BVI Business Companies (Amendment) Act, 2023

Summary

This Act amends the BVI Business Companies Act, Revised Edition 2020, to strengthen beneficial ownership record keeping for both local and foreign companies, expand registered agent disclosure duties, add address details to registered agent records, and adjust rules on annual returns and strike off for companies in liquidation. It also introduces new obligations for foreign companies registered in the BVI to maintain a register of members and keep specified documents at their registered agent's office.

• Beneficial ownership filing: Companies must collect, maintain and keep up to date beneficial owner information and file it with their registered agent, in addition to existing section 96 requirements.
• Change notifications: Where a beneficial owner or related interest information changes, the company must file details of the change with its registered agent within 15 days of the change occurring.
• Registered agent address: Section 9(1)(d) is amended so that companies must provide the registered agent's address, not just its name.
• Liquidation and annual returns: A company in liquidation is not exempt from filing an annual return if the return became due before liquidation commenced, and liquidation cannot be completed until that overdue annual return is filed.
• Foreign company register of members: Foreign companies registered under section 187(1) must, upon registration, keep a register of members with names, addresses, share classes, voting rights, and membership entry/exit dates (subject to exceptions for companies listed on a recognised exchange).
• Foreign company document retention: Foreign companies must keep the memorandum and articles, register of members (or a copy), a list of directors, and copies of filed notices/documents for the previous 10 years at their registered agent's office.
• Foreign company beneficial ownership duties: Foreign companies must collect and file beneficial owner information with their registered agent, and notify changes to that information, or to the register of members/list of directors location, within specified timeframes.
• Penalties: Non compliance by a company with the new register of members requirement carries a summary conviction fine of $30,000; non compliance by a foreign company with the section 187B document keeping and beneficial ownership requirements carries a fine of $10,000.

The Act is deemed to have come into force retroactively on 1 January 2023, despite being gazetted on 21 March 2023, so affected companies and foreign companies should confirm their beneficial ownership and record keeping practices already comply as of that date.

Key obligations

• A company must collect, maintain and keep up to date beneficial owner information and file it with its registered agent (section 96(1A))
• A company must file with its registered agent details of any change to beneficial owner information within 15 days of the change (section 96(3A))
• A company must provide its registered agent's address in addition to its name under amended section 9(1)(d)
• A company in liquidation whose annual return became due before liquidation commenced must file that annual return before liquidation can be completed (section 98A(5A))
• A foreign company must, upon registration under section 187(1), keep a register of members containing specified particulars (section 187A(1))
• A foreign company must keep the memorandum and articles, register of members, list of directors, and copies of filed documents for the prior 10 years at its registered agent's office (section 187B(1))
• A foreign company must collect and file beneficial owner information with its registered agent (section 187B(2))
• A foreign company keeping a copy of its register of members or list of directors at the registered agent's office must notify the agent in writing of any change within 15 days, and provide the physical address of where the originals are kept (section 187B(3))
• A foreign company must notify its registered agent of a change in the location of the original register of members or list of directors within 14 days of the change (section 187B(4))
• A foreign company must file with its registered agent information of any change to a beneficial owner's information within 15 days of the change (section 187B(5))

Applies to

BVI business companies, foreign companies registered under the BVI Business Companies Act, registered agents, companies in liquidation, listed companies, public funds, private funds and professional funds

Deadlines

• 1st January 2023: Deemed commencement date of the Act (retroactive to before its 21 March 2023 gazettal)
• within 15 days of the occurrence of the change: Companies must file changes to beneficial owner information with their registered agent (section 96(3A))
• within 15 days of any change in the register: Foreign companies keeping copies of register of members or list of directors at the registered agent's office must notify the agent in writing of changes (section 187B(3)(a))
• within 14 days of the change of location: Foreign companies must notify the registered agent of a change in location of original register of members or list of directors (section 187B(4))
• within 15 days of the occurrence of the change: Foreign companies must file changes to beneficial owner information with their registered agent (section 187B(5))

Related documents

• This document amends BVI Business Companies Act (Revised 2020)