Welcome to the second edition of our quarterly Corporate Review for 2025 covering recent developments in the British Virgin Islands.
The BVI continued to experience strong corporate activity during the second quarter of 2025. Our corporate legal team advised on a number of major transactions while also assisting clients comply with ongoing legislative changes over the quarter.
Regulatory Developments
As outlined in our Q1 2025 review, important amendments to BVI company law came into effect as of 2 January 2025, including a requirement to file beneficial ownership information through the VIRRGIN system maintained by the BVI Registry of Corporate Affairs. Originally, companies incorporated before 2 January 2025 were required to comply with the new filing requirements by 2 July 2025. However, on 30 May 2025, this deadline was extended to 1 January 2026 providing additional time to comply with the new filing requirements.
On 1 July 2025, the Government also passed an important amendment to legislation concerning access to the BVI's beneficial ownership register. In particular, beneficial ownership information will not be generally accessible by the public; rather, only those natural or legal persons who can demonstrate a "legitimate interest" will be able to request access.
A person will be considered to have a legitimate interest if he or she can demonstrate to the Registrar that (a) the purpose for requesting an inspection of the Registrar is to investigate, prevent or detect the activity of money laundering, terrorist financing or proliferation financing, (b) a legal entity to which the request relates is connected to a person who has been convicted, or is being prosecuted for money laundering, terrorist financing or proliferation financing; or (c) it is a financial or similar institution performing its own AML obligations.
A request for access must be accompanied by the name of the requestor and the reason for the request. If the Registrar considers a request to meet the access criteria, the legal entity will be notified and given the opportunity to object to their information being shared on various grounds. The legal entity then has 5 days from the date of notification to object to its beneficial ownership information being shared, which must include details of the beneficial owner and the reason for their objection, (such as a reasonable exposure to serious risks such as kidnapping or blackmail or information relating to a child). In addition, beneficial owners may apply to the Registrar for a general exemption from having their information shared on the same grounds.
Where legitimate interest access can be established and no objection is made (or is denied), the Registrar will disclose beneficial ownership information only on beneficial owners who hold, directly or indirectly, 25% or more ownership interest or control in a BVI company or limited partnership.
Full implementation of the new regime is expected to take place from 1 April 2026. We will issue a further publication setting out the precise rules of access to beneficial ownership information when the legislation for the new regime is actually adopted.
Transactions
Gold Fields (JSE, NYSE:GFI) issuance of US$1 billion of new bonds
Among the deal highlights for this quarter is Gold Fields' (JSE, NYSE:GFI) issuance of US$1 billion of new bonds. The two new bonds – a US$500 million 5-year bond with a coupon of 5.125% and a US$500 million 10-year bond with a coupon of 6.125% – raised a total of US$1 billion at an average coupon of 5.625%.
Partner Anton Goldstein and Associate Nina Goodman advised on the transaction, working alongside Linklaters in London.
Despegar (NYSE:DESP) acquisition by Prosus
Long-standing client Despegar (NYSE:DESP), Latin America's leading online travel company, was acquired by Prosus, a leading global technology company.
The transaction, which was structured as a BVI statutory merger, closed on 15 May 2025 and values Despegar at approximately US$1.7 billion. Despegar has now been delisted from the New York Stock Exchange and has become a wholly-owned subsidiary of Prosus.
Partner Anton Goldstein and Associate Jack Irwin advised on the transaction, working alongside A&O Shearman as US counsel to Despegar.
Telegram Group's upsized issuance of US$1.7 billion bonds
The team has also advised Telegram Group in connection with its upsized issuance of US$1.7 billion bonds. Telegram Group operates the popular Telegram Messenger app which, as of March 2025, had over 1 billion monthly active users.
Partner Anton Goldstein and Associate Nina Goodman advised on the transaction, working alongside Skadden, Arps, Slate, Meagher & Flom (UK) LLP. Conyers also advised Telegram Group on its issuance of US$330 million worth of bonds last year.
Incorporation Statistics
The Conyers BVI Corporate Review regularly includes the most recently available information on new BVI incorporations, total active BVI entities and registered investment funds. We hope this data provides a useful snapshot of the BVI market.
Source: Statistical Bulletin of BVI FSC.
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