BVI Business Companies Act

2022 important changes

The BVI government announced on 12 August 2022 that the BVI Business Companies (Amendment) Act, 2022 (“the Amendment Act”) and the BVI Business Companies (Amendment) Regulations, 2022 (“the Regulations”) will come into force on 1 January 2023.

The amendments are to strengthen the BVI’s legal and regulatory regime and allow for continued compliance with new and emerging international standards. The amendments include provisions addressing various parts of the BVI Business Companies Act. The key amendments are set out below.

Abolition of Bearer Shares

With the new amendments, the bearer shares regime is now completely abolished. By 1 January 2023, all existing bearer shares which have not been redeemed or converted into registered shares will be deemed converted to registered shares.

Striking-off and dissolution of companies

Currently, the BVI Business Companies Act provides that where a company has been struck off the Register of companies (usually because of failing to pay the annual fees), after a period of seven years, it is deemed dissolved.

With effect from 1 January 2023, a company that is struck off the Register will be deemed dissolved on the date that the Registrar of Corporate Affairs (the “Registrar”) publishes a striking off notice in the Gazette.

New Financial Reporting Rules

Companies will be required to file an annual return which is due nine months after the end of the year to which the annual return relates. The annual return is to be filed with the company’s registered agent. The requirement for filing an annual return applies to all BVI companies, with the exception of:

  • listed companies;
  • companies regulated under a financial services legislation requiring the reporting of financial statements; and
  • companies that file their annual tax returns and financial statements with the BVI Government’s Inland Revenue Department.

Failure to file the annual return constitutes an offence and may result in prosecution or a fine against the company.

Access to list of Directors

The company’s list of directors will be accessible by making an application to the Registrar. Additional costs are expected for the application.

The list will relate to current directors on the company’s Register of directors. The information made available will not include dates of birth, addresses or the names of former directors.

Register of persons with significant control

The Amended Act introduces the framework by which the BVI government might, in the future, introduce a public register of persons with significant control. It is important to note that no changes are expected to come into force on 1 January 2023. The BVI government previously made a commitment to introduce such a register by 2023, subject to certain caveats and qualifications.

The Amended Act provides that the Government may, by future regulations, specify the requirements for the format of such registers. It also provides that the regulations may contain exemptions or restrict access to certain person’s data.

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