Q&A on the BVI’s updated Beneficial Ownership Regime
Our main guide on these developments can be found here.
Q: What significant changes to BVI company law took effect from 2nd January 2025?
A: The changes to the BVI Business Companies Act and related Regulations focus on enhancing record-keeping, filing obligations, and compliance with global standards to combat financial crime. Similar changes have also been made to the Limited Partnerships Act. These changes align global best practices for combating financial crime and fulfilling commitments made to the UK by its Overseas Territories. They also address recommendations from the 2024 Caribbean Financial Action Task Force’s Mutual Evaluation Report of 2024.
Q: What changes were made regarding beneficial ownership information?
A: Amendments passed in September 2024 establish a new framework for beneficial ownership collection and filing. The BOSS system will be replaced by the VIRRGIN system used for the main company registry. The new rules require companies to:
- Collect, keep, and maintain accurate and up-to-date beneficial ownership information in accordance with the new regime (this would have been previously collected for the purposes of BOSS and of course, for anti-money laundering oversight by registered agents).
- File information within 30 days of incorporation for new entities or by the end of the transition period for existing entities.
- Report changes within 30 days.
Q: What are the key amendments to the BVI Business Companies Act?
A: Aside from the above, key amendments include:
- Filing a company’s register of members with the Registrar of Corporate Affairs (private and non-searchable).
- New registration requirements for companies with “nominee” shareholders and licensed professional directors.
- Restrictions on companies seeking continuation out of the jurisdiction to prevent regulatory or litigation avoidance.
- Express duty for companies to cooperate with regulators, with enhanced enforcement powers granted to the Registrar.
- The ability for impacted persons to apply for court rectification of a company’s register of directors.
- A 14-day window for restored companies to comply with record-keeping and filing obligations.
Q: Is there a transitional period for existing companies to comply with the new provisions?
A: Yes, existing companies have a six-month transitional period until June 2024 to file the register of members and details of nominee shareholders and professional directors. An additional six-month extension may be granted, although the Financial Services Commission (FSC) expects it will not be necessary.
Q: How is a beneficial owner defined under the new framework?
A: In line with pre-existing BVI law, a beneficial owner is a natural person who owns or controls 10 per cent or more of a company or exercises control over its management. This definition includes both economic and legal ownership as well as voting rights.
While the beneficial ownership definition threshold is set at 10 per cent, exchange of information under the new regime only applies in respect of interests of 25 per cent or more, in line with FATF standards.
Q: Are there exceptions to identifying beneficial owners?
A: Yes, exceptions apply to:
- BVI-regulated entities and fund vehicles (eg, private, professional, public funds) where information is maintained by a BVI-licensed administrator or representative. This also applies in respect of affiliated entities.
- Entities listed on recognised stock exchanges.
- Entities managed or administered by regulated trust companies in the BVI.
Q: What new data fields are required for beneficial ownership information?
A: In addition to previously collected data, new fields include the beneficial owner’s gender, occupation, and capacity (ie, how they qualify as a beneficial owner).
Q: Who will have access to beneficial ownership information?
A: While fully public registers are not planned, access will be granted to parties demonstrating a legitimate interest, especially in fighting financial crime. A consultation on access rules was released on 20 January 2025 and is due to close on 28 February 2025.
Q: What is the current status of annual financial return requirements?
A: BVI companies must file a simple annual return with their registered agent. For entities with a December 2023 year-end, the deadline has been extended to 30 June 2025.
Q: What are the requirements for obtaining a certificate of good standing?
A: A company must:
- File its register of directors and members
- Submit beneficial ownership information
- Ensure its annual return is compliant. Certificates will now include an expiry date
Q: What should companies do next to comply with the changes?
A: Directors and controllers should:
- Confirm beneficial ownership information with registered agents
- Update systems for new record-keeping requirements
- Monitor communications from registered agents to ensure timely compliance
Q: What are the implications for registered agents and regulators?
A: Registered agents and regulators will need to update systems and software to meet the new technical requirements.
Resources
- Our main article is here
- Our previous blog posts can be found here and here
- BVI FSC’s Circular 45 – Beneficial Ownership Regulations Guidelines can be found here
- BVI FSC’s Circular 46 - Guidelines for Beneficial Ownership Obligations under the Anti-money Laundering Regulations and Anti-money Laundering and Terrorist Financing Code of Practice can be found here
