BVI Business Companies (Amendment) Act, 2024

Summary

This Act substantially amends the BVI Business Companies Act, Revised Edition 2020, introducing a new statutory beneficial ownership regime, changing how registers of members are filed with the Registrar, shortening the deadline for appointing first directors, and adding new disclosure requirements where licensed director service providers act as company directors. It also tightens penalties and striking off/restoration rules for non compliance. The Act only comes into force on a date to be later fixed by the Minister via Gazette notice, so it is not automatically in effect from passage.

• Beneficial ownership: Inserts a statutory definition of beneficial owner and a new section 96A requiring companies to collect, keep and maintain adequate, accurate and up to date beneficial ownership information and to file it with the Registrar, with limited exemptions for listed companies and certain recognised funds.
• Register of members: Repeals and replaces sections 41 and 43A to require companies to keep a register of members and to file an initial copy with the Registrar within 30 days of incorporation or continuation, and to file any changes within 30 days, subject to exemptions for listed companies and certain funds.
• Nominee shareholders: Introduces a definition of when a member acts as a nominee shareholder and requires companies with nominee shareholders to file additional prescribed information with the Registrar.
• First directors: Reduces the deadline for a company's first registered agent to appoint the first director(s) from the previous period to 15 days after the date of incorporation.
• Licensed director service providers: Where a person licensed under the Banks and Trust Companies Act or Company Management Act provides director services, the company must indicate this on its register of directors and file specified particulars with the Registrar.
• Rectification and penalties: Adds a new section allowing an aggrieved member, director or person to apply to the Court to rectify an inaccurate or delayed register of directors, and introduces or revises penalties, including for existing struck off companies that fail to file required registers and beneficial ownership information on restoration.

Numerous other sections are amended to repeal now-superseded subsections across the Act, reflecting the consolidation of filing and beneficial ownership requirements into the new provisions described above.

Key obligations

• Companies must collect, keep and maintain adequate, accurate and up to date beneficial ownership information (new section 96A(1)).
• Companies must file beneficial ownership information with the Registrar within 30 days after incorporation or, for continuations, within 30 days after continuation, subject to exemptions for listed companies and certain recognised funds.
• Where beneficial ownership information is held by a licensed person under the exemption conditions, the company must file the name and address of that person with the Registrar within 30 days after incorporation or continuation, and that person must be able to provide the information to the Registrar within 24 hours of request.
• Companies must file details of any change to a beneficial owner or beneficial ownership information within 30 days of becoming aware of the change.
• Registered agents must take reasonable measures to verify beneficial ownership information, including beneficial owners' identities, before filing it.
• Companies must keep a register of members containing prescribed particulars (new section 41).
• Companies must file an initial copy of their register of members with the Registrar within 30 days after incorporation or continuation, subject to exemptions for listed companies and certain recognised funds.
• Companies must file any changes to their register of members within 30 days of the change occurring.
• Companies with a nominee shareholder must file with the Registrar the nominator's name and address and related cessation dates, in addition to the register of members.
• The first registered agent of a company must appoint the first director(s) within 15 days after the date of incorporation.
• Where a person licensed to provide director services acts as a company's director, the company must indicate this on its records and file the required particulars with the Registrar at the time of filing its register of directors.
• Existing struck off and dissolved companies applying for restoration must file their register of members, register of directors and beneficial ownership information within the stipulated period or face being struck off again and incur penalties.

Applies to

BVI business companies, registered agents, persons licensed to provide director services (banks and trust companies, company managers), private, professional, public or private investment funds recognised under the Securities and Investment Business Act, incubator or approved funds under the Securities and Investment Business (Incubator and Approved Funds) Regulations, companies whose shares are listed on a recognised exchange

Deadlines

• within 30 days after the date of incorporation: Initial filing of the register of members with the Registrar (section 43A).
• within 30 days after the date of continuation: Initial filing of the register of members for continued companies (section 43A).
• within 30 days of any changes occurring: Filing of changes to the register of members (section 43A).
• within 30 days after the date of incorporation or continuation: Filing of beneficial ownership information with the Registrar (section 96A(2)).
• within 30 days of becoming aware of the change: Filing of changes to beneficial owner information (section 96A(8)).
• within 30 days after the date of incorporation or continuation: Filing the name and address of the person holding beneficial ownership information under the exemption (section 96A(5)).
• within 24 hours of request: Provision of beneficial ownership information to the Registrar by the licensed person or authorised representative holding it (section 96A(4)(b)).
• within 15 days after the date of incorporation: Appointment of the first director(s) of a company by its first registered agent (amended section 113(1)).
• such date as the Minister may, by Notice published in the Gazette, appoint: Commencement date of the Act as a whole.

Related documents

• This document amends BVI Business Companies Act (Revised 2020)
• BVI Business Companies (Amendment) Regulations, 2024 commences this document
• BVI Business Companies (Amendment of Schedule 1) Order, 2024 commences this document