TBA & Associates

BVI Business Companies Act

2022 important changes

On August 12, 2022, the government of the British Virgin Islands (BVI) announced the scheduled implementation of two significant legislative measures: the BVI Business Companies (Amendment) Act, 2022 (referred to as “the Amendment Act”) and the BVI Business Companies (Amendment) Regulations, 2022 (referred to as “the Regulations”). These changes are slated to take effect on January 1, 2023.

The primary objective of these amendments is to fortify the BVI’s legal and regulatory framework, aligning it with evolving international standards. These amendments encompass various aspects of the BVI Business Companies Act, with the most noteworthy revisions outlined below:

Abolition of Bearer Shares

Under the new amendments, the use of bearer shares is entirely eliminated. By January 1, 2023, any existing bearer shares that have not been redeemed or converted into registered shares will automatically be transformed into registered shares.

Striking-off and dissolution of companies

Currently, the BVI Business Companies Act stipulates that a company is deemed dissolved if it has been struck off the Register of companies, usually due to failure to pay annual fees, after a seven-year period.

Starting from January 1, 2023, a company struck off the Register will be considered dissolved on the date when the Registrar of Corporate Affairs publishes a striking-off notice in the Gazette.



New Financial Reporting Rules

Companies will now be obligated to submit an annual return within nine months following the end of the corresponding year. This annual return must be filed through the company’s registered agent. This filing requirement applies to all BVI companies, except for:

– Listed companies.
– Companies regulated under financial services legislation mandating the reporting of financial statements.
– Companies that submit their annual tax returns and financial statements to the BVI Government’s Inland Revenue Department.

Failure to comply with the annual return filing constitutes an offense and may result in legal action or fines against the company.

Access to list of Directors

Access to the company’s list of directors will be attainable through an application to the Registrar. Additional fees are expected for this application. The accessible information pertains only to current directors listed in the company’s Register of directors and does not include personal data such as birthdates, addresses, or the names of former directors.

Register of persons with significant control

The Amended Act introduces the framework for potential creation of a public register of persons with significant control by the BVI government in the future. It’s important to note that no immediate changes are anticipated to be enacted by January 1, 2023. The BVI government had previously committed to introducing such a register by 2023, contingent upon specific conditions and qualifications.

The Amended Act empowers the government to outline the format requirements for such registers through future regulations. These regulations may also encompass exemptions or restrictions on access to certain individuals’ data.


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