New filing deadlines and other changes to the BVI Business Companies Act

changes to the BVI Business Companies Act

The BVI Business Companies (Amendment) Act was enacted on 2 January 2025. It updates requirements for certain corporate documents and establishes new filing deadlines with the Registrar of Companies. 

The changes impact the statutory obligations of both new and existing BVI companies. Therefore, it is essential for those planning to register a BVI company as well as current company owners to be aware of these updates.

The amendments are designed to strengthen anti-money laundering measures and enhance the British Virgin Islands’ reputation as a leading financial services center.

Summary table of filing deadlines in the BVI

Documents to file with BVI Registrar Filing deadline

Register of members

Within 30 days after incorporation

Beneficial ownership information

Within 30 days after incorporation

(Formerly – within 15 days) 

Appointment of first directors

Within 15 days after incorporation

(Formerly – within 6 months)

Register of directors

Within 15 days after incorporation

Register of Members 

According to the recent changes, all British Virgin Islands (BVI) companies are now required to submit a copy of their register of members to the BVI Registrar of Companies.

For new companies incorporated on or after 2 January 2025, the initial register of members must be filed within 30 days from the date of incorporation or continuation in the BVI. Existing companies must submit their register of members within six months of these amendments coming into force, meaning they must comply by 2 July 2025.

If there are any changes to the register of members, a company must submit an updated copy of the register within 30 days of the change.

The registers of members will remain confidential unless the company explicitly agrees to make them publicly accessible.

The obligation to file a register of members does not apply to listed companies or BVI investment funds. Additionally, a company that has been previously struck off and dissolved, but later restored by a court, will not need to submit a register if it had already filed one before being struck off.

Nominee shareholders

If a company’s member acts as a nominee shareholder, the register of members must also reflect:

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

BVI Company Directors

Timeframes for appointing first directors

The updated version of the Act requires the first registered agent of a newly formed BVI company to appoint one or more persons as the initial directors within 15 days of the company’s incorporation. Previously, this appointment could be made within six months.

Director services

The new requirement applies when a company utilizes director services provided by a person licensed by the BVI Financial Services Commission (FSC). 

Companies are now obligated to inform the Registrar when they use director services from a licensed service provider. This information must be submitted when filing a copy of the company’s register of directors. 

Director services can be offered either by a corporate entity licensed to provide these services or by an individual representing that entity.

Rectification of a register of directors through a court 

The law allows for the correction of inaccuracies, omissions, or delays in updating the register of directors by applying to the court. 

This right is available to directors, members, or any individuals whose rights have been affected by such inaccuracies, omissions, or delays.

Beneficial ownership information

The updated version of the Act clarifies the definition of beneficial owner, which was previously limited to references found in the Anti-Money Laundering Regulations.

A beneficial owner of a BVI company is defined as a natural person who:

  • Ultimately owns or controls, either directly or indirectly, 10% or more of the shares or voting rights in the company.
  • Holds, directly or indirectly, the right to appoint or remove a majority of the directors of the company.
  • Otherwise exercises control over the management of the company.

A company must submit beneficial ownership information to the Registrar within 30 days following its incorporation or continuation in the BVI. 

If there are any changes to the beneficial ownership information, these must also be reported to the Registrar within 30 days of the company becoming aware of the change.

As before, the information on company beneficial owners remains confidential. 

Company re-domiciliation out of the BVI

New requirements have been introduced for the process of re-domiciling a company out of the BVI. A BVI company that wishes to move to another jurisdiction must submit a notice to the Registrar, affirming the following:

  • The company has no outstanding requests for documents or information from any competent authority.
  • No receiver has been appointed for the company or its assets.
  • The company is not aware of any pending legal proceedings (civil or criminal) against it, its members, directors, officers, or agents that are directly related to the company’s affairs.

Additional requirements to obtain a Certificate of Good Standing 

To obtain a Certificate of Good Standing, a BVI company must meet certain new requirements in addition to the existing ones. Specifically, the company must have properly filed its corporate registers, which include:

  • Register of members,
  • Register of directors,
  • Beneficial ownership information.

Additionally, the Registrar must not have received any information from the registered agent indicating that the company has failed to file its annual return.

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