Change of Director for BVI Limited Companies

A British Virgin Island Limited Company can change its director any time by adding a new director, removing or replacing an existing director or accepting the resignation of a director.

Approval Process

The appointment or removal of any director must generally be approved either by: The existing director of the company, if the company Memorandum and Articles of association permits the same The shareholders of the company

To document this change, a director or shareholder resolution is required.

Filing Requirements

Once the change has been approved, the Register of Directors is updated and filed with the BVI Registry. The filing must be completed within 15 days of change.

How to Request a Change of Director

A change of director can be requested directly through the Otonomos Dashboard.

1. Log in to the Otonomos Dashboard.
2. Navigate to Manage Entity.
3. Under Corporate Action Orders, select Change of Director
4. Place the order

Once the order has been placed, an online application for the change of director will appear under Pending Actions for the respective entity. Please complete and submit the application along with the required information and supporting documents in order for the request to be processed.

Information Required

To appoint a new director, the following information is generally required:

1. Full legal name
2. Place the order
3. Date of birth
4. Nationality
5. Occupation

KYC Documents Required

If new Director is a natural person

1. Certified or notarized copy of passport
2. Certified or notarized copy of second ID
3. Certified or notarized copy of recent proof of address
4. Updated Resume
5. Professional reference letter by registered lawyer or an accountant

If new director is corporate body

1. Certificate of incorporation
2. Memorandum or articles of association
3. Copy of Register of Directors and Members
   

**FAQs **

1. When must the change of director be filed with the Registrar- Under the BVI Business Companies Act, the Register of Directors must be filed within 15 days of the appointment, resignation, or removal of a director.
2. Can a director resign from a BVI company? Yes. A director may resign at any time by submitting a written resignation notice to the company. The company must then update the Register of Directors and file the change with the Registrar.
3. Can a company operate without a director? No. A BVI company must maintain at least one director at all times.
4. How can I track the status of my request? Once the order is placed through the Otonomos Dashboard, the application will appear under Pending Actions for the respective entity. You can track the status and submit the required information through the dashboard.
5. Do shareholders need to approve the change of director? The appointment or removal of a director is usually approved by shareholders or existing directors, depending on the provisions of the company’s Memorandum and Articles of Association.
6. Will the previous director still be responsible after resignation? Once a director resigns and the change has been properly recorded and filed, the former director will generally no longer have authority or responsibility for the company going forward.
7. What happens if the change of director is not filed on time? Failure to file the updated Register of Directors within the required timeframe may result in penalties and could affect the company’s ability to obtain a Certificate of Good Standing.