Important updates to British Virgin Islands (BVI) legislation

The British Virgin Islands (BVI) Companies Act and the BVI Companies Regulations have been updated with important changes. The amendments are effective as of January 1, 2023, for companies included in this jurisdiction.

The main amendments to the Commercial Companies Law were:

  • Abolition of Bearer Shares: The bearer share system was completely abolished. Until July 1, 2023, all current bearer shares that have not been redeemed or converted into registered shares will be classified as converted into registered shares.

  • Dissolution and extinction of companies: A company will be considered terminated on the date the Registrar publishes a notice of cancellation in the Official Gazette, the deadline for the defaulting company to settle will be up to 90 days. The period for the company that was extinct and dissolved to apply for restoration before the Registrar or the Superior Court was also changed, the period changed from seven to five years.

  • Mandatory waiver under AML/CFT laws: The Registered Agent will be required to relinquish its Agent role if its business relationship with the Company is terminated pursuant to laws relating to money laundering or financing of terrorist practices.

  • Financial reporting for BVI: It is mandatory to present an annual declaration, which must be delivered within nine months after the end of the year. If the report is not delivered, it will be characterized as an infraction and may result in a fine.

  • Expansion of the regime for the constitution of BCs: The regime for the constitution of BCs that intend to carry out commercial and philanthropic or non-commercial activities was expanded. Institutions that intend to carry out these activities must now submit an application to the registrar for approval.

  • Disclosure of the names of the directors of the companies: Next year, the BVI Financial Services Commission will make available for inspection by Registered Agents the names of directors of companies incorporated in the jurisdiction. You will need to pay a fee for access. The search takes place through a database of companies.
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BVI Business Company Regulations

In the Regulation, changes included reducing the simplification of references from seven to five years. The amendments also highlighted the qualities required for a person to be appointed as a voluntary liquidator.

Information is available at: https://www.bvifsc.vg/news/industry-updates/industry-circular-no-5-2022-legislative-updates


Written by Marcos Ferreira, Content Assistant at Drummond Advisors