Guidelines on the Filing of Beneficial Ownership Information Under the BO Regulations

Summary

These are guidelines issued by the Registrar of Corporate Affairs of the BVI Financial Services Commission under Regulation 38 of the BVI Business Companies and Limited Partnerships (Beneficial Ownership) Regulations, 2024. They explain, in non-binding guidance form, how the BO Regulations apply in practice: how to determine who is a beneficial owner, who must file BO information, what information must be filed, filing processes and deadlines, the Registrar's powers, inspection rights, exemptions and penalties for non-compliance.

• Scope: Applies to BVI Business Companies, limited partnerships, trusts and other legal arrangements, their beneficial owners, legal entities, registered agents, and trustees (both licensed under the Banks and Trust Companies Act and unlicensed).
• Determining beneficial ownership: Sets out how to identify beneficial owners for companies limited by shares, segregated portfolio companies, companies limited by guarantee, limited partnerships, trusts, ownership by control, and nominee relationships, generally applying a 10% ownership or control threshold.
• Filing obligations: Legal entities must obtain adequate, accurate and up to date beneficial ownership information and file it with the Registrar, including through registered agents where applicable, and notify the Registrar of changes in particulars.
• Beneficial owner obligations: Individuals identified as beneficial owners must confirm their status and notify or confirm changes to their particulars when requested, and may apply to the Court for a determination or rectification of the register in specified circumstances.
• Registrar's powers: The Registrar maintains the electronic BO Register, can grant extensions of time, remove entries, keep records, and permits inspection by competent authorities and law enforcement agencies.
• Exemptions: Certain companies and limited partnerships may be exempt from filing BO information, as detailed separately for each entity type.
• Penalties: A four-tiered penalty system applies to contraventions by BOs, legal entities and registered agents, with maximum fines of $10,000, $25,000, $50,000 or $75,000 depending on the tier; senior officers who authorised, permitted or agreed to a contravention are also personally liable.

The guidelines are explanatory only and are not a substitute for the BO Regulations themselves; entities should not rely exclusively on this guidance to determine their legal obligations.

Key obligations

• Legal entities must obtain and maintain adequate, accurate and up to date beneficial ownership information.
• Legal entities must file beneficial ownership information with the Registrar, generally through a registered agent.
• Legal entities and beneficial owners must notify the Registrar of changes in particulars of beneficial ownership information.
• Beneficial owners must confirm or respond to notices from the legal entity or Registrar seeking confirmation of information held on record.
• Legal entities must maintain records of actions taken to identify and obtain beneficial ownership information.
• Individuals who believe their BO record is incorrect or that there has been unnecessary delay in updating it may apply to the Court for rectification.
• Senior officers who authorise, permit or agree to a contravention of the BO Regulations are personally liable to penalties alongside the legal entity.

Applies to

BVI Business Companies, limited partnerships, beneficial owners, legal entities, registered agents, trustees licensed under the Banks and Trust Companies Act, other trustees not licensed by the Commission, segregated portfolio companies