Changes Made to British Virgin Islands’ Business Companies Act 2004 – Eight Key Takeaways for Your Company

24 August 2022 - The British Virgin Islands (BVI) published the BVI Business Companies (Amendment) Act, 2022 on August 12, 2022, introducing some significant changes for BVI companies which come into effect from the 1st of January 2023.

The new requirements ensure enhanced compliance principles that will observe international standards, and follow an extensive review and consultation with practitioners within the financial services industry.

The changes have direct implications for entities registered within the British Virgin Islands, and below is a brief summary of the most relevant changes being introduced:

  1. The establishment of the obligation to file financial returns (to be called Annual Returns) with an entity’s registered agent, in a required format and within a specified time period (first filing due in 2024);
  2. Current Directors’ names will be available via a search mechanism on the Registry system (searches will only be possible on Company names, not directors, and access to the search mechanism will only be available to companies registered to use the VIRRGIN system. Company searches will show the names of the directors of a Company);
  3. Register of Directors will also include alternate director names;
  4. A new requirement for voluntary liquidators to be resident in the BVI (or in the case of joint liquidators, at least one of them must be a local resident). There are also additional provisions aimed at facilitating the collection and retention of liquidated company records within the BVI;
  5. Prohibition against the issuance of bearer shares and abolition of the existing bearer share regime;
  6. Modifications to the record retention period and the rules governing underlying documentation and how long it must be maintained;
  7. Changes in the restoration process for struck off companies, and applicable time periods for such;
  8. Additional requirements for companies wishing to transfer the seat of their entity outside of the BVI.

These changes also include the introduction of clearly defined fines for non-compliance, which could have both an economic impact and affect a company’s good standing.

As experts in entity life cycle management, Citco Governance Services pragmatically supports corporate and fund clients in need of such services around the world.

For more information about changes to BVI legislation, or any other corporate governance requirements, get in touch with us at InfoCitcoGS@citco.com.

By Tamara Smith, Managing Director, Citco BVI Limited