Applications for Norwich Pharmacal relief have long been a cornerstone of the BVI asset tracing and fraud litigation toolbox. This equitable remedy allows a claimant to obtain otherwise confidential information from a third party, often a registered agent, where:
- a wrong has been committed or is arguably being committed,
- the third party is mixed up in or has facilitated the wrongdoing (even unknowingly); and
- the disclosure sought is necessary to identify the wrongdoer, trace assets, or understand the nature and extent of the misconduct.
In the BVI, one of the world's leading offshore incorporation jurisdictions, Norwich Pharmacal orders have become essential tools in unveiling the ultimate beneficial owners (UBOs) behind corporate structures. These orders have become an essential means of identifying UBOs behind BVI companies and play a vital role in bridging the information gap in complex fraud and asset recovery matters.
While there have been persistent calls for public registers of beneficial ownership, the BVI has traditionally prioritised confidentiality as a feature—not a bug—of its incorporation product. There are legitimate commercial reasons for maintaining corporate privacy, such as protecting sensitive transactions or high-net-worth individuals seeking discretion. But this same privacy can be abused by bad actors.
In fraud and asset tracing matters, identifying the individuals behind a BVI company implicated in wrongdoing is often a critical first step. Following recent legislative reforms, applicants for Norwich Pharmacal relief may now, in theory, have access to more extensive beneficial ownership information, and in certain limited circumstances, that information may even be obtainable through a non-judicial route.
The New Beneficial Ownership Regime
On 4 December 2024 the BVI passed the BVI Business Companies and Limited Partnerships (Beneficial Ownership) Regulations 2024 (the BO Regulations). Those regulations were recently amended on 1 July 2025. The BO Regulations and the changes introduced by the 2025 Regulation represent a material shift in the availability and accessibility of ownership information.
Key changes include:
Broadening the definition of beneficial owner with the result that
1. In the case of a legal person other than a company whose securities are listed on a recognised exchange a natural person
- who hold 10% of shares, voting rights, capital, or profits. The lowering of the UBO threshold from 25% to 10% means that in theory more individuals will now fall within the definition of a UBO.
- hold, directly or indirectly the right to appoint or remove a majority of the directors of the board of the legal person; or
- otherwise exercises control over the management of the legal person
2. Where a trustee is involved in the ownership structure of a legal entity, the trustee is considered a beneficial owner (BO) of that entity. However, it is also necessary to consider other parties connected to the trust for which the trustee acts. The following individuals are deemed to be beneficial owners of the trust and, where relevant, are also regarded as BOs of the legal entity:
- the settlor;
- the protector, if any;
- beneficiaries or any class of beneficiaries with a vested interest prior to or at the time of distribution; and
- any other natural person exercising ultimate effective control over the trust.
Where a corporate trustee forms part of a legal entity's ownership structure, the beneficial owners of the corporate trustee are treated as the beneficial owners of the legal entity itself.
3. There are also enhanced definitions relating to limited partnerships.
Stricter disclosure obligations: Companies must maintain beneficial ownership information that is adequate, accurate, and up to date.
More granular data is now likely to be available from registered agents, strengthening the position of those investigating fraud or tracing assets.
Practical Implications for Norwich Pharmacal Applications
There are three key practical implications for changes to the beneficial ownership regime for applications for Norwich Pharmacal relief.
First, there will likely be more robust evidence available which will make it easier to show the entity holds information relevant to identifying a wrongdoer.
Second, greater temporal scope because of the ability to seek past beneficial ownership data, which is plainly helpful in fraud or asset-tracing cases.
Third, while this remains to be seen, with strengthened statutory obligations, registered agents may be less likely to vigorously oppose disclosure applications, especially where wrongdoing is clearly alleged.
A Parallel Access Route: Legitimate Interest Requests
In addition to Norwich Pharmacal relief, the 2025 amendments introduced a non-judicial route to obtain beneficial ownership information via a Legitimate Interest Request made to the Registrar. Access may be granted where:
- The request relates to investigations involving money laundering, terrorist financing, or proliferation financing,
- The BVI entity is linked to a person convicted or charged with such offences, or
- The requester is a regulated or "obliged" entity conducting due diligence.
This process offers a new route to information and may, in time, become a precondition to seeking court-ordered relief, with the BVI courts potentially requiring parties to first exhaust this regulatory route.
A Delicate Balance
These reforms by the BVI Government reflect a nuanced compromise of calls for unbridled transparency: preserving the legitimate value of corporate privacy while ensuring that that same privacy is not exploited by bad actors. For fraud and asset tracing practitioners, the new regime offers access to potentially more information and a new non-judicial tool, albeit in limited circumstances which must be navigated strategically.
In this new age of deliberate and measured transparency, the Norwich Pharmacal remedy remains highly relevant, but it now sits within a broader framework that enhances both access and accountability.
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.
