The BVI Business Companies (Amendment) Act, 2024

Key Updates to the BVI Business Companies Act: What to Expect in 2025

The BVI Business Companies (Amendment) Act, 2024 introduces significant changes to the BVI Business Companies Act.   This Amendment Bill came into effect on January 1, 2025.

Some of the key amendments include the ones listed below:

Mandatory Registers of Members

Every company incorporated under the BVI Business Companies Act is now required to file a copy of its Register of Members within 30 days after the date of its incorporation or continuation to the BVI.

Any changes to the register must be filed within 30 days in which the change has occurred.

This register must list all shareholders (members) of the company, their addresses, the number of shares they hold, and the date on which they became or ceased to be members.

Where a company has members that act as nominee shareholders, the company needs to file the name of the nominator, the date on which the shareholder ceased to be a member; and the date on which a person ceased to be a nominator.

While the Register of Members must be filed for registration by the Registrar, it will not be publicly accessible. Access to the register is limited to:

• The company itself and its registered agent,
• Domestic competent authorities,
• Law enforcement agencies performing their investigative functions.

Penalties for failure to comply with the initial filing are US$200.00 for the first month; US$250.00 for each additional month for the next 2 months, and after that US$300.00 for each month that the filing remains outstanding.

For failure to file the changes the penalties are US$200.00 for each month up to US 2,400.00.

For existing companies (companies active at the moment of the enactment of the act), the filing of the register of members relates only to the members of the company at the moment of the filing.

Existing companies have 6 months from the effective date of the law to file the register of members.  The Registrar may extend this period for an additional period of 6 months.

The penalties for failure to comply with this requirement are US$600.00 for the first 3 months; an extra penalty of US$800.00 for an additional 3 months and if the company does not comply after this second period, it will be struck off/dissolved.

The Registry’s fee for the first filing of the Register of Members is US$50.00. For any further filing due to any change made to the members of the company, the Registry’s fee is US$75.00. Icaza’s administrative fees will apply.

Directors

The period to appoint a company’s first director is reduced from 6 months to 15 days.

The company has 15 days to file the particulars of the directors in the Registry (before the amendments the period was 21 days).

Failure to file the particulars of the directors will incur in a penalty of US$300.00 within the first month; US$350.00 per each month for 2 months, and after then US$400.00 per each month up to 3 months.

The penalties for failure to file changes in the directors are US$300.00 per each month up to US$3,600, and for failure to file changes in the particulars of the directors US$200.00 per each month up to US$2,400.00.

Where a person licensed by the FSC to provide director services acts as a director, the person must indicate the capacity in which he or she is acting in the register of directors.

The list of particulars of the directors of a BVI company may be requested by any person.

Beneficial Ownership Information

Companies are required to collect, keep, and maintain beneficial ownership information that is “adequate, accurate, and up-to-date.” This information must be filed with the Registrar within 30 days of incorporation or continuation.  This information is not publicly accessible.

Any changes in beneficial ownership must be reported within 30 days of the company becoming aware of the change.

The penalties for failure to register the beneficial owner are US$500.00 for the first month; US$550 for each month after the first month for a period of 2 months, and after that period US$600.00 per each month up to three months.

The penalties for failure to file a change in the beneficial ownership is US$500.00 per month until a maximum of US$6,000.

The amendments enable the Registrar to establish such other registers as may be considered appropriate including appropriate including new or existing registers or information which may be included in the electronic platform (VIRRGIN) administered by the Registry.

The Registrar shall adopt measures to further verify that the beneficial owner information filed is accurate and up to date.  This obligation may be undertaken by the FSC or by the Registrar’s new inspection powers.

The Registry’s fee for filing Beneficial Owner information is US$75.00.  Icaza’s administrative fees will apply.

Restoration of Struck-Off Companies

Companies that have already been struck off the register prior to the new law will need to comply with the new filing requirements as part of any application for restoration to the register.

If an existing struck off company that is granted restoration fails to comply with the filing requirements within the time frame specified in the legislation, the Registrar will struck off the company again and an additional penalty of US$5,000.00 will be imposed if a new application to restore the Company is filed by the same person.

Discontinuation of BVI company

The amendments add additional conditions when the intention of discontinuation is filed in the Registry, such as:

Confirmation that the company does not have any pending request from a competent authority; that the company is not aware of any legal proceedings pending; and that no receiver has been appointed over the assets of the company.

Should you have any questions regarding these amendments, please get in touch with the lawyer who usually manages your requests.

Frequently Asked Questions

• What action do I have to take due to these changes?

No action is required from you at this moment. We already have the necessary information to proceed with the filings. If we need to review or confirm any further details, we will contact you directly.

• What is the process to file the Beneficial Owners and Register of Members?

You need to provide information on the beneficial owners and members of the company if there have been changes to the information you have previously submitted.

Any changes in the directors, members or beneficial owners of the companies must be filed at the Registry within the following timeframes to avoid penalties:

• Change of Directors: 15 days
• Change of Members: 30 days
• Change of Beneficial Owners: 30 days

Bear in mind that the timeframes apply from the date of any change occurring.

• What fees will apply to file changes to the Register of Members and Beneficial Owners’ information that have occurred after January 1^st, 2025?

The charges for each change made since January 1^st, 2025, will be the following:

Details	Registry fees
Register of Members	US$75.00
Beneficial Owners information	US$75.00

• Do I need to use a specific format to proceed with the filing of the members and beneficial owners’ information?

Yes, ICAZA will provide the required format to proceed with the registry.

• Which other requests will see fees increased due to the new amendments:
• Continuation into the BVI
• Mergers
• Restoration of companies

For any additional questions, please contact us at bd@icazalaw.com.