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The BVI Business Companies and Limited Partnerships (Beneficial Ownership) (Amendment) Regulations, 2025 (the “Amendment Regulations”) were gazetted and came into effect on 1 July 2025. The Amendment Regulations introduced important changes and additions to the BVI Business Companies and Limited Partnerships (Beneficial Ownership) Regulations, 2024 (the “BO Regulations”) including, amongst other changes:
- providing additional categories of entities that are exempt from the requirement to file beneficial ownership information with the BVI Registrar of Corporate Affairs (the “Registrar”);
- changing the threshold for determination of a “subsidiary” in the relevant exemption from “more than 75%” to “75% or more”;
- the introduction of provisions for the imposition, effect of and withdrawal of restrictions notices;
- the introduction of criteria for legitimate interest access to beneficial ownership information together with a process to apply to the Registrar for an exemption from the disclosure of beneficial ownership information; and
- the addition of further penalty provisions in Schedule 3 to the BO Regulations.
Transitional provisions: The Amendment Regulations provide that for legal entities incorporated, registered or continued prior to 1 July, 2025, they must be in compliance with the Amendment Regulations within 6 months (by 1 January 2026). Entities that failed to make their filings by the due date will not be considered to be in good standing. However, there is a moratorium on filing fees and penalties until 31 March 2026.
In addition, applications for inspection of, or a copy of an entry in, a beneficial ownership register (BO Register) will not be accepted before 1 April 2026. Persons may apply for an exemption from disclosure of beneficial ownership information from 2 January 2026.
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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