The British Virgin Islands Business Companies (Amendment) Act 2024 (“Amendment Act”) was officially published in the BVI Gazette on September 26, 2024, and took effect on January 2, 2025 (the “Effective Date”). This Amendment Act implements several significant modifications to the BVI Business Companies Act, designed to strengthen the jurisdiction’s anti-money laundering framework by enhancing transparency requirements and ensuring compliance with international regulatory standards.
Below are the changes your company and stakeholders should be aware of.
Content Outline
Summary of change of filing deadlines under the Amendment Act
| Filing Requirement | Before Amendment | After Amendment |
| Register of Members | Optional | New companies and companies relocating to the BVI must comply within 30 days. Existing companies have a 6-month window from the effective date to meet the requirements. Any changes to a filed register of members must be updated within 30 days of the alteration. |
| Beneficial Ownership Information | Within 15 days | New companies and companies relocating to the BVI must comply within 30 days. Existing companies have 6 months from the Effective Date to meet the requirements. |
| Appointment of First Directors | Within 6 months of incorporation | Within 15 days of incorporation. |
| Professional Directorship Services Information (if applicable) | N/A | For new companies, compliance is required within 15 days after the appointment of the first directors. For companies continuing into the BVI, compliance is required within 15 days of their continuation date. Existing companies must comply within 6 months from the Effective Date. |
Register Of Members
Effective January 2, 2025, all BVI Business Companies are required to submit a copy of their registers of members to the BVI Registrar of Companies (the “Registrar”). Companies established before this date have until July 2, 2025, to comply with this requirement. Newly formed companies or those recently registered in the BVI must submit their initial register within 30 days following their incorporation or continuation.
Any modifications to the register of members must be reported to the Registrar within 30 days of the change.
Additionally, the register of members must include comprehensive information about any nominee shareholders. This includes the nominator’s full name and address, as well as the dates marking the end of a nominee’s membership and the termination of a person’s role as a nominator.
2. Register of Directors
Appointment of first directors
The period for appointing your initial director(s) has been markedly reduced from six months to just 15 days following incorporation. This adjustment is designed to expedite the incorporation process and facilitate more immediate governance.
Professional director services
If a company appoints a director who is licensed under the BTCA or the CMA (“the Licensee”), it is required to verify this appointment with the Registrar at the time of submitting the Register of Directors (“ROD”). This confirmation must specify whether the Licensee is serving in the capacity of a corporate entity or as an individual representing the Licensee. The documentation must include (a) the name of the Licensee and (b) the name and address of the individual whom the Licensee represents, if applicable. Companies must adhere to these updated filing requirements within six months of the effective date.
Rectification of register of directors
The Amendment Act establishes a process for correcting errors or omissions in the register of directors via court applications.
3. Beneficial Ownership (“BO”)
The Amendment Act explicitly defined a beneficial owner (BO) as a natural person who ultimately possesses or controls a company. This legislation mandates that companies must file timely and precise BO information with the Registrar of Corporate Affairs (“ROCA”) within 30 days following incorporation, continuation, or any amendments to BO data. This new filing requirement with ROCA replaces the earlier process that utilized the BOSS Portal.
Exemptions to this requirement apply to specific entities, including:
- Companies whose shares are publicly traded on a recognized stock exchange.
- BVI funds where the BO information is managed by:
- An individual with a Category 6 investment business license under the revised Securities and Investment Business Act, or
- An authorized representative or another licensed professional with an established physical presence in the BVI, capable of furnishing the BO information to the Registrar within 24 hours upon request.
Registered Agents bear the responsibility for ensuring the veracity of all information before its submission and must update any changes within a 30-day timeframe.
Entities established in the BVI before the activation of the Amendment Act are required to comply with these new guidelines within a six-month period.
4. Continuation Under Foreign Law
The Amendment Act requires more detailed declarations from directors when a BVI company wishes to move its registration to another country. In this declaration, directors must agree to provide any documents or information that authorities ask for. They must also confirm that no legal action has been taken to seize the company’s assets and that there are no ongoing lawsuits involving the company, its shareholders, directors, officers, or agents related to its business activities.
5. Updated requirement to obtain Certificates of Good Standing
Under the new requirements, in order to maintain their good standing status, companies must not only pay all outstanding government fees and penalties but also ensure that their register of members, register of directors, and register of beneficial ownership are fully updated and filed. Additionally, the Registrar must have no notices from the Registered Agent that the company has failed to submit its annual financial return.
While Certificates of Good Standing are currently being issued, they may note any deficiencies such as “No Beneficial Owners register filed” or “No register of members filed.” Starting from July 2, 2025, however, Certificates of Good Standing will no longer be issued to companies with incomplete filings.
Conclusion
With the Amendment Act now effective, companies are advised to reevaluate their compliance strategies to meet the new requirements and maintain good standing, thereby avoiding any penalties.
We are ready to assist you in navigating these changes. For personalized advice and a one-on-one discussion, please contact us at enquiry@fastlane-global.com.
