Regulation
BVI Business Companies and Limited Partnerships (Beneficial Ownership) Regulations, 2024
In forceView on FSC's website Source document
Summary
These Regulations, made by the BVI Cabinet under the BVI Business Companies Act, replace/update the framework governing the collection, filing and maintenance of beneficial ownership (BO) information for BVI companies and limited partnerships. They set out who counts as a beneficial owner, establish detailed filing and record keeping duties for legal entities, beneficial owners and registered agents, and set rules for inspection of the BO Register, including access by UK authorities under a 2016 exchange of notes agreement. The Regulations come into force on a date to be fixed later by Gazette notice, so they are not yet operative on their own terms.
- Who is a beneficial owner: Natural persons who ultimately own or control 10% or more of shares, capital, profits or voting rights, or who can appoint/remove a majority of the board, or otherwise exercise control; for trusts, includes trustees, settlors, protectors and beneficiaries with vested interests.
- Filing duties: Legal entities and beneficial owners must comply with filing obligations under regulation 14; registered agents have separate filing obligations under regulation 15, including notifying the Registrar of known contraventions by a legal entity.
- Information gathering: Legal entities have a duty to obtain BO information from beneficial owners, a duty to investigate to identify beneficial owners, and a duty to keep records of steps taken and actions carried out.
- Notification chain: Beneficial owners must notify the legal entity of their status and particulars, and both beneficial owners and legal entities must notify each other and the Registrar of changes in particulars within specified periods.
- Exemptions: The Regulations do not apply to entities listed on a recognised exchange (Schedule 2), subsidiaries of entities already subject to the Regulations, entities subject to equivalent international disclosure standards (subject to providing supporting information), or entities already dissolved/de-registered before commencement.
- Inspection and international sharing: Sets out who may inspect the Register, and a specific regime allowing UK competent authorities to request BO information under the 2016 UK VI Exchange of Notes Agreement, subject to data protection compliance.
- Penalties: Contraventions are tiered, with penalties of up to 10,000 dollars (Tier 1, e.g. failing to keep required records), up to 25,000 dollars (Tier 2, e.g. failing to file with the Registrar), up to 50,000 dollars (Tier 3, e.g. failing to notify the Registrar of required particulars), and up to 75,000 dollars (Tier 4, e.g. failing to provide required records or knowingly making a false statement).
Fees for filings are set separately under regulation 36 and are not enumerated in the reviewed text. Because the operative commencement date is left to a future Ministerial Gazette notice, and several procedural time periods (such as the precise period of compliance under regulation 17) are referenced only by title in the portion of the text reviewed, readers should confirm current commencement status and specific time limits against the Gazette notice and full regulation text before relying on exact deadlines.
Key obligations
- Legal entities and beneficial owners must comply with the filing obligations set out in regulation 14.
- Registered agents must comply with the filing obligations in regulation 15, including notifying the Registrar of known contraventions of the Regulations by a legal entity.
- Legal entities have a duty to obtain beneficial ownership information from their beneficial owners (regulation 16) and to investigate to identify beneficial owners (regulation 18).
- Legal entities must maintain a record of the actions and steps taken to identify beneficial owners and obtain BO information (regulation 19).
- A beneficial owner must notify the relevant legal entity of their status as beneficial owner and provide required particulars (regulation 20), and notify cessation of that status (regulation 23(2)).
- Legal entities and beneficial owners must notify the Registrar or each other of changes to particulars of BO information within the specified period (regulations 22 to 24).
- An entity claiming exemption on the basis of equivalent international disclosure and transparency rules must indicate the specific rules and standards relied upon and demonstrate equivalent exemption criteria.
- Persons must not knowingly or recklessly make a false statement in purported compliance with the Regulations.
Applies to
BVI business companies, limited partnerships, beneficial owners, registered agents, trustees, legal entities exempted or claiming exemption under the Regulations
Deadlines
- date to be appointed by the Minister by Notice published in the Gazette: Commencement of the Regulations is not automatic on gazetting (4 December 2024) but takes effect on a later date to be announced by Gazette notice.