News

On 12 August, 2022, BVI Business Companies (Amendment) Act 2022 and BVI Business Companies (Amendment) Regulations, 2022 (“the New Acts”) were enacted and published in the BVI Official Gazette and will come into effect on 1 January 2023.

There are numbers of significant amendments being enacted to the current BVI company legislations and introduced in order to ensure its compliance is alignment with international standards.

WHAT ARE THE MAJOR CHANGES

End of Struck off Regime

7-year period of being struck off status has been abolished under the New Acts. Companies who fall on struck off status will be automatically dissolved upon publication of struck off notice by the Registrar from 1 January 2023. The New Acts provides transitional provisions to companies on struck off status prior 1 January 2023. Notwithstanding we encourage our clients to take appropriate remedial action immediately to restore companies with that status back into good standing as soon as possible.

Restoration of Dissolved Companies

Struck off and dissolved companies under the New Acts may apply for restoration in the approved form within 5 years of the date of dissolution without the need to apply to the Court. However, the Registered Agent of the companies that are to be restored has to declare that all information/documents kept by them are up-to date and compliant with the BVI Regulations. It is also required to notify the Crown whether any properties of the companies have vested in the Crown bona vacantia.

List of Directors Available to Public

Under the New Acts, only names of current directors of companies will be available for public upon request by making application to the Registrar through the registered users of VIRRGIN system. Other information such as nationality, date of birth and addresses will remain private.

New Qualification and Residency Requirements for Voluntary Liquidator of Solvent Companies

Under the New Acts, voluntary liquidators of a solvent company can only be appointed with requisite professional qualifications and liquidation experiences. They are also required to be present on the BVI territory at least 180 days, either continuously or aggregated, prior to the appointment. This is to facilitate the collection and retention of liquidation records within the BVI territory.

For any companies where joint liquidators are appointed, at least one of the liquidators must meet the residency requirement.

KEYWAY will be able and is happy to provide the qualified and BVI resident voluntary liquidator services to our clients.

Annual Financial Returns Filing Requirement

BVI companies will require to provide their registered agents certain information in the form of an annual return. The Annual return will need to be prepared for each financial year and filed with the registered agent within 9 months of the financial year end date of the company to which it relates.

Registered Agents are obligated to report to the FSC within 30 days after the failure to receive such annual return in due time. Certificate of Good Standings won’t be released/secured when a company fails to submit to the Registered Agent with its financial annual return. Failure to file an annual return could also lead to a penalty fine of up to US$5,000.

It is important to note that for the time being annual returns won’t be accessible to the public and required to be filed with BVI Authorities unless special request is received by the Registered Agent.

Please also note that the form of annual return has not yet been finalised, but it is expected to consist of a simple balance sheet and profit and loss statement, which will not need to be audited.

Exemptions for filing an annual return apply to listed companies and companies which file tax returns in the BVI and certain BVI regulated entities

Introduction Of Register o Persons with Significant Control

The New Acts introduces legal framework in reference of record and transmission to the Registrar of information related to persons who have a significant control in BVI companies whenever the decision is made for such regulations to be prepared specifying the requirements for the format of such registers – and also provides that the regulations may contain exemptions or restrict access to certain persons’ data.

However, the changes introduced in these amendments do not currently impose the register and no public register of “persons with significant control’ will be introduced with effect from 1 January 2023.

Bearer Shares Concept has been Abolished

Bearer shares concept has been abolished and removed from the New Acts. Bearer shares cannot be issued and the existing bearer shares in issued are required to be redeemed or converted to registered shares.

Resignation of Registered Agent

The period of notice of resignation required to be given by a registered agent has been reduced from 90 days to 60 days. A registered agent will also no longer be required to resign (or give notice of resignation) if a company is dissolved or where the registered agent is acting for a foreign company which is removed from the Register of Foreign Companies.

Register of members to include voting rights

A company’s register of members will need to include the nature of any voting rights, unless such information is already included in the company’s memorandum or articles of association.

Please stay tuned for our subsequent communications in relation to further details and information of the New Acts.

Should you have further queries, please reach out your usual KEYWAY contact.

Files:

Act No.6 of 2022 BVI Business Companies Amendment Act-2022

SI No.73 of 2022 BVI Business Companies Amendment Regulations 2022