations.