BVI || 2024 Amendments – Business Companies and Limited Partnerships Act and Regulations

Directors shall now be appointed within 15 days of the date of incorporation or continuation, and the particulars of directors must be filed within 15 days of the appointment date.

The Registrar can only make a copy of a Register of Directors available to the company’s registered agent, a competent authority or a law enforcement agency.

It is now mandatory that the Register of Members be filed with the Registrar within 30 days of the date of incorporation or continuation, unless the company

• is listed on a recognised exchange;
• is a private, professional, public or private investment fund recognised under the Securities and Investment Business Act; or
• is an incubator or approved fund under the Securities and Investment Business (Incubator and Approved Funds) Regulations.

It is deemed that a member of a company acts as a nominee shareholder if he or she holds shares in the company and exercises the associated voting rights according to the instructions of a nominator without any discretion or receives dividends on behalf of a nominator.

Where a company has a member that acts as a nominee shareholder, the company shall, in addition to the Register of Members, file with the Registrar (a) the name and address of the nominator; (b) the date on which the nominee shareholder ceased to be a member; (c) and the date on which a person ceased to be a nominator.

The filing of the Register of Members is private, unless the company opts to have the filing publicly accessible.  The Registrar can only make a copy of a Register of Members available to the company’s registered agent, a competent authority or a law enforcement agency.

Companies existing prior to 2 January 2025, shall file their Register of Members information no later than 30 June 2025.

In keeping with international standards and requirements, a company must now file its beneficial ownership information with the Registrar within 30 days of the date of incorporation or continuation of the company, as well as any change of beneficial ownership shall be filed within 30 days of the change.

Unless a company is listed on a recognised exchange, the filing of beneficial ownership information encompasses any natural person who

• ultimately owns or controls, whether directly or indirectly, 10% or more of the shares or voting rights in the company;
• holds, directly or indirectly, the right to appoint or remove a majority of the directors of the board of the company; or
• otherwise exercises control over the management of the company.

Where an individual ceases to be a beneficial owner of a company, whether by the company being dissolved or the individual no longer qualifying as a beneficial owner, the Registrar still has an obligation to maintain the information for a period of 5 years from the date the individual ceases to be a beneficial owner.

Competent authorities and law enforcement agencies may only inspect a company’s beneficial ownership information relating to a natural person who

• ultimately owns or controls, whether directly or indirectly, 25% or more of the shares or voting rights;
• holds, directly or indirectly, the right to appoint or remove a majority of the directors of the board; or
• otherwise exercises control over the management of a legal person

Access to a company’s beneficial ownership information shall be allowed (a) by a competent authority acting in the lawful exercise of its powers as a regulator of financial services business; or for the purposes of dealing with a matter for which it has authority under an enactment; and (b) by a law enforcement agency acting in the lawful performance of its investigative functions or in relation to the exercise of its investigative powers.

Companies existing prior to 2 January 2025, shall file their Beneficial Ownership information no later than 30 June 2025.

The Registrar will only issue a Certificate of Good Standing to a company which at the date of the certificate has paid all fees and penalties due, has filed its Register of Members, Register of Directors, Beneficial Ownership information and has not received from the registered agent a notification that the company has failed to file its annual return. 

When a company has not yet filed its Register of Members, Register of Directors, Beneficial Ownership information (or any another register, when applicable) on the basis that these are not yet due to be filed, the Certificate of Good Standing issued by the Registrar shall be valid for the period within which these registers are required to be filed, not exceeding 3 months.

Proportionate penalties will apply for late filing of the Register of Members and Beneficial Ownership Information, which may result in the company being struck off.  If the company is to be restored upon expiration of the deadline, the company may be liable to a penalty of $5,000.00.