Amendments to the BVI Business Companies Act (BCA) – Effective 2 January 2025

BVI Business Companies Act (BCA) – updates effective 2 January 2025

Significant amendments to the British Virgin Islands (BVI) Business Companies Act (BCA) came into effect on 2 January 2025. These changes impact all entities operating in the BVI and introduce important regulatory updates, including compliance obligations and new filing requirements. The amendments introduce a range of measures designed to strengthen corporate governance, improve transparency, and enhance compliance within the BVI business landscape. Key Changes to the BCA:
 
1. Register of Directors (ROD) Filing Requirement
  • Companies must file an up-to-date Register of Directors with the BVI Registry.
  • Deadline for existing companies: 30 June 2025.
  • New companies have 30 days from incorporation to comply.
  • Certificate of Good Standing will not be issued unless the ROD is filed.
2. Register of Members (ROM) Filing Requirement
  • Previously, companies only needed to maintain an ROM; now they must file it with the BVI Registry.
  • Filing deadlines are the same as for the ROD.
  • Essential to include the details of any nominators: if a person holding shares in the company is acting as a nominee shareholder, the ROM must include the particulars of the person who has nominated the shareholder (i.e. the nominator).
  • A company may elect to keep its ROM private, but it must still be filed.
  • Companies with shares listed on a recognized exchange or certain funds may be exempt.
3. Beneficial Ownership (BO) Disclosure
  • Register of Beneficial Owners (ROBO) will be maintained by the BVI Registry.
  • Companies must file beneficial ownership details within 30 days of incorporation and update changes within 30 days.
  • ROBO information will be accessible for inspection by competent authorities and law enforcement agencies.
  • Public searchability applies for owners with 25% or greater interest, while 10–24% ownership details remain private.
4. New Fees and Penalties
  • Late filing penalties and administrative fines have been introduced for non-compliance.
  • Directors may be personally liable for breaches of the BCA.
There are also updates to the process by which a company can move its jurisdiction of incorporation either out of or into the BVI while maintaining its corporate identity, and regarding liquidating a BVI company.

Our firm is here to support you in meeting these new compliance obligations. We can:
✅ Assist in filing your ROD, ROM, and BO information.
✅ Provide guidance on exemptions and compliance strategies.
✅ Help manage deadlines and avoid penalties.

If you require further details or assistance, please do not hesitate to contact us.

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