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On 12 August 2022, the British Virgin Islands ("BVI") Business Companies (Amendment) Act 2022 (“the Act”) was gazetted by the BVI government and will come into force on 1 January 2023 aiming to strengthen transparency and reinforce compliance with international standards.
Below are the highlights of the key changes:
Striking off and Dissolution
Subject to a 90 days’ notice to the company to regularize its status, a company that is struck off will be automatically following the publication by the Registrar of Corporate Affairs in the BVI (the "Registrar").
If it is dissolved (following striking off), the company may still apply to the Registrar or the High Court to be restored to the Register within 5 years.
Transitional arrangements will apply for companies that are struck off but not yet dissolved at the start of 2023 if they wish to be restored to the Register.
Restoration of Dissolved Companies
The Act introduces a simpler and faster procedure for companies which have been automatically dissolved under the new regime. Companies will be able to apply to the Registrar within five years of the date of dissolution if:
The company is in operation at the date of their dissolution;
A licensed registered agent has agreed to act for the company
The registered agent has confirmed that the company's records, including directors and members, is up to date and in compliance with the anti-money laundering and other regulatory obligations;
The company has paid all fees and penalties, if any; and
The Registrar is satisfied that it would be justified and reasonable for restoration
Company is required to notify the BVI Financial Secretary that the company is to be restored in case any assets of the company vested in the Crown when the company was dissolved.
Filing of Annual Returns
All companies will have to file an annual return with their registered agent under the new Amendment Act within nine (9) months of the financial year end of the company and to maintain such records for a minimum of five years.
The first return is required for the 2023 financial year, with filings expected to be made by the end of September 2024 for companies with a calendar year end. Details of the form are expected to be confirmed in the coming months but will likely to be a simple balance sheet similar to the requirement in other jurisdictions.
The requirement will not apply to listed companies, companies regulated under BVI financial services legislation, and companies that file annual tax returns in the BVI
The annual return will not be filed with the Registrar or be publicly available. However, registered agents will have an obligation to notify the Registrar if a company does not file its annual return.
Publicly Available of Director Names
A list of directors of a company will be made available on request for registered users of the BVI online VIRRGIN system upon payment of a fee. The information which will be publicly available will be limited to the name of the director.
Voluntary Liquidators Residency Requirement
Under the new Act, voluntary liquidator appointed by a company after 1 January 2023 will need to be resident in the BVI. It will be possible to appoint joint voluntary liquidators where only one must be resident in the BVI.
Voluntary liquidators appointed prior to 1 January 2023 are permitted to continue to act until the conclusion of the liquidation.
Bearer Shares Abolished
The Act will fully abolish and remove the bearer share concept from BVI law and any existing bearer shares will automatically convert into registered shares on 1 July 2023.
Charitable or Non-Commercial Activities The Amendment Act will allow for BVI companies to pursue charitable or non-commercial purposes globally. However charitable companies operating outside the BVI will be subject to increased regulatory oversight which may include the filing of audited financial accounts with the Registrar.
Register of Persons with Significant Control The Amendment Act introduces the framework for registers of persons with significant control for BVI companies in the future. No definitive timeframe for implementation of these provisions has been set and the Act does not require companies to maintain this register yet.
Should you have any further enquiries, please contact your usual representative at Aegis or email us via corporate@aegisintlgroup.com