5 Key Changes to the BVI Business Companies Act your company needs to know

Here are the key changes companies and stakeholders should be aware of.

1. Register of Members 

Starting from 2 January 2025, all BVI Business Companies must file a copy of their registers of members with the BVI Registrar of Companies (the “Registrar”). If your company was established before 2 January 2025, you have six months from the Effective Date, i.e. until 2 July 2025, to complete this filing. For new companies and those newly registered in the BVI, your initial register needs to be submitted within 30 days of incorporation or continuation.

If there are any changes to your filed register of members, you must notify the Registrar within 30 days of the change.

All information regarding nominee shareholders must be included in the register of members, detailing the nominator's name and address, as well as the dates when the nominee ceased to be a member, and the date when a person ceased to be a nominator. 

2. Register of Directors 

Appointment of first directors 

The timeframe for appointing your first director(s) has been shortened significantly from six months to 15 days after incorporation. This change aims to streamline the incorporation process and ensure more timely governance. 

Professional director services 

If the company engages an FSC-licensed director under the BTCA or the CMA ("the Licensee") , the company must confirm their appointment with the Registrar when filing your Register of Directors ("ROD"). This confirmation should include whether the Licensee is acting as a corporate entity or as an individual on behalf of the Licensee. The filing must also contain (a) the name of the Licensee and (b) the name and address of the individual represented by the Licensee, if applicable. A company must comply with these new filing requirements within 6 months of the effective date.

Rectification of register of directors 

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

3. Beneficial Ownership ("BO")  

The Amendment Act clarifies the definition of beneficial ownership, which is now specifically identifying the BO as a natural person who ultimately owns or controls a company. Companies must file accurate and up-to-date BO information with the Registrar of Corporate Affairs ("ROCA") within 30 days of incorporation or continuation or any change in the BO information.  Filing BO information with ROCA replaces the previous filing process via the BOSS Portal .  
 
Certain companies are exempt from this requirement, including: 

• Companies whose shares are listed on a recognized exchange
• BVI funds where BO information is held by:
  • A person with a Category 6 investment business license in accordance with the Securities and Investment Business Act (as revised), or
  • An authorized representative or other licensed person with a physical presence in the BVI, who can provide the BO information to the Registrar within 24 hours of request.

Registered Agents are responsible for ensuring the accuracy of all information before filing and must update any alterations within 30 days. 

All BVI entities established before the effective date of the Amendment Act must comply with the revised requirements within 6 months. 

4. Continuation Under Foreign Law 

When a BVI company intends to redomicile outside of the jurisdiction, the Amendment Act expands the compliance declaration that directors must submit to the Registrar. This declaration compels directors to comply with any requests for documents or information from competent authorities. It also includes a statement confirming that no receiver has been appointed over the company or its assets, as well as an assurance that the company is not aware of any pending legal proceedings involving it or its shareholders, directors, officers, or agents related to the company’s affairs.

5. Updated requirement to obtain Certificates of Good Standing

In addition to the existing requirement to pay all outstanding government fees and penalties, companies must now complete the filings of their register of members, register of directors, and register of beneficial ownership to maintain their good standing status. Furthermore, the Registrar must not have received notification from the Registered Agent indicating that the company has not submitted its annual financial return.

Currently, Certificates of Good Standing can be issued, but they will take note of any missing filings, such as “No Beneficial Owners register filed” or “No register of members filed.” However it is expected that from 2 July 2025 onwards, no Certificates of Good Standing will be issued if the required filings remain incomplete. 

Summary of change of filing deadlines under the Amendment Act 

With the Amendment Act now in force, companies are encouraged to review their compliance processes and ensure that they meet the new requirements to keep the company in good standing and to avoid penalties.

We are here to help you navigate these changes. For a one-to-one conversation and tailored advice please reach out to us at [email protected].