The British Virgin Islands’ (“BVI”) authorities have recently enacted a number of significant amendments to the BVI Business Companies Act, 2004. These amendments are being introduced in order to ensure the BVI’s continued compliance with international standards.
The new legislation will come into effect on 1 January 2023.
Key changes:
- Striking-off and dissolution
As from 1 January 2023, a BVI company which is struck off the Register of Companies, i.e., by failing to pay its annual fees, will be dissolved immediately upon publication of the striking off by the Registrar of Corporate Affairs (“Registrar”).
The 7-year struck off period until a company is dissolved will be abolished.
- Restoration of struck off and dissolved companies
Following the above strike-off regime, the companies that may have been struck off and dissolved under the new legislation, may be restored with an application to the Registrar within 5 years of the date of dissolution and without the need to apply to Court. All information held by the Registered Agent must be up-to-date and in compliance with various BVI regulations.
- Qualification and residency requirements for liquidators
Under the new legislation the liquidators of BVI companies must have the professional qualifications and liquidation experience to be appointed as voluntary liquidators and must have physically lived in the BVI for at least 180 days (either continuously or in aggregate) prior to their appointment.
In case of joint liquidators, at least one of the liquidators must meet the residency requirement.
The resident liquidators will be required to collect the corporate records kept and maintained by the company and will need to provide copies of all records to the company’s Registered Agent at the end of the liquidation.
- Publicly available director names
Under the new legislation, the directors’ names may be made available publicly only to registered users of the BVI online VIRRGIN system. Searches will need to be run against a company name, rather than the name of a director.
Information such as dates of birth, addresses or former directors’ names will remain private.
5. Financial records and accounts
The new legislation will require BVI companies to provide to their Registered Agent certain financial information in the form of an annual return. Listed companies, companies that file tax returns in the BVI and certain BVI regulated entities will not be required to file an annual return.
The form of return has not yet been finalised. It is expected to consist of a simple balance sheet and profit and loss statement, which will not required to be audited.
An annual return will need to be prepared for each financial year of the company and filed with the Registered Agent within 9 months following the end of the financial year to which it relates.
The Registered Agent will have an obligation to inform the Registrar if it has not received the annual return within 30 days of the due date, but will not be obliged to file the annual returns or the information therein with any BVI authority, unless specifically requested. The information to be filed with the Registered Agent will not be made public.
- Register of persons with significant control
The new legislation outlines a brief framework by which the BVI might in the future introduce a public register of persons with significant control. This is in line with the previous commitments by the BVI Government to introduce such a register by 2023. No changes in this area are expected to come into force on 1 January 2023.
How can we help you?
If you require further information or would like to discuss how the above amendments may impact your business, you can get in touch with us and we will assist you to determine what measures you should take in order to achieve compliance.