The BVI Business Companies (Amendment) Act 2022 (âBCA Amendment Actâ) and the associated BVI Business Companies (Amendment) Regulations, 2022 (âBCA Regulations Amendmentâ) came into force on 1st January 2023.
The purpose of these amendments is to meet international standards on transparency and to enhance the reputation of the BVI by combating financial crimes.
Striking-off and Dissolution
BVI companies may be struck off the Companies Register for various reasons, with the most common being:
Failure to pay annual fees
Failure to appoint or retain a Registered Agent
Restoration of Struck-off Companies
The BCA Amendment Act abolishes the seven-year strike-off period, meaning companies will be dissolved almost immediately (after a 90-day notice by the Companies Registry). This change took effect on 1st January 2023.
Restoration of Dissolved Companies
The BCA Amendment Act simplifies the process for restoring dissolved companies. Applications can be made to the Registry within five (5) years from the date of dissolution, without the need for a court order.
However, certain conditions apply:
A Registered Agent must agree to act and confirm that the companyâs records comply with anti-money laundering obligations
The company must have been operational prior to its dissolution
A court order is still required in cases where:
The company was not operational at the time of dissolution
The company was struck off and dissolved following liquidation
Restoration is sought to initiate or continue legal proceedings in the companyâs name
An application is made to recover property that vested in the Crown as bona vacantia
Any other circumstance deemed necessary by the court
Once restored, the company is deemed to have never been struck off or dissolved.
Restoration of Companies Struck-off and Dissolved as of 1 January 2023:
Companies that were struck off before 1st January 2023 have until 30th June 2023 to apply for restoration. If they are not restored by this date, they will be dissolved
Companies that were dissolved before 1st January 2023 have until 1st January 2028 to apply for restoration unless the previously applicable 10-year period ends earlier
Voluntary Liquidations of Solvent Companies
The amendments introduce a residency requirement for individuals appointed as liquidators of solvent BVI companies. To qualify, an individual must have physically resided in the BVI for at least 180 days, either continuously or in aggregate, prior to appointment. Joint liquidators can be appointed, with only one needing to meet the residency requirement.
Liquidators must also have at least two years' experience in liquidation, professional competence, and either an appropriate qualification or an insolvency practitionerâs licence from the BVI Financial Services Commission (FSC).
Financial Records and Accounts
In addition to existing record-keeping obligations, BVI companies are required to submit an annual financial return to their Registered Agent within nine months of the end of their financial year, starting from 1st January 2023. Registered Agents must notify the FSC if they do not receive the return within 30 days of the due date. Non-compliance may result in penalties of up to $5,000 and affect the companyâs "good standing" status. The information will not be publicly available.
Abolition of Bearer Shares
The BCA Amendment Act abolishes bearer shares. Any existing bearer shares will automatically convert to registered shares on 1st July 2023 unless they are redeemed or converted beforehand.
Charitable and Non-commercial Companies
The BCA Amendment Act confirms that BVI companies can be used for charitable or non-commercial purposes globally, although entities operating outside of the BVI will be subject to increased financial oversight.
Redomiciliation out of the BVI
To allow for appropriate notice for those who may object, companies intending to redomicile outside the BVI must publish a notice at least 14 days before filing with the Registrar. The notice must be published in the official BVI gazette and on the companyâs website, and all members and creditors must be notified in writing.
Publicly Available Register of Directors
The FSC will make the names of BVI company directors available to registered users of the online âVIRRGINâ system for an additional fee. However, full registers, including details such as dates of birth and addresses, will not be made public.
Register of Members to Include Voting Rights
BVI companiesâ registers of members must include information about voting rights, unless this is already specified in the companyâs Memorandum and Articles of Association.
Register of Persons with Significant Control | Future Development
The BCA Amendment Act introduces plans for a public register of persons with significant control, although this has not been implemented as of 1st January 2023.
How Our Firm Can Assist
For more information on how these developments may impact your business, please contact us at info@pelaghiaslaw.com.
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