The BVI government has made several legislative changes recently, including a new company legislation introduced by the BVI Business Companies (Amendment) Acts and enhancement to the BVI's Anti-Money Laundering Code of Practice and Regulations which affects the Eligible Introducer Regime.
The Amendment Acts and Director Filings
The BVI Business Companies (Amendment) Act, 2015 (the "Amendment Act"), which includes new requirements for the filing of director information with the BVI Registry, among other changes, was published on 31 December 2015. The Amendment Act came into force on 15 January 2016, but sections 27 and 28 (relating to the provisions on the Registers of Directors) will come into force on 1 April 2016.
On 29 January 2016, the BVI Business Companies (Amendment) Act, 2016 (the "2016 Amendment Act"), was passed into law, retroactive to 15 January 2016. The changes include longer periods for filing director information, less categories of information to be provided for each individual director, and a change to the penalty system, and should be seen as a positive development.
From 1 April 2016, for new incorporations, the Register of Directors would need to be filed within 21 days after the first directors have been appointed. Thereafter, any changes to the Register are to be recorded within 30 days. Penalties will be levied by the Registry for failure to comply with these filing requirements. For existing companies, there is a 12-month transitional period, from 1 April 2016 until 31 March 2017 to comply with the requirement.
The following items of information will be required for each individual director of a BVI company:
- Former name;
- Date and place of birth;
- Service address (if different); and
Other changes included in the Amendment Acts:
Listed Companies: Express statutory recognition of share transfers through stock exchange clearing systems and greater flexibility in relation to the form and contents of its share register.
Bonus Shares: Bonus Shares are deemed fully paid on issue.
Surrender of Shares: Companies are empowered to accept a surrender of shares for no consideration.
Instructions to Registered Agent: Registered Agent must act upon a valid resolution of the board of directors of a company.
Register of Charges: A company is required to update its private register of charges within 14 days of any change.
Disclosure of ultimate beneficial ownership for new and existing companies
From 1 January 2016, professional intermediary (PI) clients incorporating a new BVI company will need to disclose ultimate beneficial ownership to the company's registered agent, e.g. OIL.
PI clients will need to provide the following for each ultimate beneficial owner, along with information on the intended activities of the company:
- Date of birth;
- Residential address; and
The changes also apply to existing BVI companies, although there is a 12-month transitional period. This means that PI clients will have until 31 December 2016 to submit the information for existing companies.
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.