securities investment business

Who is caught

These instruments sit under the British Virgin Islands Securities and Investment Business Act (SIBA) and the subsidiary regulations, codes and guidelines made under it. They capture persons who carry on investment business in or from within the Virgin Islands and the various categories of fund recognised, registered or approved under the Act. The FSC has confirmed in public advisories that carrying on investment business without a licence is prohibited.

Entities and activities caught

• Investment business licensees: Persons licensed to carry on investment business under SIBA, together with their certified authorised representatives.
• Approved investment managers: BVI business companies or limited partnerships approved under the Investment Business (Approved Managers) Regulations to advise or manage private, professional and closed-ended funds and affiliated persons, in place of a full licence.
• Funds: Private, professional and public funds under the Mutual Funds Regulations; private investment funds under the Private Investment Funds Regulations; incubator and approved funds; recognised foreign funds; and segregated portfolio companies operating as mutual funds.
• Authorised representatives: Persons certified under section 66(1) of SIBA; every SIBA licensee and public, private, professional or recognised foreign fund must appoint one unless it has a significant management presence in the Virgin Islands.
• Interest holders: Persons holding or acquiring a significant interest (10 percent or more of voting rights, distributions, surplus asset distributions, or the power to appoint or remove directors) or, following the 2023 Amendment Act, a controlling interest in a licensee.
• Virtual asset activities: Per FSC guidance, tokens carrying rights akin to shares, debentures, options, futures or contracts for differences may be SIBA Schedule 1 investments, and dealing in, managing, advising on, custodying or operating an exchange for such investments requires a SIBA investment business licence.

Sources: Guidance on Regulation of Virtual Assets in the Virgin Islands (BVI) · Guidelines for Authorised Representatives Under the Securities and Investment Business Act (September 2013) · Advisory Warning No. 1 of 2025 - Unauthorised Investment Business Services (2025-11-28) · Securities and Investment Business (Amendment) Act, 2023 · Investment Business (Approved Managers) Regulations (Revised 2020) · Investment Business (Registers) Regulations (Revised 2020) · Mutual Funds (Foreign Funds) Regulations (Revised 2020) · Mutual Funds Regulations (Revised 2020) · Private Investment Funds Regulations (Revised 2020) · Public Funds Code (Revised 2020) · Securities and Investment Business (Incubator and Approved Funds) Regulations (Revised 2020) · Segregated Portfolio Companies (Mutual Funds) Regulations (Revised 2020)

Key duties

The recurring obligations across these instruments fall into licensing/approval, annual fees and returns, financial reporting, governance and functionary requirements, and event-driven notifications. The instruments frequently prescribe specific deadlines.

Fees and annual returns

• Annual SIBA fees: Fees under the Securities and Investment Business Act are due no later than 31 March each year; fees are not refundable.
• Approved managers: Apply for approval at least 7 days before commencing business, pay an annual renewal fee, and file an annual return confirming continued eligibility, fitness and propriety and fund, assets, investor and complaint details as at 31 December of the preceding year.
• Incubator and approved funds: Incubator funds file semi-annual reports (by 31 July and 31 January) and an annual compliance return by 31 January; approved funds file an annual compliance return by 31 January.
• PIF renewal fee: The annual renewal fee for private investment fund recognition under section 63F(2) was increased from US$500 to US$1,000, effective 1 July 2020.

Financial statements and audit

• Audited statements: Private, professional, public and private investment funds and recognised foreign funds must prepare financial statements to a recognised accounting standard, have them audited, and file them with the Commission within 6 months of financial year end, extendable in aggregate up to 15 months.
• Auditor appointment: Funds must have an appointed auditor at all times unless an exemption is granted.

Governance and functionaries

• Directors: Private, professional, public, recognised foreign and private investment funds must have at least 2 directors, at least one an individual, with notification to the Commission if the requirement is breached.
• Functionaries: Funds must maintain a fund manager, administrator and custodian (subject to exemption); at least 7 days prior notice is required before appointing a functionary, and written notice with reasons within 7 days of a functionary ceasing to act.
• Appointed persons: Private investment funds must maintain appointed persons responsible for management, valuation and safekeeping of fund property, with notification timeframes for appointments and cessations.
• Valuation: Funds must maintain and implement a valuation policy and value fund property at least annually; the Public Funds (Amendment) Code adds an express annual valuation requirement to public fund documents.
• Safekeeping: Private investment, incubator and approved funds must maintain safekeeping arrangements appropriate to the assets held and notify the Commission where those arrangements cease or change.
• Compliance officer: Investment business licensees and approved managers must maintain a compliance officer function unless exempted.

Notifications

• Ongoing fund notifications: Funds must notify the Commission of specified events (director, auditor or authorised representative changes, address changes, constitutional or offering document amendments) within the timeframes set out in the relevant regulations, generally 7 or 14 days.
• Assets under management: An approved manager whose aggregate assets under management exceed US$400,000,000 (or the prescribed closed-ended fund amount) must notify the Commission in writing within 7 days and generally regularise within 3 months.
• Interest disclosure: Persons acquiring or holding a significant or controlling interest in a licensee are subject to notification, disclosure or approval requirements under sections 6, 11 and 64 of SIBA.
• Authorised representatives: Must submit a quarterly list of funds and licensees served, obtain prior approval for directors and 10 percent or greater ownership changes, and maintain financial records.

Sources: Fund Custodian and Manager Exemption Application Guidelines · Private Investment Funds Regime Guidelines 2019 · Fund Financials Guidelines 2019 · Fund Safekeeping Arrangements Guidelines 2019 · Guidelines for Authorised Representatives Under the Securities and Investment Business Act (September 2013) · Financial Services (Fees) (Amendment) Regulations, 2020 · Financial Services (Fees) Regulations (Revised 2020) · Securities and Investment Business (Amendment) Act, 2023 · Investment Business (Approved Managers) Regulations (Revised 2020) · Mutual Funds (Foreign Funds) Regulations (Revised 2020) · Mutual Funds Regulations (Revised 2020) · Private Investment Funds Regulations (Revised 2020) · Public Funds (Amendment) Code, 2020 · Public Funds Code (Revised 2020) · Securities and Investment Business (Incubator and Approved Funds) Regulations (Revised 2020)

Exemptions and carve-outs

The instruments provide a mix of automatic carve-outs and application-based exemptions, most requiring written application to and approval by the Commission. The relief does not remove the underlying general compliance obligations except where an exemption specifically applies.

• Incidental investment business: A licensee under other financial services legislation may apply for exemption from obtaining a separate SIBA licence where the proposed activity is incidental to its existing licensed business.
• Compliance officer: Specified fund and small licensee categories are exempt from appointing or seeking approval of a compliance officer subject to a Form C declaration; others may apply for a discretionary exemption for a non-refundable US$100 fee.
• Share transfers: Publicly traded licensees are exempt from seeking Commission approval for share transfers or acquisitions of significant interests.
• Audited statements: Dormant or otherwise qualifying licensees and certain funds may apply to be exempted from preparing and submitting audited financial statements, and may apply for extensions of time (up to 6 months for public funds; up to 9 months for private, professional and private investment funds).
• Custodian and manager: Private, professional or public funds may apply on Forms IB-E1 and IB-E2 for exemption from appointing a custodian and/or fund manager in defined scenarios (prime broker only, feeder fund, fund of funds, winding down, esoteric assets, or director-managed).
• Run-off and liquidation: Licensees in run-off (captive insurers only), solvent liquidation or insolvent liquidation may apply to be excused from requirements such as auditor, audited statements, compliance officer and prudential returns, subject to strict ongoing conditions.
• Approved manager regime: Qualifying investment managers may operate under a light-touch approval regime instead of the full SIBA licensing conditions applicable under Part I of the Act.
• Virtual assets: Per FSC guidance, pure utility tokens, ICO facilitation limited to utility tokens, passive personal holding via non-custodial software, and mining for one's own use are not regulated activities.

Sources: Fund Custodian and Manager Exemption Application Guidelines · Guidance on Regulation of Virtual Assets in the Virgin Islands (BVI) · Fund Financials Guidelines 2019 · Exemption Guidelines for Licensees in Run-off, Solvent Liquidation or Insolvent Liquidation · Financial Services (Miscellaneous Exemptions) Regulations (Revised 2020)

Enforcement and penalties

Enforcement powers appear in several forms across the indexed instruments, ranging from administrative late-payment penalties to the criminal consequences of carrying on unauthorised investment business. The instruments do not set out a single consolidated schedule of fines.

• Approved manager penalties: Late payment of an approved manager's renewal fee triggers administrative penalties as if the manager were a licensee; failure to pay the maximum penalty and fee within 30 days forces the manager to cease acting.
• Incubator and approved funds: A fund that fails to pay its renewal fee when due is liable to a penalty of US$50 per day unpaid, up to a maximum of US$2,000.
• SPC late payments: The Segregated Portfolio Companies (Mutual Funds) Regulations prescribe monthly late-payment penalties for missed notifications or fee payments, with the annual fee capped at US$10,000.
• Forced conversion or liquidation: The Commission may direct a non-compliant incubator or approved fund to convert or liquidate, including on public interest grounds, and may direct an approved manager to apply for a licence or cease business.
• Public fund enforcement: The Public Funds Code is enforceable by the Commission under the FSC Act, including through directives, mandatory appointment of a qualified person, investigations and administrative penalties.
• Unauthorised business: The FSC has confirmed that conducting investment business without authorisation under SIBA is a criminal offence carrying penalties and/or imprisonment; the FSC issues public advisory warnings under section 4(1)(l) of the Financial Services Commission Act against unlicensed entities.
• Virtual assets: Entities conducting a now-identified regulated virtual asset activity had a six-month compliance period from 10 July 2020 to apply for a licence; those operating without a licence risk enforcement for unauthorised financial services business.

Sources: Guidance on Regulation of Virtual Assets in the Virgin Islands (BVI) · Advisory Warning No. 1 of 2025 - Unauthorised Investment Business Services (2025-11-28) · AXIS TRADING GROUP INC. - Advisory Warning No. 15 of 2013 (2013-05-27) · Investment Business (Approved Managers) Regulations (Revised 2020) · Public Funds Code (Revised 2020) · Securities and Investment Business (Incubator and Approved Funds) Regulations (Revised 2020) · Segregated Portfolio Companies (Mutual Funds) Regulations (Revised 2020)