We would like to inform you about the 2024 amendments to the Business Companies Act in the British Virgin Islands (BVI), which introduce important changes to the filing obligations for BVI business companies. Effective from 2nd January 2025, these amendments include new requirements for submitting registers of directors, as well as additional obligations to file registers of members and beneficial ownership information with the BVI Registrar.

Beneficial Ownership Information

The Amendment Act introduces new provisions for the filing of beneficial ownership information, including the following:

Definition of Beneficial Owner

A beneficial owner is defined as anyone who owns or controls 10% or more of the company’s shares or voting rights.

Filing with the Registrar

Beneficial ownership information must now be filed with the BVI Registrar of Companies (not through the BOSS Portal as before).

Filing Deadlines

The information must be submitted within 30 days of incorporation or 30 days of the company continuing into the BVI. Exemptions: Certain entities are exempt, including:

1. Companies whose shares are listed on a recognized exchange
2. BVI funds where such funds beneficial ownership information is held by either (i) a person who holds a Category 6 investment business license in accordance with the Securities and Investment Business Act (as revised), or (ii) its authorized representative or other person licensed by the BVI Financial Services Commission that has a physical presence in the BVI, and such person ensures that the beneficial ownership information can be provided to the Registrar within 24 hours of a request for such information

Filing Updates

Any changes to beneficial ownership must be reported within 30 days

Please note that the beneficial ownership filings will not be publicly accessible but must be made available to domestic authorities upon request.

Register of Members

Changes to the Register of Members include:

Filing with the Registrar

The register must be filed within 30 days of incorporation or continuation into the BVI

Nominee Shareholders:

Details about nominee shareholders must be maintained and filed with the Registrar. Any member of a company who holds shares in the company and exercises the associated voting rights on the instructions of another (i.e., the nominator) without discretion, or who receives dividends on behalf of a nominator, is a nominee shareholder for the purposes of the Act. Where a member of a company acts as a nominee shareholder, the company is required to file with the Registrar the nominator’s name and address and the date when either the nominee shareholder or nominator ceases to hold the respective role (where applicable)

Filing Updates

Any changes to the register must also be filed within 30 days of such changes.

Exemptions:

Companies whose shares are listed on a recognized exchange or BVI funds with licensed persons managing beneficial ownership are exempt

Privacy

The register remains private, unless the company opts to make it publicly accessible.The Registrar will only make such information available to domestic competent authorities and law enforcement agencies in the lawful discharge of their responsibilities.

Register of Directors

Changes to the Register of Directors include:

Filing requirements

The registered agent of a company must now appoint the first directors within 15 days of the date of incorporation, instead of the previous timeframe of 6 months. The filing of the register of directors must be completed within 15 days after the appointment or continuation.

Nominee Directors

Companies with “nominees” provided by licensed director service providers are required to file both the names of the relevant directors and the names of any individuals on whose instructions the professional director is acting.

Any person who may be aggrieved by an omission or inaccuracy (or unreasonable delay in rectifying an error) in a company’s register of directors will be able to apply to the High Court for rectification

Certificate of Good Standing

A Certificate of Good Standing will not be issued if any of the following documents have not been submitted:

1. Register of Members

2. Register of Directors

3. Beneficial Owner Information

4. Annual Return with the registered agent

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Please note

Where BO information is not yet required to be filed, the certificate of good standing will have an expiry date up to when the BO filing is due

Transition Period for existing companies and Penalties

After the Amendment Act takes effect on January 2, 2025, a transitional period of six months will be provided for existing companies to comply with the new requirements. Entities incorporated before January 1, 2025, must file their Register of Members (ROM) and Register of Beneficial Owners with the Registrar no later than July 2, 2025.

Please note that the filing of the Register of Members and beneficial ownership information will incur registration fees of $550. The fees can be paid in the Otonomos Dashboard in the Entity Maintenance section of your entity.

Failure to meet these reporting obligations will result in penalties. We strongly encourage all entities to complete the necessary filings well before the stated deadline to avoid non-compliance