Beneficial Ownership Secure Search System Act (2020 Revised Edition)

Summary

This Act establishes the Virgin Islands' Beneficial Ownership Secure Search System (BOSS), an electronic platform through which registered agents maintain databases of beneficial ownership and economic substance information on corporate and legal entities, searchable only by an authorised designated person. It applies to all BVI companies, foreign companies, limited partnerships and foreign limited partnerships with legal personality, and imposes duties on registered agents and the entities they service to identify beneficial owners and report certain information.

• Beneficial owner definition: A natural person who ultimately owns or controls 25% or more of shares/voting rights, exercises control over management, or (for legal arrangements) is the controlling partner, trustee or settlor; special rules cover insolvency, receivership and deceased shareholders.
• Registered agent duties: Registered agents must take reasonable steps to identify beneficial owners and registrable legal entities of each entity for which they act, collect prescribed information, establish and maintain an RA database, and keep the information up to date.
• Corporate/legal entity duties: Each corporate and legal entity must identify its parent, beneficial owners and registrable legal entities (or its stock exchange listing details), disclose whether it carries on relevant activities, and provide the economic substance information required.
• Exempt persons: Mutual funds, listed entities, licensees, and their qualifying subsidiaries are exempt from providing beneficial ownership information unless they carry on a relevant activity attracting economic substance requirements.
• Designated person access and confidentiality: Only a designated person (from the Financial Investigation Agency) may search the BOSS system, from a secured location, and must swear an oath of confidentiality; unauthorised disclosure of search information is restricted.
• Offences: Giving false or misleading information in connection with the system is an offence under section 16.
• Economic substance disclosure: The International Tax Authority must disclose or procure disclosure of required information held on RA databases to relevant overseas competent authorities where an entity breaches economic substance requirements, carries on IP-relevant activity in specified circumstances, or claims tax residence outside the Virgin Islands.

The Act also empowers the Minister to make regulations and the International Tax Authority to issue Rules to give further effect to these obligations, and sets out retention period and information-updating duties for registered agents (sections 11 and 12).

Key obligations

• Registered agents must take reasonable steps to identify the beneficial owners and registrable legal entities of each corporate and legal entity for which they act as registered agent.
• Registered agents must collect the prescribed beneficial ownership and economic substance information for each corporate and legal entity for which they act.
• Registered agents must establish and maintain an RA database and keep beneficial ownership information up to date.
• Corporate and legal entities must identify any parent, beneficial owner or registrable legal entity, or provide stock exchange registration details if listed.
• Corporate and legal entities must identify whether they carry on one or more relevant activities and ascertain the information prescribed for economic substance purposes.
• Designated persons must use the Beneficial Ownership Secure Search System only from a designated secured location and must not disclose that a search is being or has been made, except as permitted.
• Persons must not give false or misleading information in connection with the beneficial ownership regime.
• The International Tax Authority must disclose or procure disclosure of required information to relevant overseas competent authorities where an entity meets specified economic substance breach, IP activity, or tax residence conditions.

Applies to

corporate and legal entities (BVI companies, foreign companies, limited partnerships, foreign limited partnerships), registered agents, licensees, mutual funds (approved, incubator, public, professional and private funds), designated persons (Financial Investigation Agency), International Tax Authority

Related documents

• Beneficial Ownership Secure Search System (Amendment) (No. 2) Act, 2021 (No. 42 of 2021) amends this document
• Beneficial Ownership Secure Search System (Amendment) Act, 2021 (No. 31 of 2021) amends this document
• Beneficial Ownership Secure Search System (Amendment) Act, 2024 (No. 9 of 2024) amends this document