BVI accounting requirements – Amendments to the BVI Business Companies Act 2020 and the BVI Business Companies Regulations came into force on January 1st, 2023.
These amendments reflect the BVI’s commitment to comply with international standards of transparency and the fight against money laundering.
BVI accounting requirements
Directors of BVI companies
The names of directors of BVI companies will now be available upon request from the Registrar of Corporate Affairs (the Registrar) for a fee. Searches will be by company name. Only the names of current directors will be displayed.
The details of previous directors will not be available. The search will not show other information. Information on nationality, date of birth, or address will not be available.
Voluntary Liquidator
Voluntary liquidators must now be BVI residents who have lived in the BVI for not less than 180 days (six months) before their appointment. They must have the relevant qualifications and experience to liquidate a company.
The liquidator will gather the company records and send copies to the previous registered agent after the liquidation. The registered agent will keep those records for at least five (5) years from the date of receipt.
Bearer shares
The bearer share regime has now been abolished in full. Under previous legislation, bearer shares not held by an authorized custodian were disabled. Under the new legislation, there will be a transition period between January 1st,2023, and June 30th, 2023.
During this (six-month) period, any bearer shares must either be redeemed or converted to registered shares. After June 30th,2023, any bearer shares that have not been redeemed or converted to registered shares will be deemed to have been transferred to the company, which will hold the bearer share/s in trust for the owner.
The company can also redeem the bearer share upon publication of a notice in the Gazette.
Continuation out of BVI
It is now mandatory to file a notice of intention to continue the company in another jurisdiction with the Registrar, advertise in the Gazette, and notify the members and creditors of the company in writing. The notice must contain the name of the jurisdiction.
The notice of intention to continue must be filed with the Registrar no less than 14 days before proceeding.
Annual Returns
Companies will file an annual return, providing financial information, with the registered agent every year within nine (9) months of the end of the company’s financial year. The format of the return has not yet been released. The annual return will not be publicly available.
The registered agent must notify the Registrar of any company that has not provided it within thirty (30) days of the due date. Penalties for non-compliance will apply.
BVI Accounting Requirements – Struck-off/Dissolved Status
Companies struck off the BVI Registry on or after January 1st, 2022, will be automatically dissolved after ninety (90) days. The Registrar will notify a company that it has been struck off through its registered agent.
The notice will state that the company has ninety (90) days to regularize its status and bring it back into good standing. If the company remains struck off after ninety (90) days, it will be automatically dissolved.
Transitional Provisions
Under previous legislation, a company could remain struck off for up to seven (7) years before being automatically dissolved.
Companies struck off before January 1st, 2023, have six (6) months to be brought back into good standing unless the seven (7) years since their strike-off date expires earlier.
If a struck-off company does not regularize its status accordingly, it will be dissolved on the day following the end of the applicable period.
Restoration through the BVI Registrar
Before the amendments came into force, a BVI company that had been dissolved could only be restored via court order.
Under the amendments, if a company has been dissolved, it can now apply to the Registrar to be brought back into good standing within five (5) years if it meets the following conditions:
- The company was carrying on business or was in operation at the date of its striking off and dissolution,
- A registered agent has agreed to act as such for the company,
- The registered agent has made a declaration that the company’s corporate and due diligence records have been updated,
- The company has paid the requisite fee and penalties,
- If any property has vested in the Crown bona vacantia after the company was struck-off and dissolved, the company must request the Financial Secretary’s consent to the restoration.
Restoration through the BVI Courts
Under the amendments, if a company has been dissolved, it can still apply to the court to be brought back into good standing within five (5) years if it meets the following conditions:
- The company was struck off the Register and dissolved following the completion of liquidation,
- On the date of dissolution, the company was not carrying on business or in operation,
- The purpose of the restoration is to initiate, continue or discontinue legal proceedings in the name of or against the company, or to apply for a property that has vested in the Crown bona vacantia, or,
- An application cannot be made via the Registrar, and the court considers it just and fair.
Register of Persons with Significant Control
The amendments contain the framework regarding the requirement for Registered Agents of BVI companies to hold a Register of Persons with Significant Control.
Regulations, which are due to be published by the end of 2023, will list the information the register may contain and may require companies to provide this information to the Registrar in the future, as stated by the BVI government in the past.
The register may include information that is publicly accessible. The Regulations may also list exemptions and restrictions regarding access to this information.
We will update you on any further changes.
Next Steps:
Starting in mid-September, the OMC Team reached out to clients with information regarding these amendments to BVI legislation.
To avoid penalties, we recommended that BVI entities comply with the new requirements by the thirty-first (31st) of December 2022.
If you still have any questions, contact your OMC Relationship Manager. You can also email us at marketing@omcgroup.com.
