BVI Company Information
High Degree of Confidentiality

The British Virgin Islands (BVI) offer a distinct advantage to companies seeking to safeguard their ownership, management, and financial details through confidentiality measures.

While this confidentiality serves to protect the interests of the company, it simultaneously limits the accessibility of its documentation and information to external parties.

Outlined below are the documents and information related to a BVI company (which is not deemed a regulated entity) that may be accessible to third parties through public and external channels.

Reasons for seeking documentation or information

There exist several primary reasons prompting a third party to seek documentation or information concerning a company, including:

Performing due diligence before entering into a transaction with the company. Conducting thorough research prior to considering a purchase or merger involving the company.
Investigating the particulars of the company’s ownership, management, or financial status in connection with ongoing or potential legal matters.
Tracing the company’s assets in relation to a claim or potential claim.

Confidentiality Guidelines

Typically, access to a company’s registers is restricted to the company itself, its registered agent, or individuals who have been explicitly authorized in writing by the company.

While the register of directors is lodged with the Registrar, unless the company opts to make it publicly accessible, it remains confidential and is not subject to public scrutiny unless mandated by the High Court or formally requested in writing by an authorized authority.

If a company elects to make its register of directors or register of shareholders publicly accessible, these registers can be perused by the public via a company search on VIRRGIN1 (company search), the internet-based information network managed by the BVI Financial Services Commission. However, access to this network is restricted solely to account holders located within the BVI.

The company’s registered agent is obligated to maintain confidentiality, and except in cases outlined under ‘Disclosure orders’ and ‘Foreign competent authorities’ below, will abstain from disclosing any documents or information concerning the company to a third party.

Available documents and information

A company’s statutory obligations under the Act are minimal. Consequently, conducting a company search through the Registrar’s archives provides access to only a limited set of documents and information pertaining to the company.

Typically, a company search will reveal the following details and documents related to a company:

The identity and address of its registered agent. The registered office’s location. Its certificate of incorporation and any documents indicating a name change. Its memorandum and articles of association, including any revisions or restatements. Its current standing with the Registrar, usually indicated as ‘Active’ if it is in good standing. Confirmation of whether it has settled its annual fee for the present year.

Certificate of Good Standing

Any individual holds the entitlement to petition the Registrar for the issuance of a certificate of compliance concerning a company.~

This certificate will authenticate the following particulars regarding the company:

Its name is duly recorded in the Register of Companies managed by the Registrar under the Act. All fees and penalties stipulated by the Act have been duly settled by the company. The company has submitted a comprehensive copy of its register of directors to the Registrar.

At the time of the certificate’s issuance, the following conditions regarding the company are assessed:

Whether the company has filed any articles of merger or consolidation, or articles of arrangement, pending effectiveness.
Whether the company has initiated voluntary (solvent) liquidation under the Act.
Whether the company has commenced insolvent liquidation or receivership under the Insolvency Act, 2003 (as amended).
Whether the company has entered administrative receivership. Whether proceedings to strike the company’s name off the Register have been initiated.

Registered Agents

A company’s registered agent serves as a valuable repository of information pertaining to the company. As previously mentioned, the registered agent maintains copies of various documents related to the company, including records, supporting documents, details of directors and shareholders, as well as communications and directives.

Moreover, in accordance with the Beneficial Ownership Secure Search System Act, 2017 (as amended) (the Beneficial Ownership Act), the registered agent is mandated (with exceptions for ‘exempt persons’ as defined under the Beneficial Ownership Act) to verify and compile specific ‘prescribed information’ related to each ‘Corporate and Legal Entity’ (CLE) for which it acts as the agent. This includes identifying the beneficial owners and registrable legal entities associated with each CLE (as defined under the Beneficial Ownership Act) for purposes of both beneficial ownership and economic substance. While beneficial ownership information stored within the registered agent’s database remains inaccessible to the public, authorized designated bodies and certain BVI authorities may access it through the beneficial ownership secure search system as stipulated in the Beneficial Ownership Act. However, it’s important to highlight that only the BVI International Tax Authority (ITA) has the authority to access economic substance information contained in the registered agent’s database.

In situations where a company is implicated in wrongdoing, the registered agent, by virtue of its involvement in the establishment and management of the company, has been recognized by the Court of Appeal as inadvertently facilitating such misconduct. Consequently, the registered agent is obligated to disclose to the aggrieved party any documents and information within its possession.

Foreign Competent Authorities

Additionally, under appropriate circumstances, the BVI government is prepared to provide information about a company to a competent authority conducting investigations related to anti-money laundering, terrorist financing, and other financial crimes or activities within the financial services sector. This is done in accordance with agreements with foreign governments, such as the OECD’s Common Reporting Standard (CRS), the US Foreign Account Tax Compliance Act (FATCA), and Country-by-Country Reporting (CbC Reporting).