Tuesday, 12 January, 2016

BVI Update: Important Changes to BVI Legislation

Further to our previous updates regarding changes to the legislation of the British Virgin Islands (BVI), the relevant anticipated legislation has now been published.  

The BVI Business Companies (Amendment) Act, 2015 (the “Amendment Act”), which includes new requirements for the filing of director information with the BVI Registry, among other changes, was published on 31 December 2015.  The Amendment Act will come into force on 15 January 2016, but sections 27 and 28 (which include the provisions on the Registers of Directors) will come into force on 1 April 2016.

The amendments to the Anti-Money Laundering Code of Practice and Regulations, which deal with changes to the Eligible Introducer Regime, came into force on 1 January 2016.

The Amendment Act and Director Filings
A key provision of the Amendment Act is the new requirement for companies to file their register of directors, with the BVI Registry.

From 1 April 2016, for new incorporations, the Register of Directors would need to be filed within 14 days after the first directors have been appointed. Thereafter, any changes to the Register are to be recorded within 21 days.  For existing companies, there will be a 12-month transitional period, from 1 April 2016 until 31 March 2017 to comply with the requirement.

Other changes included in the Amendment Act are seen as improvements, and are intended to maintain the BVI's position as the most popular offshore corporate domicile.  This is achieved by ensuring that its corporate legislation remains modern and flexible, and also keeps pace with international regulatory standards. The changes include:

Listed Companies:  Express statutory recognition of share transfers through stock exchange clearing systems and greater flexibility in relation to the form and contents of its share register. 
Bonus Shares: Bonus Shares are deemed fully paid on issue.
Surrender of Shares: Companies are empowered to accept a surrender of shares for no consideration.
Instructions to Registered Agent: Registered Agent must act upon a valid resolution of the board of directors of a company.
Register of Charges: A company is required to update its private register of charges within 14 days of any change.

For further information on the Amendment Act, please refer to our FAQs (questions 10 onwards) (click here).  A copy of the Amendment Act can be downloaded here.