Final version of BVI business companies Act amendments is gazetted

Thursday, 03 October 2024
The British Virgin Islands (BVI) Business Companies (Amendment) Act 2024 (the Act) has received governor's assent and was gazetted on 26 September 2024.
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The Act sets out some important reforms regarding beneficial ownership, nominee shareholders, the register of members, rectifying the register of directors, director duties and more.

The Act has not yet been brought into force, although that is thought to be 'imminent', according to law firm Mourant. It is probable that the Act's measures will be brought into effect in a staged manner. When in force, beneficial ownership information will have to be filed with the Registrar of Corporate Affairs (the Registrar), although it will not be publicly accessible at present.

In the case of a trust, the beneficial owners are deemed to be the trustee; the settlor; the protector; the beneficiaries or class of beneficiaries, whether trust property or income has been distributed or not; and any other natural person exercising direct or indirect control.

The information must be filed within 30 days of a company's incorporation or its continuation into the BVI, although existing companies and companies continuing into the jurisdiction before the Act comes into force will have a six months' grace period. Failure to comply will result in a penalty of USD600 for the first three months and USD800 for the following three months, after which point the company will be struck off from the register.

The Act also requires that details of nominee shareholders is maintained and filed with the Registrar, without any de minimis exemptions. The register of members must be filed within 30 days of incorporation or continuation, or of any changes occurring. It too will not be publicly available.

The first registered agent of a company must now appoint one or more persons as the first director of the company within 15 days of the date of incorporation of the company. This is significantly shorter than the previous allowance. A company must also report to the Registrar if it has appointed a licensed professional director as one of its directors.

'It is clear that some of the proposed changes will impose additional obligations, such as filings in the event of changes', said law firm Ogier. However, the firm considers these obligations 'should not be materially burdensome'.

The final version of the Trustee (Amendment) Act 2024 has also received assent and was gazetted on the same day (26 September). Its provisions in effect introduce beneficial ownership registers in respect of express trusts.

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