BVI Business Companies and Limited Partnerships (Beneficial Ownership) (Amendment) Regulations, 2025 (S.I. No. 63 of 2025)

Summary

This instrument amends the 2024 BVI Business Companies and Limited Partnerships (Beneficial Ownership) Regulations. It widens the categories of legal entities exempt from full beneficial ownership disclosure, creates a new regime allowing the Registrar to restrict dealings in an unidentified beneficial owner's interest, establishes a structured public/legitimate-interest access regime to the Register for AML/CFT purposes, and updates notification duties and administrative penalties.

• New exemptions: Adds exemptions from beneficial ownership filing for legal entities that are subsidiaries of a fund (if the fund can supply BO information within 24 hours), subsidiaries of companies listed on a recognised exchange, and companies in which the BVI Government or a foreign government holds more than 50% of shares or voting rights.
• Restriction notices: Where a legal entity cannot identify a beneficial owner after following the notice procedure and files the required notice with the Registrar, the Registrar may serve a restriction notice freezing transactions, payments and rights attached to the relevant (10% or more) interest, subject to Court oversight and applications to set aside or sell the interest.
• Discrepancy reporting: Persons who, on inspecting the Register, find a discrepancy between the Register and their own beneficial ownership records must notify the Registrar in writing within 14 days of discovery.
• Access to BO information: Introduces a new Division 3 setting out who has a legitimate interest in inspecting the Register or obtaining copies of entries (e.g. persons investigating money laundering, terrorist financing or proliferation financing, obliged entities conducting customer due diligence, or persons connected to a convicted individual), and the conditions and penalties for misuse of information obtained.
• Penalty schedule changes: Revises Schedule 3 to add new Tier 1 (up to $10,000) and Tier 4 (up to $75,000) penalty items for failures to notify discrepancies, failures to update the Registrar on changed circumstances, misleading requests, and misuse of information obtained from the Register, and amends the Tier 3 (up to $50,000) penalty for failure to provide timely or accurate beneficial ownership information.
• Terminology and drafting fixes: Amends regulations 11, 18, 21, 25, 26, 30, 31, 35 and 36, revokes old regulations 30 and 31, and renames Schedule 2 from Recognised Regulated Exchanges to Recognised Exchanges.

The Regulations come into force on a date to be appointed by the Minister via Gazette notice, but the transitional provisions in new regulation 39 fix substantive deadlines by reference to 1 July 2025, the date the instrument was made and gazetted.

Key obligations

• Existing legal entities (incorporated, registered or continued before 1 July 2025) have 6 months from 1 July 2025 to comply with all requirements of the amended Regulations.
• A legal entity that has been unable to identify a beneficial owner after giving the required notice must, within 21 days after the end of the applicable notice period under regulation 17(1) or (2), file a notice with the Registrar detailing the steps taken and the lack of, or unsatisfactory, response.
• A person who, on inspecting the Register, discovers a discrepancy between Register information and their own records on the same beneficial owner must notify the Registrar in writing within 14 days of discovery.
• Legal entities must continue to update beneficial ownership information to keep it adequate, accurate and up to date at all times, notwithstanding compliance with notice procedures.
• Persons wishing to inspect the Register or obtain a copy of an entry must demonstrate a legitimate interest under the new Division 3 criteria and satisfy the conditions in regulation 31C before a request can be granted.
• Persons must not disclose or use beneficial ownership information obtained from the Register for an improper purpose or for a purpose other than that for which it was requested.

Applies to

BVI business companies, limited partnerships, legal entities (including fund subsidiaries, listed-company subsidiaries, government-owned companies), trustees licensed under the Banks and Trust Companies Act, obliged entities under AML/CFT laws, the Registrar of Corporate Affairs

Deadlines

• 6 months from 1 July 2025: Existing legal entities must comply with all requirements of the amended Regulations.
• 2nd day of January, 2026: Earliest date from which a person may apply for an exemption under regulation 31G from disclosure of beneficial ownership information.
• 1st day of April, 2026: Earliest date the Registrar will accept applications to inspect the Register or obtain a copy of an entry in the Register.
• 21 days after the end of the notice period under regulation 17(1) or (2): Deadline for a legal entity to file a notice with the Registrar where it has been unable to identify a beneficial owner.
• 14 days of discovery: Deadline to notify the Registrar in writing of a discrepancy found between Register information and the person's own beneficial ownership records.
• date to be appointed by the Minister by Gazette notice: Date on which these Regulations come into force.

Related documents

• This document amends BVI Business Companies and Limited Partnerships (Beneficial Ownership) Regulations, 2024
• BVI Business Companies (Amendment of Schedule 1) Order, 2025 (SI No. 62 of 2025) commences this document
• Notice (S.I. No. 64 of 2025) Commencing the BVI Business Companies and Limited Partnerships (Beneficial Ownership) (Amendment) Regulations, 2025 (2025-07-01) commences this document