We would like to inform you about the amendments announced by the BVI Financial Services Commission related to all BVI Business Companies and new obligations as of 2^nd of January 2025. The recent changes affect the filing obligations of BVI business companies, introducing additional requirements for submitting registers of directors and establishing new obligations for filing registers of members and beneficial ownership information with the Registrar, among other changes.

In a recent communication, the BVI Financial Services Commission indicated that these changes would come into effect on 2nd January 2025 and all existing companies have 6 months (up to 02/06/2025) to proceed with the first filling and comply with the new requirements.  

Beneficial Ownership Information

• Definition: Beneficial owners are defined as individuals owning or controlling 10% or more.

Filing:

- Beneficial owner information must be filed with the BVI Registrar of Companies (no longer via the BOSS Portal).

- Filing deadline: 30 days after incorporation or continuation.

- Changes must be reported within 30 days.

• Exemptions:

1. Companies listed on recognized exchanges.
2. Certain BVI funds with ownership data managed by licensed professionals.

• Access: Information is not publicly available but accessible to competent authorities.

Register of Members

• Filing: Required to file within 30 days of incorporation or continuation.
• Nominee Shareholders: Details of nominee shareholders and nominators (the persons from which the nominee shareholders received instructions, mainly the UBOs) must be filed.
• Updates: Changes must be filed within 30 days.
• Exemptions: Same as for beneficial ownership.
• Access: Private unless made public by the company; accessible to authorities.

Register of Directors

• Appointment Deadline: First directors must be appointed within 15 days of incorporation (reduced from 6 months).
• Filing Deadline: Register of directors must be filed within 15 days of appointment or continuation. (before the amendments the period was 21 days)
• Nominees: Must disclose names of professional directors and the individuals instructing them (UBO)

Restoration of Struck-Off Companies

• Compliance with record-keeping obligations must occur within 14 days of restoration.
• Deadline for filing a Court order for restoration extended from 30 days to 60 days. Missing the deadline will result in a penalty.

Certificate of Good Standing

• Will not be issued unless the following are filed:
  1. Register of Members
  2. Register of Directors
  3. Beneficial Ownership Information
  4. Annual Return

• Where BO information is not yet required to be filed, the certificate of good standing will have an expiry date up to when the BO filing is due

Other Changes

• Continuation Under Foreign Law: Requires declarations of no pending proceedings, regulatory requests, or asset receivership.
• Duty to Cooperate: Companies must cooperate with authorities and submit returns upon request.