The BVI Business Companies (Amendment) Act 2024 ("Amendment Act"), which became effective on 02 January 2025 (the "Effective Date"), introduces key revisions to the BVI Business Companies Act, enhancing the jurisdiction’s regulatory framework to combat money laundering, promote transparency, and align with international best practices.
Below is a summary of the key changes:
| Regulation | Before Amendment | After Amendment (From 2 Jan 2025) |
Compliance Deadline |
|---|---|---|---|
|
1. Register of Members
|
Not required to be filed with the BVI Registrar.
|
There is required the mandatory filing of the register of members with the BVI Registrar, including information on nominee shareholders
|
- Companies incorporated before 2 Jan 2025: Deadline on 2 July 2025. |
|
2. Register of Directors
|
- First directors must be appointed within 6 months after incorporation.
- No confirmation on engaging licensed professional directors is required when filing the ROD |
- First directors must be appointed within 15 days after incorporation.
- Companies using a Financial Services Commission-licensed director must confirm details upon filing the register. - A rectification mechanism for inaccuracies in the register of directors is introduced. |
- Existing companies: 6 months from the effective date
- New companies: Must comply immediately. |
|
3. Beneficial Ownership (BO)
|
- The definition was unclear.
- Filing was done through the BOSS Portal. - Certain companies were exempt, but no clear guidelines. |
- Clearly defines BO as the natural person ultimately owning or controlling the company.
- BO information must be filed directly with the Registrar of Corporate Affairs (ROCA). - More specific exemptions for listed companies and regulated funds. |
- Existing companies: Must comply within 6 months from the effective date.
- New companies: Must file BO details within 30 days of incorporation or any change. |
|
4. Continuation Under Foreign Law
|
No additional compliance declaration required from directors when re-domiciling.
|
Directors must submit a compliance declaration confirming no receivership, no ongoing legal disputes, and full cooperation with authorities.
|
Effective immediately from 2 Jan 2025.
|
|
5. To apply the Certificate of Good Standing
|
Companies only needed to pay all outstanding government fees and penalties
|
- Companies must also file their registers of members, directors, and beneficial owners and even annual return
- From 2 July 2025, no certificates will be issued if filings are incomplete. |
- Immediate for new companies.
- Existing companies must complete filings by 2 July 2025. |
Please refer to the details of these changes here.
Should you need further clarification, please feel free to let us know.
