British Virgin Islands: The BVI Introduces Legislation For Beneficial Ownership Secure Disclosure

Last Updated: 10 July 2017
Article by Kinanis LLC


The BVI Government has enacted new legislation to establish a secure search system facilitating the effective and efficient storage and disclosure of beneficial owner information for all corporate and legal entities incorporated or domiciled in their jurisdiction.The legislation is known as the Beneficial Ownership Secure Search System Act, 2017 (the "Act").

The Act was enacted on the 12th of June 2017 in order for the BVI to comply with its obligation under the Exchange of Notes Agreement entered into with the United Kingdom back in 2016 and is in addition to the BVI existing AML legislation, which already requires the Registered Agents to collect and maintain information on the beneficial owners of the entities to which they offer services.

The Exchange of Notes Agreement allows for the immediate sharing of beneficial ownership information between the BVI and the United Kingdom government.


Introduction of Beneficial Ownership Secure Search System (the "BOSS")

BOSS is a secure database of beneficial ownership interests in companies incorporated or domiciled in BVI.

Registered Agents are required to identify the beneficial owners of the BVI companies which are under their administration and which fall under the scope of the Act and record/insert such information in the BOSS database.

The BOSS database will not be public and the information will be accessible only by a person designated by the BVI Minister of Finance.The designated person shall execute a search of the BOSS, if formally requested to do so by a senior officer of any of the following authorities: (a) the BVI Financial Investigation Agency, (b) the BVI Financial Services Commission, (c) the BVI International Tax Authority and(d) the BVI Attorney General's Chambers.

It should be noted that such request for disclosure should be proper and lawful and in compliance with the legislation governing the affairs of the authority making the request and any international agreement administered by it; or is in response to a request from a designated law enforcement authority listed in the Act.

In effect, disclosure of such information, could be made to law enforcement authorities in jurisdictions with which the BVI has entered into bilateral agreements similar to the UK Exchange of Notes.At the time, only the United Kingdom authorities can request the BVI authorities to provide them with beneficial ownership information recorded in the BOSS database.

It is further clarified that information maintained in the database and also maintained by each Registered Agent, will be confidential to the registered agent and will be accessible externally only by specially designated BVI law enforcement officials as mentioned above.

Entities within the scope of the Act:

The Act applies to corporate and legal entities incorporated or registered under the BVI Business Companies Act 2004, subject to specific exceptions.

Who is a beneficial owner?

According to the Act, a beneficial owner is defined as the natural person who ultimately owns or controls 25% or more of the shares or voting rights in a corporate or legal entity (other than a corporate and legal entity whose securities are listed in a recognised stock exchange), or who exercises control over its management.

In case of a legal arrangement, this definition covers the partner(s) and/or the trustee(s) and/or the settlor(s).

Where a company is in insolvent liquidation, administration or administrative receivership, the beneficial owner is the natural person who has been appointed as liquidator, administrator or administrative receiver of the company.Where the beneficial owner is deceased and was a shareholder in the company, the personal representative of that shareholder's estate is considered the beneficial owner for the purposes of the Act.

Information stored in Boss

(i) Corporate and legal entities

The information to be collected and subsequently stored in BOSS with respect to each corporate and legal entity for which a Registered Agent acts as Registered Agent for, is, (i) name/alternative names; (ii) incorporation number or equivalent; (iii) date of

incorporation; (iv) status (e.g. active/dissolved); (v) registered address; and (vi) any other particulars as the Minister may by Order prescribe.

(ii)  Beneficial Owners

As to each beneficial owner of the corporate or legal entity the information to the stored in BOSS is: (i) name; (ii) residential address; (iii) date of birth; and (iv) nationality.

(iii)  Registrable Legal Entities

In the event that the structure of a company which falls under the scope of the Act includes other legal entities leading up to the ultimate beneficial owner, then the Registered Agent is obliged to keep information of such entities in its records.

A registrable legal entity is a legal entity which (a) would be a beneficial owner, of the corporate legal entity if it were an individual, and (b) one or more of the following factors apply: (i) it is a legal entity which is an exempt person; (ii) it is a legal entity the securities of which are listed on a recognized stock exchange; (iii) it is a licensee or a foreign regulated person; or (iv) it is a sovereign state or a wholly owned subsidiary of a sovereign state.

For such legal entities their ultimate beneficiaries are not disclosed.

Exemptions from disclosure

Excluded from the obligation to identify a natural person as beneficial owner, are companies listed in a recognised stock exchange and other entities that are subject to other regulatory supervision.This extends to BVI regulated funds, their investment

managers and their subsidiaries as well as persons licensed under the BVI financial services legislation. Corporate entities that are registered as "foreign companies" in the BVI are also excluded.

The information and details of each "exempt person", shall be collected and kept by the Registered Agents in their records in the same way as information will be collected for each corporate and legal entity for which they act as Registered Agents.


The corporate and legal entities are obliged to inform the Registered Agent of any changes in the beneficial ownership or in the prescribed beneficial owner information within 15 days of becoming aware of such a change, indicating the date when such changes took place.

The Registered Agent is required to take all necessary steps for the updating of the BOSS System, within 15 days of being notified of these changes.


The Act applies to all BVI business companies, except those that were struck off the Registry before the 1st of January 2016 and have not been restored.

Registered agents are required to upload underlying beneficial ownership information into the BOSS system on or before 30th day of June 2017, and on an ongoing basis thereafter.


This publication has been prepared as a general guide and for information purposes only. It is not a substitution for professional advice. One must not rely on it without receiving independent advice based on the particular facts of his/her own case. No responsibility can be accepted by the authors or the publishers for any loss occasioned by acting or refraining from acting on the basis of this publication.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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