August 2022: New amendments for the British Virgin Islands (BVI) Corporations

In August 2022, the authorities of the British Virgin Islands (BVI) published the new amendments made to the Business Companies Act (BCA) and its regulations. These amendments enter into force as of January 1, 2023.

The amendments that update various parts of the BCA, reflect BVI's commitment to international standards and best practices regarding transparency and the anti-money laundering struggle.

The salient aspects of the amendments to the BCA, are the following:

1. List of names of directors

The register of directors will remain private, but will be available to users registered in the BVI VIRGIN online system upon payment of a fee for the investigation process and will be carried out by company name and only the names of the currently registered directors can be obtained.

2. Voluntary Liquidators

Any person appointed as a voluntary liquidator of a company must be a resident of BVI and must have at least 2 years of liquidation experience and an appropriate professional qualification or hold an insolvency practitioner license issued by the BVI Financial Services Commission.

3. Bearer shares

Companies incorporated in BVI will no longer be able to issue bearer shares and as of July 1, 2023 any company that holds bearer shares will be automatically converted into registered shares.

4. New Procedure for the Restoration of Dissolved Companies

The amendments introduce a new, simpler procedure for companies to apply for re-incorporation to the BVI Registry when they have been dissolved, in addition to the existing court procedure. Companies may submit an application to the Registry within 5 years following their dissolution.

5. Strike Off Companies

All those companies that are in strike-off status due to non-payment of the annual license and their respective surcharges will be dissolved by the BVI Registry after 90 days. The company may be restored to the BVI Registry within a period of 5 years after having been dissolved.

6. New annual financial statements

All companies must present certain financial information to their registered agent through an annual declaration up to nine months after the closing of the fiscal period. To date, the details of the declaration format have not yet been confirmed. The registered agent is required to maintain said declaration and must notify the BVI Registry of those companies that have not complied with the declaration as sanctions will be applied for non-compliance. This statement will not be made public.

7. New register of persons with significant control

The registered agent must maintain a Register of Persons with Significant Control, that is, a register of the beneficial owner of the company. It is expected that in the future this registry will become an international standard.

Arielka Zamora