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BVI to require compulsory register of directors

Thursday, 5 November, 2015

British Virgin Islands premier Orlando Smith has announced some legislative amendments to improve the BVI authorities' access to company beneficial ownership information.

In a speech to the Assembly on Monday, Smith noted that the BVI, as well as other British Overseas Territories and Crown Dependencies, are under pressure from London to introduce publicly available central registries of the beneficial owners of companies.

Most have rejected the idea. However, in Monday's speech Smith attempted to ease the pressure by making some changes to the BVI's corporate services provider regulatory regime. The changes, he said, would provide mechanisms to ensure timely access by law enforcement and tax authorities, equivalent to those provided by a central register.

The BVI Business Companies (Amendment) Act 2015 will introduce a compulsory duty to file a register of directors with the Companies Registry. It also creates an option of filing the company's register of members.

However, the information on both registers will only be made available to 'competent authorities in the execution of their duties' – meaning regulators, tax administrators or law enforcement agencies. Other persons will only have access by getting a court order.

This compromise, said Smith, should reassure practitioners and clients that the BVI's business sector will be safeguarded and its competitive advantage maintained.

He also announced amendments to the BVI's money laundering regulations, setting out restrictions on persons able to act as an intermediary or 'eligible introducer', and placing due diligence requirements on BVI financial institutions who rely on these intermediaries to bring in new customers.

In essence, it appears that BVI registered agents will have to maintain beneficial ownership information in their own office, as opposed to relying on eligible introducers that are typically in another jurisdiction.

These regulations will come into force on 1 January 2016. BVI local service providers will then have to start asking their third party introducers to provide them with beneficial ownership and other customer information upon request, without delay. They will have to maintain this information within the BVI for each individual company they represent.

A 12-month period is being allowed for service providers to come into compliance, although Smith admitted that even this would be 'challenging' for larger service providers. Extensions to the deadline may be granted in some cases.

Smith has already notified the financial industry of these changes in a letter circulated earlier this month. In it, he states:

'As of 1 January 2016, beneficial ownership information of BVI companies will be required to be held within the BVI and relevant information requested by Competent Authorities [must] be provided expeditiously by a more effective and efficient system. Service providers in the BVI will be required to become compliant with these requirements for existing companies within twelve months, with a possible extension in specific circumstances. The information required to be held will include company beneficial owners' names, dates of birth, residential addresses and nationalities. In addition to the introduction of these enhancements to the [money laundering] requirements, the BVI Business Companies Act, amongst other things, will be amended to include a requirement for the private filing of registers of directors for all companies.'

'Companies cannot afford to do business in countries that might cause them a reputational issue', commented David Collins of Walkers Global. 'The better BVI's transparency and reputation, the better it is for business and inter jurisdictional competition.'

Sources

BVI government
BVI government (2)
BVI government (3)
Walkers Global