BVI Business Companies (Amendment) Regulations, 2024

Summary

This regulation amends the BVI Business Companies Regulations (Revised Edition 2020) to update rules on company name reuse after dissolution, revise the content and validity of certificates of good standing, and introduce a new administrative penalties regime for breaches of the BVI Business Companies Act. It takes effect on the same date the BVI Business Companies (Amendment) Act, 2024 comes into force.

Key changes made

• Dissolved company names: A dissolved company's name can now only be used by a new company after a period of 5 years following dissolution, instead of immediately after dissolution.
• Certificates of good standing: Revises what a certificate of good standing under section 235(1) must confirm (fee payment, filing of registers of members and directors, and beneficial ownership information), adds a statement covering any additional register kept under section 230(1A), and fixes standard validity at 3 months from the date on the certificate, with a different validity period where a required register is not yet due to be filed.
• New administrative penalties regime: Inserts a new regulation 32 and Schedule 3 establishing four tiers of fixed administrative fines for specified contraventions of the Act, ranging from up to $10,000 (Tier 1) to up to $75,000 (Tier 4).
• Tier 1 contraventions (up to $10,000): Includes failures relating to minimum membership requirements, registered agent resignation or change notices, segregated portfolio approvals/notices, foreign company registered agent requirements, and solvency declaration filing/record-keeping.
• Tier 2 contraventions (up to $25,000): Includes failures to notify changes in authorised share capital, keep required registers and records at the registered agent's office, maintain minutes or a common seal, have appointed directors, or update directors' former names.
• Tier 3 contraventions (up to $50,000): Includes breaches of Registrar-imposed conditions, nominee shareholding filing failures, inadequate record-keeping, failure to file annual returns on time, and failure to notify insolvency.
• Tier 4 contraventions (up to $75,000): Includes issuing bearer shares, acting as a registered agent without a licence, failing to maintain accurate beneficial ownership information, unregistered foreign company business activity, failure to cooperate with the Registrar or law enforcement, and filing false or misleading documents or information.

Registered agents and companies should review their compliance procedures against Schedule 3, as many existing statutory obligations under the BVI Business Companies Act now carry specific fixed monetary penalties for non-compliance.

Key obligations

• Companies and their agents must not reuse the name of a dissolved company until 5 years have passed since the date of dissolution.
• A certificate of good standing issued under section 235(1) is valid for 3 months from its stated date unless a different validity period applies where a register is not yet due for filing.
• Companies must ensure fees and penalties are paid and their registers of members, directors, and beneficial ownership information are filed with the Registrar to obtain a certificate of good standing.
• Entities and registered agents must comply with the specific statutory provisions listed in Schedule 3 (e.g. filing annual returns, maintaining records, notifying changes, cooperating with the Registrar) or risk administrative fines ranging from $10,000 to $75,000 depending on tier.

Applies to

BVI business companies, registered agents, foreign companies carrying on business in the Virgin Islands, voluntary liquidators, regulated persons

Deadlines

• on the date the BVI Business Companies (Amendment) Act, 2024 comes into force: Commencement date of these Regulations

Related documents

• This document commences BVI Business Companies (Amendment) Act, 2024