Following recent updates to BVI business company legislation, registration requirements are shaping how companies and partnerships manage their filings. Here’s a comprehensive look at what’s changed when you register a BVI company:
The changes to the Register of Directors are minimal but important. If a regulated BVI director services provider offers professional director services, the register must now include the name and address of the individual on whose behalf these services are provided. Additionally, in cases of errors or omissions, affected parties can now apply for court rectification of the register.
BVI Business Companies must now file their register of members with the Registrar of Corporate Affairs on a private basis. Exceptions apply to listed entities and funds regulated under the Securities and Investment Business Act, which must instead file details of their exemption. The register must include names, addresses, membership dates, share details, and voting rights (unless voting rights are set out in the Memorandum & Articles). For nominee-held shares, additional information about the nominator is required. Entities incorporated before 2025 have until the deadline of 2 January 2026 to comply, with filings facilitated via registered agents. Updates to filed particulars must be submitted within 30 days of changes.
These filings are private and accessible only to registered agents and authorized authorities through the VIRRGIN system. Public filing remains an option. Importantly, existing entities can file their register without disbursement fees.
General Partners must now be registered for all Limited Partnerships (LPs). However, SIBA-licensed funds are exempt from filing their limited partner register but must still file exemption details.
Key filing requirements include:
The names of General Partners will be publicly accessible for a fee, while limited partner information will remain available only to registered agents, competent authorities, and law enforcement. Additionally, LPs must ensure their registered agent holds the latest Limited Partnership Agreement and updates it promptly for amendments.
A new central Register of Beneficial Owners for both BVI Business Companies and Limited Partnerships filing will be maintained by the Registry of Corporate Affairs.
Who needs to file?
All BVI Business Companies and Limited Partnerships, except for:
Filing Deadlines
Who must be identified?
Access: Information will be accessible to entities (via their registered agent), competent authorities, and law enforcement. For beneficial owners with a 25% or greater interest, their details can be accessible provided that the person requesting the information can demonstrate a legitimate interest for purposes relating to anti-money laundering, counter-terrorist financing or counter-proliferation financing. For more details on access to information please see our post here.
Our team is ready to help you understand the new requirements. Don't hesitate to each out if you have questions.