There have recently been a number of amendments to BVI company law 1. While many of these amendments are technical and will not have a material impact on clients, there are some key changes of which clients should be aware. For companies administered by Conyers Corporate Services, we do not anticipate that any positive action will be required by our clients to comply with the changes.

All amendments came into force on 2 January 2025, although companies incorporated prior to this date generally have a 6 month transitional period in which to comply.

1. Changes to the Filing of Beneficial Ownership Information

BVI companies have for some time been required to file certain information on their beneficial owners in the “Beneficial Ownership Secure Search System” (BOSS), a system maintained by the International Tax Authority of the British Virgin Islands.

With effect from 2 January 2025, beneficial ownership information will now need to be filed with the BVI Registry of Corporate Affairs through its VIRRGIN system rather than through BOSS2. As with BOSS, the beneficial ownership information that is filed will not be accessible by the public. It will only be accessible by certain law enforcement and regulatory authorities.

The transition to the new filing system also involves some substantive changes to the filing obligations:

  • Whereas under BOSS information needed to be filed in respect of beneficial owners controlling 25% or more of the shares or votes of a BVI company, the new legislation reduces the threshold to 10%3.
  • More expansive information now needs to be filed on trusts that directly or indirectly own BVI companies, including information on the settlor, protector and beneficiaries with a vested interest in a trust. However, there is an important exception for trusts that have a licensed BVI trustee (such as Conyers Trustee Services (BVI) Limited). For such trusts, only details of the BVI licensed trustee need to be filed provided that the trustee holds the other beneficial ownership information and can make it available within 24 hours upon request by the Registry.
  • BVI investment funds (mutual funds, private investment funds, approved funds and incubator funds) are now also subject to additional obligations (even if a fund administrator is appointed). In particular, it will now be necessary to file in VIRRGIN information on any investor having a 10% or greater interest in the fund. However, there is an exemption to this requirement if the fund’s BVI authorised representative (such as Conyers Authorised Representative Limited) collects and maintains such information and can make it available within 24 hours upon request by the Registry. We will be contacting our fund clients separately in relation to this exemption.

For companies incorporated prior to 2 January 2025, the beneficial ownership information will need to be filed in VIRRGIN by no later than 1 July 2025. Once filed, any changes will need to be filed within 30 days.

For companies incorporated or continued into the BVI on or after 2 January 2025, the beneficial ownership information needs to be filed in VIRRGIN within 30 days of incorporation (with subsequent changes also to be filed within a 30 day period).

2. Filing of Register of Shareholders

There is now a new requirement to file a BVI company’s register of shareholders4 with the BVI Registry of Corporate Affairs.

  • The filed register of shareholders will not be accessible by the public. It will only be accessible by certain law enforcement and regulatory authorities.
  • For companies incorporated prior to 2 January 2025, the register of shareholders will need to be filed no later than 1 July 2025. Once filed, any changes to the register of shareholders will need to be filed within 30 days.
  • For companies incorporated or continued into the BVI on or after 2 January 2025, the register of shareholders needs to be filed within 30 days of incorporation (with subsequent changes also to be filed within a 30 day period).
  • The register of shareholders that is filed does not need to include details of historical shareholders who are no longer shareholders as at the date of the filing.
  • There are certain exemptions to the new filing requirement for public companies and investment funds.
  • There is a new, additional requirement in relation to “nominee shareholders”.5 In particular, where shares are held by a nominee shareholder it is necessary to file with the BVI Registry of Corporate Affairs information of the person for whom the shares are held for (referred to as the “nominator”), including their name and address.

3. Filing of information on Professional Directors

Where a BVI licensed corporate director or its representatives act as a professional director to a BVI company, there is a new requirement to file with the BVI Registry the name of the BVI licensed entity associated with the director services and  “where applicable, the name and address of the individual on whose behalf the person licensed to provide director services acts”.

Corporate and individual directors affiliated with Conyers Corporate Services at all times act in the best interest of the relevant company and do not act at the direction of any third party. Therefore, absent unusual circumstances, we would not expect any professional directors affiliated with Conyers to file any information about an “individual on whose behalf the person licensed to provide director services acts”.

4. Certificates of Good Standing

Certificates of good standing issued by the BVI Registry of Corporate Affairs will now include additional confirmations that the relevant BVI company has complied with its various filing obligations (or that such filings are not yet due). The certificates also now bear an expiry date from the date of issue.

5. Penalties and Regulatory Matters

The penalties for failing to comply with provisions of BVI company law have been significantly increased. Of particular note:

  • There is now a penalty of up to US$50,000 for BVI companies that fail to file their annual return (balance sheet and income statement) with their registered agent by the relevant deadline.
  • There is now a penalty of up to US$75,000 for any failure to collect, maintain and keep accurate and up-to-date beneficial ownership information.

A wide ranging “duty to cooperate” is also now imposed on every BVI company in respect of law enforcement and regulatory requests and the Financial Services Commission has been given additional powers to require a company to provide information on any matter concerning the business and affairs of the company.

Anticipated Future Changes

As noted above, the beneficial ownership information filed for a BVI company will not be accessible by the public. However, in accordance with certain commitments made by the BVI Government to the United Kingdom and international regulatory authorities, it is expected that legislation will be introduced over the next 3 months to allow certain persons with a “legitimate interest” to access the beneficial ownership information of BVI companies. How this “legitimate interest” will be defined and what other conditions will be imposed regarding access to beneficial ownership information are still uncertain. The current legislation states that future regulations on this topic may:

  • define what constitutes a legitimate interest and specify where a person does not have a legitimate interest.
  • restrict access to beneficial ownership of 25% or more (notwithstanding the filing of beneficial ownership at a 10% threshold).

We are here to help

As noted above, for companies administered by Conyers Corporate Services, we do not anticipate that any action by our clients will be required to comply with the changes. In certain cases, we may reach out to you to collect further information if that is required.

Please feel free to contact your usual Conyers contact or one of our lawyers listed below if you have any questions.

This article is not intended to be a substitute for legal advice or a legal opinion. It deals in broad terms only and is intended to merely provide a brief overview and give general information.

For further information please contact: media@conyers.com

1BVI Business Companies (Amendment) Act, 2024, the BVI Business Companies (Amendment of Schedule 1) Order, 2024, the BVI Business Companies (Amendment) Regulations, 2024 and the BVI Business Companies and Limited Partnerships (Beneficial Ownership Regulations, 2024.

2While BOSS is currently being phased out for beneficial ownership reporting, it will still be used in respect of economic substance reporting.

3The information to be filed for 10% beneficial owners is similar to BOSS and includes the name (and any former name), date and place of birth, gender, occupation, nationality and principal residential address of the beneficial owner.

4Or “register of members” as it is referred to in the Act.

5“Nominee shareholder” is defined as a shareholder that exercises the voting rights of the shares according to the instructions of a nominator without any discretion or receives dividends on behalf of a nominator

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