Repost from 31 December 2024: https://www.viss.com.hk/so/94PGPL43H?languageTag=en

The BVI Business Companies (Amendment) Act, 2024 (the Amendment Act), published in the BVI Gazette on 26th September 2024, details several amendments to the BVI Business Companies Act.

The recent changes affect the filing obligations of BVI business companies. They introduce additional requirements for submitting registers of directors and establish new obligations for filing registers of members and beneficial ownership information with the Registrar. In a recent communication, the BVI Financial Services Commission indicated that these changes would become effective on 2 January 2025.

Beneficial Ownership Information

The Amendment Act adopts the definition of beneficial owner considering both ownership and control of 10% or more.
The beneficial ownership information must now be filed with the BVI Registrar of Companies (Registrar) rather than on the BOSS Portal, as is currently the case.
This beneficial ownership information must be filed within 30 days of the incorporation of a company or within 30 days of the date the company continues into the BVI.
Certain companies are exempt from this requirement, including:
- Companies whose shares are listed on a recognised exchange or
- BVI funds where such funds' beneficial ownership information is held by either (i) a person who holds a Category 6 investment business license under the Securities and Investment Business Act (as revised) or (ii) its authorised representative or other person licensed by the BVI Financial Services Commission that has a physical presence in the BVI, and such person ensures that the beneficial ownership information can be provided to the Registrar within 24 hours of a request for such information.

Any changes to the beneficial ownership information must be filed within 30 days of such changes.
Further particulars concerning the beneficial ownership obligations under section 96A of the Act are detailed in the BVI Business Companies and Limited Partnerships (Beneficial Ownership) Regulations, 2024 and the guidelines on Beneficial ownership obligations under the AML Regulations and AMLTF Code of Practice and Filing of Beneficial Ownership Information Under the BVI Business Companies and Limited Partnerships (Beneficial Ownership) Regulations, 2024.
Notably, this filing with the Registrar is not publicly accessible.

Register of Members

Companies are now required to file their register of members with the Registrar within 30 days of incorporation or continuation into the BVI.
Details about nominee shareholders must be maintained and filed with the Registrar. Any company member who holds shares in the company and exercises the associated voting rights on the instructions of another (i.e., the nominator) without discretion or who receives dividends on behalf of a nominator is a nominee shareholder for the purposes of the Act. Where a company member acts as a nominee shareholder, the company must file the nominator’s name and address with the Registrar and the date when either the nominee shareholder or nominator ceases to hold the respective role (where applicable).
Any changes to the register must also be filed within 30 days of such changes.
Certain companies are exempt from this requirement, including:
- Companies whose shares are listed on a recognised exchange or
- BVI funds where such funds' beneficial ownership information is held by either (i) a person who holds a Category 6 investment business license under the Securities and Investment Business Act (as revised) or (ii) its authorised representative or other person licensed by the BVI Financial Services Commission that has a physical presence in the BVI, and such person ensures that the beneficial ownership information can be provided to the Registrar within 24 hours of a request for such information.

The register of members will remain private unless the company opts to make it publicly accessible. The Registrar will only make such information available to domestic competent authorities and law enforcement agencies in the lawful discharge of their responsibilities.

Register of Directors

A company's registered agent must now appoint the first directors within 15 days of the date of incorporation instead of the previous timeframe of 6 months.
The filing of the register of directors must be completed within 15 days after the appointment or continuation.
Companies with “nominees” provided by licensed director service providers are required to file both the names of the relevant directors and the names of any individuals on whose instructions the professional director is acting.
Any person aggrieved by an omission or inaccuracy (or unreasonable delay in rectifying an error) in a company’s register of directors can apply to the High Court for rectification.

Restoration of Struck-Off Companies

Changes have been made to give companies a fourteen (14) day window from the date of restoration to comply with the record-keeping obligations of all BVI companies.
The timeframe for filing a sealed Court order to restore a company with the Registrar has been extended from 30 to 60 days. Failure to meet this deadline will now result in a penalty.

Certificate of Good Standing

A Certificate of Good Standing will not be issued if any of the following documents have not been submitted:
1.   Register of Members
2.   Register of Directors
3.   Beneficial Owner Information
4.   Annual Return with the registered agent
Where BO information is not yet required to be filed, the certificate of good standing will have an expiry date up to when the BO filing is due.

Continuation Under Foreign Law

A further declaration will be required to confirm no pending proceedings, outstanding regulatory requests, or receiver appointed over the company or its assets.

Duty to Cooperate and Provide Returns

Companies must cooperate with competent authorities and BVI law enforcement agencies.
The Registrar will also have statutory powers to require a company to provide a “return” on its business and affairs.

Transition Period

Once the Amendment Act comes into effect on 2nd January 2025, there will be a transitional period of six months for existing companies to comply with the new requirements.

Repost from 31 December 2024: https://www.viss.com.hk/so/94PGPL43H?languageTag=en

The BVI Business Companies (Amendment) Act, 2024 (the Amendment Act), published in the BVI Gazette on 26th September 2024, details several amendments to the BVI Business Companies Act.

Beneficial Ownership Information

The Amendment Act adopts the definition of beneficial owner considering both ownership and control of 10% or more.

The beneficial ownership information must now be filed with the BVI Registrar of Companies (Registrar) rather than on the BOSS Portal, as is currently the case.

This beneficial ownership information must be filed within 30 days of the incorporation of a company or within 30 days of the date the company continues into the BVI.

Certain companies are exempt from this requirement, including:

Companies whose shares are listed on a recognised exchange or

Any changes to the beneficial ownership information must be filed within 30 days of such changes.

Notably, this filing with the Registrar is not publicly accessible.

Register of Members

Companies are now required to file their register of members with the Registrar within 30 days of incorporation or continuation into the BVI.

Any changes to the register must also be filed within 30 days of such changes.

Certain companies are exempt from this requirement, including:

Companies whose shares are listed on a recognised exchange or

The register of members will remain private unless the company opts to make it publicly accessible. The Registrar will only make such information available to domestic competent authorities and law enforcement agencies in the lawful discharge of their responsibilities.

Register of Directors

A company's registered agent must now appoint the first directors within 15 days of the date of incorporation instead of the previous timeframe of 6 months.

The filing of the register of directors must be completed within 15 days after the appointment or continuation.

Companies with “nominees” provided by licensed director service providers are required to file both the names of the relevant directors and the names of any individuals on whose instructions the professional director is acting.

Any person aggrieved by an omission or inaccuracy (or unreasonable delay in rectifying an error) in a company’s register of directors can apply to the High Court for rectification.

Restoration of Struck-Off Companies

Changes have been made to give companies a fourteen (14) day window from the date of restoration to comply with the record-keeping obligations of all BVI companies.

The timeframe for filing a sealed Court order to restore a company with the Registrar has been extended from 30 to 60 days. Failure to meet this deadline will now result in a penalty.

Certificate of Good Standing

A Certificate of Good Standing will not be issued if any of the following documents have not been submitted:

1. Register of Members

2. Register of Directors

3. Beneficial Owner Information

4. Annual Return with the registered agent

Where BO information is not yet required to be filed, the certificate of good standing will have an expiry date up to when the BO filing is due.

Continuation Under Foreign Law

A further declaration will be required to confirm no pending proceedings, outstanding regulatory requests, or receiver appointed over the company or its assets.

Duty to Cooperate and Provide Returns

Companies must cooperate with competent authorities and BVI law enforcement agencies.

The Registrar will also have statutory powers to require a company to provide a “return” on its business and affairs.

Transition Period

Once the Amendment Act comes into effect on 2nd January 2025, there will be a transitional period of six months for existing companies to comply with the new requirements.

Please note that the filing of members and beneficial owners will incur registration fees, and non-compliance will result in penalties.

If you have any questions or require additional assistance, please do not hesitate to contact us at Contact@viss.com.hk.

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