Various amendments to the BVI Companies Act 2004 will come into force on 1 January 2023 in order to meet the Global Forum and FATF practice on transparency and information exchange.
Among the changes:
- Dissolution of BVI companies:
The law removes the 7-year period of suspension before a company is dissolved. Companies can be reinstated, under the current system in a period of 7 years, now deregistered companies will be dissolved with immediate effect from 1 January 2023.
- Reinstatement of dissolved companies:
By application to the Registrar within 5 years of dissolution, subject to certain conditions - a court order is required today and this will continue to apply in certain limited circumstances.
- Company director on public register:
From 1 January 2023, the names of all directors of BVI companies will be available to registered users of the BVI Financial Services Commission's online system. While companies are already required to disclose the details of their directors to the Commission, since 2016, the directors names have not been made public until now.
However, in order for the public to access this information, searches will have to be made against a company's name (rather than a director's name) and there is likely to be a charge for this search.
It should be noted that the information available will only relate to current directors and will not include dates of birth or addresses of directors and the names of former directors will not be published.
According to the law firm Harneys, this disclosure would not involve any additional measures to be taken by directors of existing companies. Indeed, the Commission will extract the directors' information from the registers in its possession. We recommend that all registers are checked to ensure their accuracy and compliance with the regulations.
- Record-keeping and accounting requirements:
In addition to their current obligations, non-tax paying BVI companies will also have to provide an annual financial statement to their registered agent within 9 months of the end of the financial year. This information will not be made public, but the agent will be obliged to inform the FSC in case of non-compliance.
- Liquidations :
As of 1 January, only persons who have been physically resident for at least 180 days may be appointed as liquidators (note the possibility of appointing a joint liquidator where at least one of them meets the condition).
The law removes the 7-year period of suspension before a company is dissolved. Companies can be reinstated, under the current system in a period of 7 years, now deregistered companies will be dissolved with immediate effect from 1 January 2023.
- Reinstatement of dissolved companies:
By application to the Registrar within 5 years of dissolution, subject to certain conditions - a court order is required today and this will continue to apply in certain limited circumstances.
- Company director on public register:
From 1 January 2023, the names of all directors of BVI companies will be available to registered users of the BVI Financial Services Commission's online system. While companies are already required to disclose the details of their directors to the Commission, since 2016, the directors names have not been made public until now.
However, in order for the public to access this information, searches will have to be made against a company's name (rather than a director's name) and there is likely to be a charge for this search.
It should be noted that the information available will only relate to current directors and will not include dates of birth or addresses of directors and the names of former directors will not be published.
According to the law firm Harneys, this disclosure would not involve any additional measures to be taken by directors of existing companies. Indeed, the Commission will extract the directors' information from the registers in its possession. We recommend that all registers are checked to ensure their accuracy and compliance with the regulations.
- Record-keeping and accounting requirements:
In addition to their current obligations, non-tax paying BVI companies will also have to provide an annual financial statement to their registered agent within 9 months of the end of the financial year. This information will not be made public, but the agent will be obliged to inform the FSC in case of non-compliance.
- Liquidations :
As of 1 January, only persons who have been physically resident for at least 180 days may be appointed as liquidators (note the possibility of appointing a joint liquidator where at least one of them meets the condition).
It should also be noted that the law provides for a framework which could foresee the introduction of a public register of persons with significant control.
By the end of 2022, all BVI companies should be prepared to comply with the legislation.
Please also note that the Government of the BVI has passed legislation which amends the fees applicable to BVI Business Companies, including the annual government fee. The new fees will take effect from 1 January 2023. Government fees of annual renewal for a company either not authorized to issue shares or authorized to issue no more than 50,000 shares are increased from USD450 to USD550. Eees for a private trust company either not authorized to issue shares or authorized to issue no more than 50,000 shares are increased from USD1,350 to $1,500. For details of further fee increased please contact us.