Regulatory (Amendment) Code, 2023

Summary

This Code amends the BVI Regulatory Code (Revised Edition 2020) to widen its scope and strengthen fit and proper requirements. It introduces new concepts of "controller" and "controlling interest", extends beneficial ownership and fit and proper scrutiny to controllers, lowers/clarifies the "significant interest" threshold, and formally brings Virtual Assets Service Providers within the Code's ambit.

• New definitions: Adds definitions of "controller" (a person with a controlling interest in a licensee) and "controlling interest" (covering voting rights over 50%, significant influence, or ability to direct directors/senior officers).
• Significant interest threshold: Redefines "significant interest" as a holding or interest of 10% or more in voting rights, distributions, surplus assets, or the power to appoint/remove directors.
• Fit and proper scope extended: Fit and proper assessments (sections 15 and 16, and Schedule 1A) now expressly cover controllers as well as directors, senior management and significant owners, with the Commission required to look behind legal ownership to identify ultimate beneficial owners.
• Virtual Assets Service Providers included: Amends the Explanatory Notes to section 1 to add the Virtual Assets Service Providers Act, No. 17 of 2022 to the list of legislation the Regulatory Code applies to, and adds registration as a Virtual Assets Service Provider as a new licence category (paragraph 9) in Schedule 1.
• Schedule 1 licence categories updated: Replaces the reference to "a money services licence" with references to Class A, B, C, D, E and F licences.
• AML/CFT cross reference clarified: Restates that AML/CFT obligations are covered separately in the AML Regulations and the AML/TF Code of Practice, to be read alongside this Code where compliance areas overlap.
• Insolvency and funds carve outs clarified: Confirms licensed insolvency practitioners remain largely excluded (except sections 15 and Schedule 1A on fit and proper), and that the Code does not apply to loss adjusters or funds generally, though fit and proper requirements apply to directors of public funds.

The Code came into force on 17 March 2023. Licensees and applicants under the Regulatory Code, including those newly captured as Virtual Assets Service Providers, should review their governance and ownership disclosures to ensure controllers are identified and assessed against the Commission's fit and proper criteria.

Key obligations

• Applicants and licensees must satisfy the Commission that their directors, senior management, significant owners and controllers meet the Commission's fit and proper criteria.
• Licensees, in fit and proper submissions, must ensure disclosures extend to controllers (persons with a controlling interest), not just significant owners, including looking behind legal ownership to ultimate beneficial ownership.
• Virtual Assets Service Providers registered under the Virtual Assets Service Provider Act, No. 17 of 2022 are now subject to the Regulatory Code's requirements.
• Holders of Class A, Class B, Class C, Class D, Class E and Class F licences (previously referenced as money services licences) are subject to the Schedule 1 requirements.

Applies to

licensees under the Regulatory Code, money services licensees (Class A, B, C, D, E, F), Virtual Assets Service Providers, public funds (directors, for fit and proper purposes), licensed insolvency practitioners (limited application)

Deadlines

• 17th day of March, 2023: Commencement date on which the Regulatory (Amendment) Code, 2023 comes into force.

Related documents

• This document is made under Financial Services Commission Act (Revised Edition 2020)