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The British Virgin Islands (BVI) enacted the BVI Business Companies (Amendment) Act, 2022 and the BVI Business Companies (amendment) Regulations, 2022 come into force on 1 January, 2023. The new amendments are intended to strengthen the BVI business companies' regime and ensure continued compliance with international standards and emerging global standards in financial services. We would like to highlight the key changes from these amendments:
1. Director's Name Made Available To The Public The Registrar will make available, upon request, a list of directors contained in a company's register of directors filed with the Registrar.
Only the name of the existing director (not the past), not passport nor address will be available for the public upon search by fit and proper i.e. BVI law firm or licensed registered agent. Search cannot be conducted under an individual's name but by BVI company name. The search will be at US$75/search chargeable by the Registry.
2. Changes To The Register of Members A company's register of members will need to include the nature of voting right.
As of the moment, no details about voting right disclosure is documented.
3. Public Register Of Beneficial Ownership Provisions for a framework concerning a public register of beneficial owner have been enacted. However, it is only a framework for the time being. Details on how will it be implemented have not yet finalized.
Rationale behind this amendment is an commitment of BVI government to demonstrate to EU that BVI as a more competitive jurisdiction as an offshore center as compared to other jurisdiction like Cayman Islands which implemented similar BO provision.
4. Prohibition Against Bearer Shares The concept of a bearer share will be removed from BVI business companies legislation. Companies will no longer be permitted to issue bearer shares, convert registered shares to bearer shares or exchange registered shares for bearer shares. Existing bearer shares will automatically be converted to registered shares on 1 July 2023. In contravention, penalty of not more than US$50,000 shall be applied.
5. Annual Return - Obligation is to file a financial return with the registered agent. - Must contain such information and be in such forms as may be prescribed. - Must be filed within 9 months after the end of the year to which it relates. - Must be retained by the registered agent for a period of at least 5 years from the date it ceases to act as such. - Registered agent must notify the registrar within 30 days of the annual return being due if the company fail to file the return. - There are various penalties for non-compliance. Penalties include the BVI company will not be in good standing.
(The financial return does not need audit and is not available for public inspection)
There is no standard format for a financial return as of the moment.
Exception: if the BVI company is a listed company or the BVI company is part of a larger corporate structure with consolidated accounts.
6. Continuation outside of the BVI
Where a company intends to continue as a company incorporated under the laws of a jurisdiction outside the BVI, it shall:
- At least 14 days before making the filing with the Resigry specified below:
- file with the Registrar a notice of such intention in the approved form.
7. Solvent liquidator Means a liquidator who is a resident in the Virgin Islands and appointed under section 199 or an Insolvency Act liquidator and any reference to "liquidator" shall be construed in that context.
A liquidator is considered to be resident in the Virgin Islands if, prior to his or her appointment as voluntary liquidator he or she has been living physically in the Virgin Islands for a period of not less than 180 days whether continuously or in aggregate.
However, only one resident liquidator is needed for a joint-liquidator.
8. Resignation of Registered Agent A person required or wishing to resign as the registered agent of a company shall give not less than 60 days written notice of his intention to resign as registered agent of the company…
If a company does not change its registered agent in accordance with section 92 on or before the dated specified in the notice: - the Registrar may, unless the registered agent had prior to the date specified in the notice rescinded the notice in accordance with subsection (6), strike the name of the company off the Register in accordance with section 213(1)(a)(i); and - the registered agent shall be deemed to have resigned as registered agent of the company on the expiry of the date specified in the notice.
Whatsapp : (852) 6499 4686 Phone : (852) 2186 6936 Email : info@intershores.hk
Disclaimer: Whilst reasonable care has been taken in provision of information above, it does not constitute legal or other professional advice. INTERSHORES does not accept any responsibility, legal or otherwise, for any error omission and accepts no responsibility for any financial or other loss or damage that may result from its use. In particular, readers are advised to take appropriate professional advice before committing themselves to any involvement in jurisdictions, vehicles or practice. |
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