BVIBCA Approved Forms and Related Guidelines (October 2012)

Summary

This guidance, issued by the BVI Financial Services Commission under section 241 of the BVI Business Companies Act 2004, sets out rules for using the Commission's approved forms when filing applications and notices with the Registry of Corporate Affairs. It applies to registered agents (and other persons authorised to file with the Registry) who submit pre and post incorporation transactions for BVI business companies and limited partnerships via the VIRRGIN online platform.

• Use of approved forms: Any application or notice relating to a transaction listed in Schedule 1 must be submitted using the corresponding approved form set out in Schedule 2.
• Online filing: All forms must be completed online through VIRRGIN and submitted together with all required supporting documents at the time of filing.
• Accuracy and completeness: Forms must be fully and accurately completed; unavailable or inapplicable information must be marked as such rather than left blank or misleading.
• Attachments: Any information required to be provided as a separate document must be attached to the form, or the Registrar may reject the application.
• Corrections and re-filing: If filed information later proves inaccurate, changed, or misleading, the registered agent must re-file the application or notice immediately, labelling it as amended.
• Rejection and additional information: The Registrar may reject applications containing errors, deficiencies, missing attachments, or where the company is not in good standing, and may request clarification or additional information before processing.
• Fees: Applications and notices must be accompanied by the requisite fee; no filing will be processed until the fee is paid.
• Attestation: Each form's declaration and the declarant's contact details (name, agent number, address, phone, email) must be properly completed.

The Guidelines took effect on 15 October 2012, except for paragraphs 5.4 and 5.5 and Part 7 on effecting corrections, which came into effect on 1 January 2013. Schedule 1 lists 52 approved forms covering pre-incorporation, post-incorporation, and limited partnership transactions, with the forms themselves reproduced in Schedule 2.

Key obligations

• Registered agents must use the applicable approved form (Schedule 1/2) for any application or notice relating to a listed pre or post incorporation transaction.
• All approved forms must be completed online via VIRRGIN and accompanied by all required supporting documents at the time of submission.
• Forms must be fully and accurately completed; unknown or inapplicable information must be expressly stated as such (e.g. marked not applicable or n/a).
• Any document required as an attachment to a form must be submitted with the form, or the application may be rejected.
• If information in a filed application or notice becomes inaccurate, changed, or misleading, the registered agent must re-file the application or notice immediately and label it as amended.
• Every application, notice, or document filed must be accompanied by the requisite fee; the Registry will not process filings until the fee is received.
• The declaration on each approved form, including the declarant's contact details, must be properly and fully completed.

Applies to

registered agents, BVI business companies, limited partnerships, foreign companies registered in the BVI

Deadlines

• 15th October, 2012: Guidelines generally come into effect.
• 1st January 2013: Effective date for paragraphs 5.4 and 5.5 and Part 7 (effecting corrections to completed forms).
• immediately upon becoming aware of changed, inaccurate or misleading information: Registered agent must re-file the application or notice with the Registrar.