Dear Client,
On 2 January 2025, the BVI Business Companies (Amendment) Act, 2024, BVI Business Companies (Amendment) Regulations, 2024 and BVI Business Companies and Limited Partnerships (Beneficial Ownership) Regulations, 2024 came into force; on 10 December 2024 the BVI Limited Partnership (Amendment) Regulations, 2024 and certain provisions of the BVI Limited Partnership (Amendment) Act, 2024, came into force, aiming to enhance the territory’s reputation as a leading offshore finance center, in keeping with the recommendations of the CFATF Mutual Evaluation Report, following the inspection conducted to the BVI jurisdiction in 2023. Key updates include:
Business Companies
• Register of Directors: Appointment and filing within 15 days of incorporation or continuation.
• Register of Members: Filing required within 30 days unless exempt. Existing companies must comply by 30 June 2025.
• Beneficial Ownership: Filing required within 30 days of incorporation, continuation, or ownership changes. Existing companies must file by 30 June 2025.
• Certificate of Good Standing: Issued only if all filings (Register of Members, Register of Directors, Beneficial Ownership information and Annual Financial Return) and fees are up to date.
• Registrar Filing Fees: New rates for incorporation and changes to Register of Members and Beneficial Ownership Information.
• Penalties for late filing: Late filings may result in penalties, or the company being struck off, with restoration penalties of up to $5,000.00.
Limited Partnerships
• Register of General Partners and Limited Partners: Must be filed within 30 days; changes must also be filed within 30 days.
• Beneficial Ownership: LPs must maintain the relevant due diligence.
• Compliance: LPs must cooperate with competent authorities and law enforcement agencies.
• Annual Returns: Must be filed with the registered agent within 9 months; failure to file must be reported to the Registry within 30 days.
• Regulatory Reporting: The Commission may require LPs to submit reports on business affairs.
• Existing LPs: Must file beneficial ownership information and registers within 6 months.
• Voluntary Liquidator: Must be a BVI resident.
• Certificate of Good Standing: Valid for 3 months or until required registers are filed.
• Penalties for Late Filing: Proportionate penalties apply for late filing of registers. Failure to file may result in the LP being struck off, with a $5,000 penalty for restoration after the deadline.
• The transitional period for entities formed under the Partnership Act, 1996 has now been reduced from 10 to 7 years. This means that all entities formed under the Partnership Act, 1996 have now been deemed re-registered to the Limited Partnership Act, 2017 (as amended).
For more details, click the button below:
For more information and guidance on the amendments to the BVI Companies Act and Regulations, please review the following resources from the Financial Services Commission:
At OMC GROUP we stand ready to assist you. Should you have further inquiries concerning your BVI entities’ obligations, kindly contact us here.
