The BVI Business Companies (Amendment) Act, 2024 ("Amendment Act") introduces significant updates to the BVI Business Companies Act, designed to enhance transparency, strengthen compliance frameworks, and uphold the British Virgin Islands’ reputation as a premier financial jurisdiction. The Amendment Act officially came into effect on 2 January 2025 (“Effective Date”). Below is a summary of the key changes and their implications for businesses.
Filing of Registers of Members (“ROM”) One of the most impactful changes is the mandatory filing of a company’s register of members with the Registrar of Companies.
Initial Filing: Newly incorporated or continued companies must file their registers within thirty (30) days of incorporation or continuation.
Existing Companies (Transitional period): Existing companies must file their registers within six (6) months from the Effective Date.
Updates: Subsequent changes to the register must also be filed within thirty (30) days.
Privacy: The register remains confidential, accessible only to the company, its registered agent, domestic competent authorities, and law enforcement agencies, unless the company opts for public accessibility.
Nominee Shareholders: Additional information to be included in the register of members, including information on all nominee shareholders, inter alia the following: (a) the name and address of the nominator; (b) the date on which the nominee shareholder ceased to be a member; and (c) the date on which a person ceased to be a nominator.
Exemptions: Companies whose shares are listed on a recognised exchange, investment funds, and struck-off companies are not required to file this register.
Register of Beneficial Owners (“RBO”) The Amendment Act reinforces the collection, maintenance, and filing of accurate BO information:
Definition: Beneficial owner means a natural person who ultimately owns or controls, whether directly or indirectly, 10% or more of the shares or voting rights in a company.
New Filing Requirement: BO information must be filed with the Registrar within thirty (30) days of incorporation or continuation, replacing the current designated filing system.
Existing Companies after the Effective Date (Transitional period): BO information must be filed with the Registrar within six (6) months from the Effective Date.
Exemptions: Listed companies and certain investment funds remain exempt, provided their BO information is accessible within 24 hours when requested by the Registrar.
Non-compliance: Penalties for failure to file the beneficial owner information (i.e., appointment or cessation) are US$500 for the first month, US$550 for the next two months, and then US$600 each month up to three months; failure to file a change of particulars in the beneficial ownership information is US$500 per month, capped at US$6,000.
Appointment / Filing of First Directors The timeline for appointing the first directors of a company has been reduced:
New Deadline: Directors must now be appointed within fifteen (15) days of incorporation, down from the previous six-month timeframe.
Filing: Companies must file the initial copy of register of directors with the Registrar within fifteen (15) days of the appointment.
Penalties: Penalties for failure to file the initial register of directors (i.e., appointment / cessation) are US$300 for the first month, US$350 for the next two months, and then US$400 each month up to three months, failure to file changes of directors (i.e. appointment / resignation) are US$300 per month up to US$3,600 and failure to file changes in the particulars of the directors is US$200 per each month, capped at US$2,400.
Rectification of Register of Directors (“ROD”) The Amendment Act provides a mechanism for rectifying inaccuracies or omissions in the register of directors through court applications.
Continuation Under Foreign Law Companies seeking to redomicile outside the BVI are now subject to additional requirements:
Director Declarations: Applications must include confirmations that the company has no pending compliance requests, receivership orders, or unresolved legal proceedings.
Enhanced Oversight: These measures aim to ensure that companies exiting the BVI meet all regulatory obligations.
Next Steps for Businesses
We encourage existing companies to start preparing to ensure compliance with the new requirements. Alpadis recommends the following steps:
Review Existing Registers: Ensure that registers of members which include information on nominee shareholders, if applicable and register of directors are up-to-date and ready for submission.
Verify Beneficial Ownership Information: Collaborate with registered agents to authenticate BO data for timely filing.
Consult Professionals: Seek guidance on how these changes may impact your company’s operations and filing obligations.
At Alpadis, we are committed to supporting our clients through these regulatory changes. Should you have any questions or require assistance in navigating the new requirements, please contact us. Our team is here to ensure your business remains compliant and well-positioned for success.
