Securities and Investment Business (Amendment) Act, 2023

Summary

This Act amends the Securities and Investment Business Act (Revised Edition 2020) in the British Virgin Islands. It introduces a new defined term, controlling interest, revises the existing definition of significant interest, and extends several existing provisions so they apply equally to controlling interest and significant interest.

• New definition: Adds a definition of controlling interest in relation to a licensee, covering persons with more than 50% of voting rights, those with a considerable voting advantage, those with influence over the licensee without a significant interest, or those who direct a licensee's directors or senior officers.
• Revised definition: Replaces the definition of significant interest with a threshold of 10% or more of voting rights, distributions, surplus asset distributions, or the power to appoint or remove directors.
• Section 6 amended: Inserts the words or controlling interest after significant interest in section 6(2)(d) of the principal Act.
• Section 11 amended: Inserts or controlling interest after significant interest in subsections (1), (2), (3)(b)(i) and (ii), and (5) of section 11.
• Section 64 amended: Inserts or controlling interest after significant interest in section 64(2)(c).

The Act itself does not come into force immediately; it takes effect on a date to be appointed by the Minister via Notice in the Gazette. Its main practical effect is to broaden existing significant-interest disclosure, approval and related obligations under the principal Act so they also capture persons holding a controlling interest in a licensee.

Key obligations

• Persons acquiring or holding a controlling interest in a licensee become subject to the same notification, disclosure or approval requirements under sections 6, 11 and 64 of the Securities and Investment Business Act that previously applied only to holders of a significant interest.
• Licensees and interest-holders should reassess existing significant interest holdings against the revised 10% threshold definition to determine if disclosure or approval obligations under sections 6, 11 or 64 now apply.

Applies to

licensees under the Securities and Investment Business Act, persons holding or acquiring a significant interest or controlling interest in a licensee

Deadlines

• date appointed by the Minister by Notice published in the Gazette: The Act comes into force on such date as the Minister may appoint by Notice in the Gazette; no fixed commencement date is stated in the text.

Related documents

• This document amends Securities and Investment Business Act (Revised 2020)