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Amendments to the BVI Business Companies Act

Amendments to the BVI Business Companies Act 2004 and the BVI Business Companies Regulations will come into force on January 1st, 2023.

These amendments reflect the BVI’s commitment to comply with international standards in terms of transparency and the fight against money laundering.

Director Names Available in the Registry

The names of directors of BVI companies will now be accessible through the BVI VIRRGIN online system through paid company searches.  Searches will be made by company name and only the names of current directors will be displayed.  Previous Registers of Directors filed on a private basis will not be available.  This information will only be accessible to VIRRGIN system registered users.

Voluntary Liquidator

Voluntary liquidators shall now be BVI residents who have been physically living in the BVI for a period not less than 180 days.  They must comply with some conditions, such as having relevant qualifications and experience to liquidate a company.  The liquidator shall collect the accounting records and underlying documentation maintained by the company and shall transmit copies of these to the registered agent at the conclusion of the liquidation.  The registered agent shall keep and maintain those records for a period of at least 5 years from the date of receipt.

Bearer shares

The bearer shares regime has been abolished.

Continuation out of BVI

It is mandatory to file within the BVI Registry a notice of intention to continue the company in another jurisdiction indicating the jurisdiction to which it is being continued, at least 14 days before proceeding to continue a company out of the BVI

Accounting Records Annual Return

Companies shall file an annual return providing certain financial information with the registered agent once a year, up to nine months after the end of the company’s fiscal or financial year. The format of such return and the information it shall contain has not been specified yet.  This annual return will not be public.  The registered agent shall keep the annual return and must notify the Registrar of any company that has not provided the Annual Return in due time.  Penalties for non-compliance will apply to the company.   

Struck-off/Dissolved Status

Companies that are struck off the Registry for not paying its annual license fees will be dissolved after 90 days.  The Registrar will notify the company through its registered agent.  The registered agent shall maintain corporate and due diligence records in order before a struck-off company is dissolved by the Registry.  The company may be restored through the Registry for a period of up to 5 years if it complies with certain requirements. 

Restoration through the Court

If a company has been dissolved it may file an application to the Court within 5 years if it satisfies the following conditions:

  • the company was dissolved by a voluntary liquidation under the BC Act or liquidation under the Insolvency Act,
  • on the date of dissolution, the company was not carrying on business or in operation,
  • the purpose of the restoration is to initiate, continue or discontinue legal proceedings in the name of or against the company, or make an application for the company’s property that has vested in the Crown to be returned to the company; or
  • in any other case in which the application cannot be made to the Registrar and it is considered to be just and fair.

Transitional Provisions

Companies that are struck off at the effective date of this amendment will have 6 months from the effective date of the Act to be restored, unless the period granted by the former Act comes earlier, in which case the earlier date applies.  If the struck-off company is not restored within the 6 months period, it is deemed to be dissolved on the day following the end of this period.  Any existing dissolved company has 5 years after the effective date to apply to the Court to be restored.

Register of Persons with Significant Control

Registered Agents shall maintain a “Register of Persons with Significant Control”.  The Regulations will describe the information that this register shall contain and may require companies to record and transmit this information to the Registrar in the future when such registers become an international standard as described by the BVI government in the past.  It may also provide for exemptions and restrictions to the access of this information.  These searches will convey a fee and penalties for contraventions may apply.

Next Steps:

Starting mid-September, the OMC Team will be reaching out to clients that must comply with these amendments to the BVI legislation.

It will be advisable that all BVI entities must be complying with this regulation by the end of December 2022 to avoid any penalties.  

In the meantime, in case you have any questions, please contact your OMC Relationship Manager or email us at [email protected]