Company Management (Amendment) Act, 2023

Summary

This Act amends the BVI Company Management Act, Revised Edition 2020, updating key definitions and tightening licensing and governance requirements for company management licensees (registered agents and related service providers). It does not take effect immediately; commencement is left to a Ministerial Notice in the Gazette.

• Definitions updated: Redefines company management, controlling interest, and significant interest, and adds a new definition of Virgin Islands partnership (covering entities formed under the Partnership Act and Limited Partnership Act, Revised Edition 2020).
• Licensing criteria: Amends section 4(3) so the Commission considers whether the applicant, its directors, senior officers, and persons with a significant or controlling interest satisfy fit and proper criteria before a licence is issued.
• Registered agent and office services: Amends section 9B to extend references to limited partnerships and clarifies what counts as providing registered office services.
• Controlling interest disclosure: Amends section 13(2) to extend an existing obligation tied to significant interest so that it also applies to controlling interest.
• Director and senior officer appointments: Amends section 16A(2) so a licensee must not appoint a director or senior officer without the prior written approval of the Commission.

The amendments primarily affect company management licensees (including registered agents) and applicants for a company management licence under the BVI regime, as well as anyone holding or seeking a controlling or significant interest in such a licensee.

Key obligations

• A licensee must not appoint a director or senior officer without the prior written approval of the Commission (amended section 16A(2)).
• Applicants for a company management licence, together with their directors, senior officers, and persons with a significant or controlling interest, must satisfy the Commission's fit and proper criteria before a licence can be issued (amended section 4(3)).
• Persons with a controlling interest in a licensee become subject to the same section 13(2) obligation previously applicable only to persons with a significant interest.

Applies to

company management licensees, registered agents, registered office service providers, applicants for a company management licence, persons with a significant or controlling interest in a licensee

Deadlines

• such date as the Minister may, by Notice published in the Gazette, appoint: Commencement date of the Company Management (Amendment) Act, 2023

Related documents

• This document amends Company Management Act (Revised 2020)