Introduction The British Virgin Islands (BVI) has introduced sweeping changes to its corporate legislation through the BVI Business Companies (Amendment) Act 2024, effective from 2 January 2025. These amendments reflect the territory's commitment to strengthening transparency, combating financial crime, and aligning with international compliance standards. Below is a concise overview of the changes and their implications for BVI entities.
Key Legislative Changes
- Filing of Registers of Members Now Mandatory
All BVI Business Companies must now submit their register of members to the BVI Registrar of Companies. Existing companies have a six-month grace period, while new incorporations must comply within 30 days.
- Director Appointment Deadline Shortened
The window to appoint initial directors has been reduced from six months to 15 days, promoting faster corporate structuring and regulatory alignment.
- Clarified Beneficial Ownership Requirements
A beneficial owner is defined as a natural person with 10% or more ownership or control. Companies must disclose this information to the Registrar:
- Within 30 days of incorporation or continuation
- Within 30 days following any ownership changes
- Stricter Redomiciliation Protocols
Companies relocating to the BVI must file a declaration confirming:
- No active legal proceedings or receiverships
- Full cooperation with competent authorities regarding document requests
- Maintaining Good Standing
To remain in good standing, companies must:
- File their registers of members, directors, and beneficial owners
- Clear any government dues or penalties
- Ensure no outstanding notifications for missing annual returns from their Registered Agent
- Mandatory Use of VIRRGIN Platform
From January 2025, all beneficial ownership data must be filed through the FSC's VIRRGIN online system for both BVI Business Companies and Limited Partnerships.
Strategic Considerations for Businesses
These developments may impact the appeal of the BVI as a flexible, low-compliance jurisdiction. Companies should evaluate their current entity structure and assess whether to:
- Adapt to the new regulatory requirements
- Re-domicile to a more suitable jurisdiction
- Establish a new presence in a compliant yet business-friendly location
Eurofast's Take
Eurofast is well-positioned to support clients navigating these updates. Our regional expertise allows us to:
- Review and optimise your entity's compliance standing in the BVI
- Manage filings for registers and ownership information
- Assist in the re-domiciliation process to destinations such as Cyprus, Bulgaria, Seychelles, Serbia, and others
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.
