Important amendments to the BVI Business Companies Act Gazetted on 26 September 2024

The BVI Business Companies (Amendment) Act, 2024 (“Amendment Act”), had been gazetted on 26 September 2024. This amendment aims to strengthen the jurisdictions reputation as a leading financial services center and to enhance its anti-money laundering capabilities.

The outline of the key changes related to:

1. Register of Members

2. (i) Appointment of first directors

    (ii)Rectification of register of directors

3. Beneficial Ownership

4. Continuation under foreign law

Key changes in the Amendment Act

1. Register of Members

Filing of Registers of Members

The Amendment Act makes it a requirement for BVI Business Companies to maintain and file their registers of members with the BVI Registrar of Companies (“Registrar”). This filing for existing companies, will need to take place within six months once the Amendment Act comes into force.

In addition, the initial register of members for new companies must be filed with the Registrar within 30 days of incorporation or continuation in the BVI. Any subsequent changes must also be filed within 30 days. Please note that the register of members remains private unless chosen to be publicly accessible.

Listed companies and BVI funds are exempt from filing of register of members under the Amendment Act. However, a company should ensure that it adheres to the filing requirements in the period between incorporation and approval for registration as an exempted entity, during which it will not benefit from the exemption. In addition, Companies that have been struck off, dissolved, and subsequently restored to the register are not required to submit a copy of its register of members.

Nominee Shareholders

The Amendment Act also introduces a requirement for additional information for the register of members, including information on all nominee shareholders. The information to be filed is as follows:

1. the name and address of the nominator;
2. the date on which the nominee shareholder ceased to be a member; and
3. the date on which a person ceased to be a nominator.

The filed register of members will only need to include information in relation to members of the company at the time the register is filed.

2. Register of Directors

Appointment of first directors

The timeframe for appointing the first director(s) has been reduced from six months to 15 days after incorporation.

Rectification of register of directors

The Amendment Act provides a mechanism for rectifying inaccuracies or omissions in the register of directors through court applications.

Professional Director Services

Where director services are provided to a company by a person licensed by the BVI regulator (a “Licensee”), the company must file with the Registrar, confirmation of the capacity in which the Licensee is acting (whether in corporate or individual capacity). This information must be filed at the time of filing the company's Register of Directors.

The company must also file with the Registrar (a) the name of the Licensee and (b) the name and address of the individual on whose behalf the Licensee acts.

3. Beneficial Ownership (“BO”)

The Amendment Act clarifies the definition of BO as ownership or control of 10% or more, requiring companies to collect and maintain accurate and up-to-date BO information.

BO information must now be filed with the Registrar within 30 days of incorporation or continuation, instead of the current BOSS Portal. This filing remains confidential.

Certain companies are exempt from this requirement, including:

1. companies whose shares are listed on a recognized exchange; or
2. BVI funds where such funds BO information is held by either
   (i) a person who holds a Category 6 investment business license in accordance with the Securities and Investment Business Act (as revised), or
   (ii) its authorized 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.

Registered agents must authenticate information before filing and promptly update any alterations within 30 days. BVI entities established before the Amendment Act's effective date must comply within six months.

4. Continuation under foreign law

For BVI companies intending to redomicile out of the BVI, the Amendment Act expands the declaration requirements for directors filing with the Registrar to include confirmations regarding the following:

• 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 pending against the company, or any member, director, officer or agent of the company as it directly pertains to the affairs of the company.