BVI Business Companies (Amendment) Regulations, 2022 (SI No. 73 of 2022)

Summary

This instrument amends the BVI Business Companies Regulations, Revised Edition 2020, making several targeted changes to record-keeping periods, voluntary liquidator eligibility, liquidation record handling, and certificate of good standing requirements under the BVI Business Companies Act.

• Record retention periods shortened: References to a 7 year retention period in regulations 12, 14, 16 and 17 are replaced with 5 years.
• Voluntary liquidator eligibility revised: Regulation 19 is rewritten to set new qualification criteria for voluntary liquidators, including at least 2 years liquidation experience, professional competence, holding an insolvency practitioner licence or equivalent qualification and experience, familiarity with relevant financial services legislation, and a new disqualification for individuals not resident in the Virgin Islands.
• New liquidation records regime (regulation 22A): Voluntary liquidators must collect company records relevant to compliance with sections 98 and 98A of the Act, may be required by the Commission to collect further documents or information, and must transmit copies of collected records to the company's registered agent at the conclusion of liquidation, specifying the record types.
• Registered agent retention duty: A registered agent that receives liquidation records from a voluntary liquidator must keep and maintain those records for at least 5 years from receipt.
• Certificate of good standing conditions updated: Regulation 25 is amended so that a certificate of good standing requires the company to be on the Register of Companies, to have paid fees and penalties, to have filed (or not yet be due to file) its register of directors, and to have filed a declaration attesting that its financial return has been filed with its registered agent or is not yet due.
• Regulation 28 revoked: Regulation 28 of the principal Regulations is removed entirely.
• Document legibility requirement added: Regulation 31(1)(d) now requires that a document provided satisfies the requirement only if it is legible, and subregulation 31(3) is revoked.

The amendments come into force on the date the BVI Business Companies (Amendment) Act, 2022 comes into operation, rather than on a fixed date stated in this instrument.

Key obligations

• Voluntary liquidators must collect company records relevant to compliance with sections 98 and 98A of the BVI Business Companies Act during liquidation
• Voluntary liquidators must collect any additional documents or information the Commission considers necessary during the liquidation
• Voluntary liquidators must transmit copies of collected liquidation records to the company's registered agent at the conclusion of liquidation, specifying the types of record collected
• Registered agents that receive liquidation records must keep and maintain those records for at least 5 years from the date of receipt
• Individuals seeking appointment as voluntary liquidators must meet the revised qualification criteria in regulation 19(1A), including minimum liquidation experience, professional competence, relevant licensing or qualification, and Virgin Islands residency
• Companies seeking a certificate of good standing must satisfy the revised conditions in regulation 25, including filing a declaration on financial return status with the registered agent
• Documents provided under regulation 31(1)(d) must be legible to satisfy the requirement

Applies to

BVI business companies, registered agents, voluntary liquidators

Deadlines

• on the date the BVI Business Companies (Amendment) Act, 2022 comes into operation: Commencement date of these Regulations
• 5 years: Reduced record retention period under regulations 12, 14, 16 and 17 (previously 7 years)
• at least 5 years from the date of receipt of the records: Period a registered agent must keep and maintain liquidation records received under new regulation 22A

Related documents

• This document commences BVI Business Companies (Amendment) Act, 2022 (No. 6 of 2022)