directors registration

Who is caught

The instruments indexed here reach directors from two directions: the corporate law that governs directors of BVI business companies generally, and the financial services regime that requires prior approval and notification of directors of regulated persons. Whether a director must be registered, approved or merely appointed depends on which regime applies to the company.

• BVI business companies: Caught by the BVI Business Companies Act and its 2024 amendments as to appointment of first directors, keeping a register of directors, and filing particulars with the Registrar.
• Registered agents and director service providers: Registered agents appoint first directors and file particulars; where a person licensed under the Banks and Trust Companies Act or Company Management Act provides director services, the company must indicate this and file specified particulars with the Registrar.
• Licensees of the Commission: Under the Financial Services Commission Act, licensees must obtain approval of, and notify changes to, directors and senior officers, who are recorded in a Commission-maintained register.
• Securities and investment business licensees: Subject to prior written approval for director appointments under section 10(1) of the Securities and Investment Business Act, 2010, and to board composition and notification rules under the Regulatory Code, 2009.
• Banks and trust companies: Subject to prior written approval of directors and senior officers under the Banks and Trust Companies Act and Regulations.
• Authorised representatives of funds: Enforcement notices confirm a standing duty to notify the Commission of director resignations and appointments at funds they serve.

Sources: FSC Guidelines for the Approved Persons Regime 2009 (2013 Consolidated) · Guidelines for the Approved Persons Regime (Amended March 2010) · Directors and Their Responsibilities, User Guide No. 4 · Administrative Penalty $1,160.00 - TMF Authorised Representative (BVI) Ltd. (2017-07-02) · Administrative Penalty $1,160.00 - TMF Authorised Representative (BVI) Ltd. (2017-02-17) · Administrative Penalty $1,500.00 - Analytical Investments Advisors Ltd. (2016-04-15) · Warning Letter - Hawksford Trustees International (BVI) Limited (2016-04-15) · Warning Letter - Sail Flagship Management Limited (2014-06-03) · Warning Letter - Lumen Asset Management Limited (2014-05-30) · Administrative Penalty $2,000.00 - VSM International Limited (2014-03-29) · Warning Letter - Drake Fund Advisors Ltd (2011-11-08) · Form A - Application for Approval of Directors, Compliance Officers, Money Laundering Reporting Officers and Senior Officers (Revised 2024) · BVI Business Companies (Amendment) Act, 2024 · Banks and Trust Companies Regulations (Revised 2020) · Financial Services Commission (Amendment) Act, 2022

Key duties

The core duties split between corporate filing obligations owed to the Registrar and approval/notification obligations owed to the Commission by regulated persons.

Appointment and registration

• First directors: The BVI Business Companies (Amendment) Act, 2024 reduces the deadline for a company's first registered agent to appoint the first director(s) to 15 days after incorporation. The Registry User Guide, reflecting the earlier position, states the first director must be appointed within 6 months of incorporation; the 2024 Act is stated not to be automatically in force on passage.
• Consent to act: No person may be appointed a director without prior written consent to act.
• Register of directors: Companies must keep a register of directors, and where a licensed director service provider acts as director, indicate this and file the required particulars with the Registrar at the time of filing the register.
• Commission register: The Financial Services Commission (Amendment) Act, 2022 requires the Commission to establish and maintain a register of approved directors and senior officers of licensees, which may be published or made searchable for a fee.

Prior approval of directors

• Form A: Regulated entities (not the individual) must submit Form A to obtain Commission approval before a person acts as director, senior officer, compliance officer or MLRO, with a police report valid for not more than six months and a non-refundable fee of $300 for a director application.
• Approved Persons Regime: Applications for senior officers and directors are assessed against fit and proper criteria; applicants must disclose the number of directorships held, including in non-regulated companies, and for regulated entities the name and regulatory authority of each.
• Banks and trust companies: Appointment of a director or senior officer requires prior written Commission approval (Schedule 6 guidelines) unless an exemption is obtained via the Schedule 7 form.
• Board composition: Under the Regulatory Code, 2009, licensees must maintain at least two directors at all times.

Notification of changes

• Cessation of office: Licensees must immediately notify the Commission if a director or senior officer ceases to hold office, including the reason (section 17A(4), 2022 Act).
• Fund director changes: Enforcement notices establish that authorised representatives must notify the Commission of a director's resignation and any new appointment at a fund within 14 days of the change.
• Regulatory Code notification: Licensees must notify the Commission within twenty-one days of a director's resignation and apply for approval to appoint a director (section 19(7)).
• Material changes: Regulated persons must report any material change affecting an approved senior officer to the Commission; approvals are non-transferable and may be rescinded.

Directors' conduct and records

• Statutory duties: Directors must act honestly, in good faith and for a proper purpose, exercise reasonable care, diligence and skill, and disclose interests in company transactions to other directors.
• Record keeping: Directors must ensure the company maintains proper records at the registered agent's office, including registers of members and directors, minutes, resolutions and financial records.

Sources: FSC Guidelines for the Approved Persons Regime 2009 (2013 Consolidated) · Guidelines for the Approved Persons Regime (Amended March 2010) · Directors and Their Responsibilities, User Guide No. 4 · Administrative Penalty $1,160.00 - TMF Authorised Representative (BVI) Ltd. (2017-07-02) · Administrative Penalty $1,160.00 - TMF Authorised Representative (BVI) Ltd. (2017-02-17) · Administrative Penalty $2,000.00 - VSM International Limited (2014-03-29) · Warning Letter - Fulcrum Management Limited (2012-10-23) · Form A - Application for Approval of Directors, Compliance Officers, Money Laundering Reporting Officers and Senior Officers (Revised 2024) · BVI Business Companies (Amendment) Act, 2024 · Banks and Trust Companies Regulations (Revised 2020) · Financial Services Commission (Amendment) Act, 2022

Exemptions and carve-outs

The exemptions in these instruments largely concern the financial services approval regime and certain corporate filing duties rather than a general exemption from having directors.

• Approval exemption: Banks and trust companies may obtain exemption from the director/senior officer approval requirement via the Schedule 7 form; names of entities exempted from director/officer approval are published in the Gazette each January.
• Compliance officer exemption: The Approved Persons Regime provides a separate process (Part VIA, Form C) for declaring exemption from appointing a Compliance Officer.
• Conflict disclosure: A director need not disclose an interest in ordinary course transactions with the director on usual terms.
• Listed companies and certain funds: The 2024 Act's register of members and beneficial ownership filing duties carry limited exemptions for listed companies and certain recognised funds; the summaries do not extend these exemptions to director appointment or registration duties.

Sources: FSC Guidelines for the Approved Persons Regime 2009 (2013 Consolidated) · Directors and Their Responsibilities, User Guide No. 4 · BVI Business Companies (Amendment) Act, 2024 · Banks and Trust Companies Regulations (Revised 2020)

Enforcement and penalties

Enforcement of director-related requirements is illustrated by administrative penalties and warning letters imposed under the Financial Services Commission Act and the sector Acts, alongside statutory penalties in the corporate law.

• Administrative penalties: Penalties of $1,160.00 were imposed under section 54A(3) of the FSC Act, 2001 for failing to notify the Commission of a fund director change within 14 days; a $1,500.00 penalty was imposed for appointing a director without prior written approval under section 10(1) of SIBA, 2010.
• Multiple contraventions: A $2,000.00 penalty was imposed for three breaches, including $500.00 for failing to maintain at least two directors and $500.00 for failing to notify a director's resignation within twenty-one days under the Regulatory Code, 2009.
• Warning letters: The Commission has issued warning letters for appointing directors without prior written approval under section 10(1) of SIBA, 2010, section 19(2) of the Banks and Trust Companies Act, and for failing to maintain two directors or notify board composition changes under the Regulatory Code, 2009.
• Conflict of interest offence: Failure by a director to disclose an interest in a company transaction is an offence punishable by a fine of up to $10,000.
• Register rectification: The 2024 Act allows an aggrieved member, director or person to apply to the Court to rectify an inaccurate or delayed register of directors, and revises penalties including for struck off companies that fail to file required registers on restoration.
• Rescission: An approval of a director or senior officer is non-transferable and may be rescinded by the Commission.

Sources: Directors and Their Responsibilities, User Guide No. 4 · Administrative Penalty $1,160.00 - TMF Authorised Representative (BVI) Ltd. (2017-07-02) · Administrative Penalty $1,160.00 - TMF Authorised Representative (BVI) Ltd. (2017-02-17) · Administrative Penalty $1,500.00 - Analytical Investments Advisors Ltd. (2016-04-15) · Warning Letter - Hawksford Trustees International (BVI) Limited (2016-04-15) · Warning Letter - Sail Flagship Management Limited (2014-06-03) · Warning Letter - Lumen Asset Management Limited (2014-05-30) · Administrative Penalty $2,000.00 - VSM International Limited (2014-03-29) · Warning Letter - Fulcrum Management Limited (2012-10-23) · Warning Letter - Drake Fund Advisors Ltd (2011-11-08) · Form A - Application for Approval of Directors, Compliance Officers, Money Laundering Reporting Officers and Senior Officers (Revised 2024) · BVI Business Companies (Amendment) Act, 2024