Company Management Act (Revised 2020)

Summary

This is the BVI Financial Services Commission's consolidated Company Management Act, which establishes the licensing regime for company management business in the Virgin Islands. Company management business covers company formation and continuation, registered agent services, registered office services, and providing directors, officers or nominee shareholders for companies, whether BVI companies or foreign companies, carried on for profit or reward.

• Licensing: No person may carry on company management business in or from the Virgin Islands without a licence from the Commission (or a licence under the Banks and Trust Companies Act); unauthorised business is an offence carrying fines up to $50,000 and up to 2 years imprisonment.
• Ongoing licensee duties: Licensees must maintain a designated principal office and two Commission-approved authorised agents resident in the Virgin Islands, notify the Commission of any change in licence particulars within 14 days, obtain prior written Commission approval for changes to their principal office or authorised agents, meet prescribed capital resources requirements, and display their licence.
• Financial reporting: Licensees must keep financial records, prepare and submit annual and quarterly financial statements to the Commission, appoint an approved auditor, and submit audit reports, with provisions allowing extensions of time and amendment of statements.
• Ownership and structural changes: Acquiring or disposing of a significant interest in a licensee is subject to Commission control, and sale, transfer or disposal of a licensee's operations must comply with statutory conditions or the transaction is void.
• 2018 amendment transition: Companies that had been listed as subsidiaries on a licensee's licence were required to apply separately for their own licence, with consequences (including surrender of the parent licensee's licence and offences) for failure to do so by the stated deadlines.
• Other controls: The Commission can require licensees to hold insurance, restrict use of certain terms, require approvals for certain matters including number of directors, restrict issuing of licences, and must issue a Regulatory Code governing company management business.

Exemptions apply to entities already licensed as Class I, III or V under the Banks and Trust Companies Act, which fall outside this Act's scope. Breach of specific provisions (such as unlicensed activity, failure to notify changes, or failure to obtain approvals) attracts summary offences with fines and, in some cases, imprisonment.

Key obligations

• A person must hold a valid licence under this Act (or the Banks and Trust Companies Act) before carrying on company management business in or from the Virgin Islands.
• A licensee must notify the Commission of any change in the particulars set out in its licence application within 14 days.
• A licensee must designate and notify to the Commission a principal office in the Virgin Islands and two named individuals resident there as authorised agents, and obtain the Commission's prior written approval before changing either.
• A licensee must meet prescribed capital resources requirements and display its licence.
• A licensee must keep financial records, prepare financial statements, submit annual and quarterly financial statements to the Commission, appoint an approved auditor, and submit audit reports.
• A licensee must obtain Commission approval before a significant interest in the licensee is disposed of or acquired.
• A sale, transfer or disposal of a licensee's operations must satisfy statutory requirements or it is void.
• Companies previously listed as subsidiaries on a licensee's licence were required to apply separately to the Commission for their own licence by the stipulated deadline, and non-compliant licensees were required to surrender their licence to the Commission.
• A person carrying on company management business at the date the Act commenced had a limited period to bring itself into compliance with the Act.

Applies to

company management business licensees, registered agents, registered agent and registered office service providers, auditors of licensees, persons providing directors, officers or nominee shareholders for companies

Deadlines

• within 14 days: Licensee must inform the Commission of any change in the particulars set out in its licence application.
• 30th June 2019: Companies listed as subsidiaries on a licensee's licence had to submit a written application to the Commission to be separately licensed.
• 31st July 2019: A licensee whose subsidiary failed to obtain separate licensing by the 30 June 2019 deadline was required to surrender its licence to the Commission.
• 3 months from the date of commencement of this Act: A person carrying on company management business at commencement of the Act had this period to comply with the Act's provisions (historical, 1991 commencement).

Related documents

• Company Management (Amendment) Act, 2023 amends this document