Beneficial Ownership Secure Search System Act (Revised Edition 2020)

Summary

This Act establishes the Beneficial Ownership Secure Search System (BOSS), an electronic platform that lets a designated person search beneficial ownership and economic substance information held by registered agents on behalf of all BVI corporate and legal entities. It sets out who counts as a beneficial owner, who is exempt, and the duties of registered agents and entities to identify, collect and keep current the prescribed information in their RA databases.

• Scope: Applies to all corporate and legal entities, including BVI Business Companies, limited partnerships (with or without legal personality elections) and their foreign equivalents.
• Beneficial owner test: A natural person is a beneficial owner if they ultimately own or control 25% or more of shares or voting rights, otherwise exercise control over management, or hold specified roles in legal arrangements, insolvency, receivership or estates.
• Exempt persons: Recognised mutual funds, listed entities, licensees, and their subsidiaries are exempt from providing certain beneficial ownership information unless they carry on a relevant activity under the economic substance regime.
• Registered agent duties: Registered agents must take reasonable steps to identify beneficial owners and registrable legal entities and collect prescribed information for each entity they act for, maintaining this in an RA database.
• Entity duties: Corporate and legal entities must identify their parent, beneficial owners or registrable legal entities, disclose stock exchange registration where applicable, identify any relevant activities carried on, and provide economic substance related information.
• Ongoing accuracy: There is a duty to keep beneficial ownership information up to date and a specified retention period applies to records after an entity ceases to exist.
• Confidentiality and access: The system is accessible only by a designated person from a secured location in the Virgin Islands, searches must not be disclosed to third parties, and designated persons and registered agents have confidentiality obligations and statutory protections.
• Economic substance disclosure: The International Tax Authority must disclose required information from RA databases to relevant overseas competent authorities for entities found in breach of economic substance requirements, carrying on IP relevant activities in specified circumstances, or claiming tax residence outside the Virgin Islands.
• Offences: Giving false or misleading information under the Act is an offence.

The Act does not itself set out user facing filing deadlines beyond ongoing obligations to keep information current; specific timeframes for updates and retention periods are prescribed elsewhere in the Act's sections (e.g. section 11 retention period, section 12 duty to update) and in regulations and Rules issued by the International Tax Authority under section 16B.

Key obligations

• Registered agents must take reasonable steps to identify beneficial owners and registrable legal entities of each corporate and legal entity for which they act, and collect the prescribed information.
• Corporate and legal entities must identify their parent, beneficial owners or registrable legal entities (or stock exchange registration details), identify relevant activities carried on, and ascertain prescribed economic substance information.
• Registered agents and corporate and legal entities must maintain and keep beneficial ownership and prescribed information up to date in the RA database.
• Records must be retained for the retention period specified in section 11 after a corporate and legal entity ceases to exist.
• Designated persons must keep information obtained through the Beneficial Ownership Secure Search System confidential and use it only as authorised, including under an oath of confidentiality.
• Persons must not give false or misleading information under the Act.
• The International Tax Authority must disclose or procure disclosure of required information to relevant overseas competent authorities where an entity breaches economic substance requirements, carries on IP relevant activity in specified circumstances, or claims foreign tax residence.

Applies to

corporate and legal entities, registered agents, BVI Business Companies, limited partnerships and foreign limited partnerships, licensees, mutual funds (approved, incubator, public, professional, private funds), designated persons, International Tax Authority, registrable legal entities

Related documents

• Rules on Economic Substance in the Virgin Islands (v4) is made under this document
• Beneficial Ownership Secure Search System (Amendment) (No. 2) Act, 2021 (No. 42 of 2021) amends this document
• Beneficial Ownership Secure Search System (Amendment) Act, 2024 (No. 9 of 2024) amends this document