BVI Business Companies (Amendment) Act, 2022 (No. 6 of 2022)

Summary

This Act amends the BVI Business Companies Act, Revised Edition 2020, making a wide range of changes to company law administration in the Virgin Islands. It abolishes bearer shares, introduces a new mandatory annual financial return filed with a company's registered agent, tightens rules on charitable/non-commercial company names, adjusts registered agent resignation timelines, and sets transitional deadlines for existing struck-off and dissolved companies to apply for restoration. It comes into force on a date to be fixed by the Minister via Gazette notice, so it is not automatically in effect on passage.

• Bearer shares: Companies are prohibited from issuing, converting to, or exchanging for bearer shares from the Act's effective date; previously issued bearer shares are subject to transitional treatment under Schedule 2.
• New annual return: A new section 98A requires every company to file an annual financial return with its registered agent within 9 months after the end of each year, with exemptions for listed companies, financial-services-regulated companies already reporting to the Commission, and companies filing tax returns with the Inland Revenue Department.
• Registered agent duties: Registered agents must retain filed annual returns for at least 5 years after ceasing to act, provide copies to the Commission or other competent authority on request, and notify the Registrar within 30 days if a company fails to file its return.
• Charity/non-commercial names: Companies wishing to use a name ending indicating charitable or non-commercial purpose must apply to the Registrar, may have conditions imposed, must submit annual audited statements, and must notify the Registrar of specified compliance-breaking events; contravention is an offence with a $50,000 fine.
• Registered agent resignation/change: Notice periods for a company to change its registered agent are reduced from 90 days to 60 days, and a registered agent must resign if the business relationship is terminated under AML/CFT laws.
• Voluntary liquidators: A voluntary liquidator must have lived physically in the Virgin Islands for at least 180 days before appointment, subject to a joint-liquidator exception and grandfathering for existing appointments.
• Restoration of struck-off/dissolved companies: Existing struck-off companies generally have up to 6 months from the Act's effective date to apply for restoration, and existing dissolved companies have up to 5 years; restoration of a company deemed dissolved after strike-off attracts a $5,000 penalty in most cases.

The Act also repeals or replaces numerous other sections (e.g. sections 55, 150, 219, and Division 5 of Part III) dealing with bearer share custody, notice service, and strike-off/dissolution mechanics, reflecting a broader modernisation of the BVI Business Companies Act.

Key obligations

• Companies must file an annual financial return with their registered agent within 9 months after the end of each year, unless exempt (listed companies, financial-services-regulated companies, or companies filing tax returns to the Inland Revenue Department).
• Registered agents must retain a company's filed annual returns for at least 5 years from when they cease to act as registered agent.
• Registered agents must notify the Registrar in writing, not later than 30 days after an annual return was due, if a company fails to file it.
• Companies must not issue, convert to, or exchange for bearer shares from the Act's effective date; previously existing bearer shares must be dealt with per the transitional provisions in Schedule 2.
• A company incorporated to use a charity or non-commercial name ending must apply to the Registrar in approved form and, if approved, must submit annual audited statements and notify the Registrar as soon as practicable of specified non-compliance events.
• A person must resign as registered agent of a company if the business relationship has been terminated under money laundering, terrorist financing or proliferation financing laws.
• A company must change its registered agent within 60 days of notice under section 94, reduced from the previous 90-day period.
• A voluntary liquidator must satisfy a 180-day Virgin Islands residency requirement before appointment (subject to joint liquidator and grandfathering exceptions).
• An existing struck off company must apply for restoration to the Register within 6 months of the Act's effective date (or an earlier date if an existing restoration period ends sooner).
• An existing dissolved company must apply to the Court for restoration within 5 years of the Act's effective date (or an earlier date if an existing restoration period ends sooner).

Applies to

BVI business companies, registered agents, voluntary liquidators, companies with charitable or non-commercial name endings, struck off companies, dissolved companies

Deadlines

• date to be appointed by the Minister by Notice in the Gazette: Commencement date of the Act
• within 9 months after the end of the year: Deadline for a company to file its annual return with its registered agent under new section 98A
• not later than 30 days after the annual return was due: Registered agent must notify the Registrar in writing if a company fails to file its annual return
• at least 5 years from the date it ceases to act as registered agent: Retention period for annual returns held by a registered agent
• 60 days: Period within which a company must change its registered agent following notice (reduced from 90 days) under sections 93 and 94
• not less than 14 days after the date of the notice: Deadline for a company to change its name if it breaches charity/non-commercial name conditions under sections 17A and 17B
• 6 months from the effective date (or earlier date if an existing restoration period ends sooner): Deadline for an existing struck off company to apply to be restored to the Register
• 5 years from the effective date (or earlier date if an existing restoration period ends sooner): Deadline for an existing dissolved company to apply to the Court to be restored to the Register

Related documents

• This document amends BVI Business Companies Act (Revised 2020)
• BVI Business Companies (Amendment) Regulations, 2022 (SI No. 73 of 2022) commences this document
• BVI Business Companies (Amendment of Schedule 1) (No. 2) Order, 2022 commences this document