The British Virgin Islands has introduced a new requirement for all BVI entities to file a register of beneficial ownership with the BVI Registrar of Corporate Affairs. The filing of the register of beneficial ownership is a transition from the prior BOSS System to the BVI registry’s VIRRGIN system to allow for a more centralized system.
This requirement has been issued in order to be in line with the international standards issued by the Financial Action Task Force. The BVI Business Companies and Limited Partnerships (Beneficial Ownership) Regulations, 2024 (the Regulations) and the related BVI Business Companies (Amendment) Act, 2024 (the Amendment) Act are some of the legislations which have took effect on 2 January 2025 where this new statutory framework can be found.
Entities falling within the scope of this new legislation must comply with maintaining up to date beneficial ownership information and having such data filed with the BVI Registrar of Corporate Affairs via its Registered Agent.
Details of the filing requirements and important details are set out below:
Access to the BO information
- The register of beneficial ownership is not a public document.
- It may only be searched by Competent Authorities and Law enforcement agencies.
- By way of an exchange of agreement between the UK Government and the BVI Government for the exchange of beneficial ownership information, the BVI Financial Investigation Agency is empowered to disclose various beneficial ownership information to a foreign party under agreement.
What Information is required to be filed
Beneficial ownership information in relation to an individual to be maintained is:
- Full legal name as it appears in a passport or other government-issued identity document;
- Former name, other current name, or aliases used;
- Month and year of birth;
- Date and place of birth;
- Gender;
- Occupation;
- Nationality;
- Principal residential address;
- Country in which the individual is usually resident; and
- Nature of his or her interest in, or control over, the legal entity.(the new legislation lowers the ownership/control from 25% or more to 10% or more)
Beneficial ownership information in relation to a legal entity to be maintained is:
- Name, including any alternative names;
- Incorporation number or its equivalent;
- Date of incorporation;
- Address of principal o[ice or registered o[ice;
- Country of incorporation or registration;
- Legal form of legal entity and the law by which the legal entity is governed;
- The type of register the legal entity is registered under; and
- Nature of interest in, or control over, legal entity for which it is considered a BO (the new legislation lowers the ownership/control from 25% or more to 10% or more)
**There are also information criteria as it relates to other types of BO who are Trustees under the Banks and Trust Companies Act, Other Trustees no Licenced by the Commission, Other Legal Arrangements, Companies Listed on a Recognised Exchange, Specific Fund and Foreign Funds.
Time Frame for Filing
- Existing Entities – which are entities incorporated or continued into the BVI before 2 January 2025 must file their beneficial ownership information within the next six months (by the end of June 2025).
- New Entities – where are entities incorporated or continued into the BVI on or after 2 January 2025 must file their beneficial ownership information within 30 days of incorporation or continuation.
Record Retention
Beneficial owners will be removed from the Beneficial Ownership Register for a period of five (5) years from the date ceasing to be a beneficial owner.
Exemptions
This requirement to file the beneficial ownership information does not apply to the following entities:
- An entity previously dissolved, de-registered and not restored prior to the new requirement coming into effect.
- An incubator or approved fund under the Securities and Investment Business (Incubator and Approved Funds) Regulations, Revised Edition 2020.
- An entity with shares are listed on a recognized exchange.
- Any subsidiary of another legal entity which is subject to the requirements of the Regime.
- An entity with shares are held by a Trustee licensed under the Banks and Trust Companies Act (Revised 2020).
- An entity subject to equivalent disclosure and transparency rules contained in international standards.
Penalties for failure to comply
There exists a four-tiered system of penalties which carry a maximum of $10,000, $25,000, $50,000 or $75,000, pursuant to the tier of the contravention.
Penalties may also be applied for late filing of the beneficial ownership information or failing to file changes within the prescribed deadline and failure to settle the imposed penalties by the due date might result in the entity being struck off from the Register of Companies which may also result in immediate dissolution.
Conclusion
Totalserve is available to answer any questions or concerns in relation to this requirement and will take the necessary steps to assist our clients in meeting this requirements.
New BVI Register of Members Filing Obligation
Pursuant to the recent amendment to the BVI Business Companies Act and the Limited Partnership Act No. 15 of 2024, effective 2 January 2025 all new and existing entities are required to comply with the requirements to file details of the shareholders in the form of filing the Register of Members with the BVI Registrar of Companies.
Who must comply?
- All existing and new companies
Who are Exempt?
- Listed Entities
- Entities Regulated under the Securities and Investments Business Act
Particulars to be Filed?
- Name and Address of all existing shareholders
- Number, Class and Nature of Voting Rights of Shares
- Where shares are held by a nominee, this must be indicated and provide additional information of the name and address of the nominator
Timeline for Filing
- Initial filing must be made within 30 days of the entity’s incorporation or continuation to the BVI
- Changes in any particulars must be filed within 30 days of the change
- Existing entities are given up until June 2025 by which to comply
Penalties for failure to comply
Failure to file for registration copy of initial register of members within the specified period will result in the following penalties:
– $200 for first month or part thereof that filing remains outstanding
- $250 for each month or part thereof after the first month that the filing remains outstanding (up to 2 months)
- $300 for each month or part thereof after the third month that the filing remains outstanding (up to 3 months)
Failure to file changes in the register of members within the specified period will result in the following penalties:
- $200 for each month or part thereof that the filing remains outstanding (up to a maximum of $2,400)
Conclusion
Totalserve is commencing the process of making the requisite filings and in cases where additional information is required, you will be contacted by your client account manager.
Change in the Deadline to Appoint the First Director
Another new amendment is the period within which a company’s registered agent is required to appoint the company’s first director and has been reduced from 6 months to 15 days.
The initial copy of the register of directors will be required to be filed with the Registrar within 15 days of appointment of the first director rather than the initial 21 days. While this change will not significantly impact our current processes as our appointments are always as at the date of incorporation, it is however still useful to be aware of this information.
