Background to the beneficial ownership updates
Recent amendments to the Business Companies Act have introduced several new requirements to align with international compliance standards. The Business Companies and Limited Partnerships (Beneficial Ownership) Regulations (the BO Regulations) aim to enhance transparency by mandating certain obligations for companies. The first of these changes is set to commence from 2 January 2025, necessitating the submission of beneficial ownership information to the Registry of Corporate Affairs (the Registry).
Since 2016, Registered Agents have been operating under an obligation to identify and maintain information on the ultimate beneficial ownership of all of their clients, but the format was not mandated. In the past the details of beneficial ownership were filed with the Registered Agent and into the BOSS system. What is new for 2025 onward is the requirement to maintain an official register, including some newly required information that must be contained therein, and to file this with the Registry via the VIRRGIN system.
This updater outlines the key details of these requirements, including compliance steps and how we, as your dedicated Registered Agent, will be supporting you through the process.
1. Compliance obligations
All Business Companies and partnerships must establish and maintain a Beneficial Ownership Register (BO Register). The submission of beneficial ownership (BO) information to the Registry must be as follows:
- New Companies: Companies incorporated on or after 2 January 2025 must provide their beneficial ownership information to the Registry within 30 days of incorporation.
- Existing Companies: Companies already in existence before 2 January 2025 must submit their beneficial ownership information during the transition period from 2 January to 30 June 2025.
Marbury recommends that companies aim to submit this information between January and March, and we will be conducting reviews and reaching out accordingly.
2. Government fees
The BO Regulations introduce new fees for all BVI companies.
- New Companies: A fee of USD125 is payable to the Registry for filing beneficial ownership information.
- Existing Companies: The first filing incurs no fee, but subsequent amendments will attract a fee.
- Changes to the filed BO Register: USD125 per filling.
3. Required details for natural persons
The BO information required for a beneficial owner who is a natural person includes:
- Full legal name as per passport or government-issued ID
- Previous names* or aliases
- Month and year of birth*
- Place of birth*
- Gender
- Occupation*
- Nationality
- Principal residential address
- Country of usual residence*
4. Required details for legal entities
For a beneficial owner that is a legal entity (such as a company), the required details include:
- Name, including any alternative names
- Incorporation number or equivalent
- Date of incorporation
- Address of principal* or Registered Office
- Country of incorporation or registration
- Legal form and governing law (Jurisdiction of registration)
- Type of register*
- Nature of interest or control over the legal entity
*Those marked with an asterisk were not previously required, or were previously required in a slightly different format.
5. Details for Legal Arrangements
The required particulars include information about the trustees.
6. Reporting changes to BO Information
When there is a change in the BO information recorded in the BO Register, the relevant company must, via the Registered Agent:
- Notify the Registry of the change within 30 days of becoming aware of it
- File the updated information with the Registry, including the effective date of the change
- Provide the Registered Agent with the supporting documents (ie new passport or utility bill)
7. Steps for compliance
- Identify all beneficial owners and controlling persons holding ten percent (10%) or more in the company.
- Collect and maintain accurate, current, and up-to-date information and documents (e.g., photographic ID, proof of address) for each identified person.
- Send the required information and documents to the Registered Agent immediately.
- The Registered Agent will promptly submit the beneficial ownership information to the Registry.
- Notify the Registered Agent of any changes in beneficial ownership immediately to ensure timely filing with the Registry within 30 days.
8. Exemptions to BO information filing requirement
Exemptions to the new BO information filing requirement exist when certain criteria are met and upon successful application to the Registrar. Broadly speaking, the exemptions are available to:
- listed companies
- investment funds recognised or registered (that is licensed) with the British Virgin Islands Financial Services Commission (BVI FSC)
- subsidiaries of entities who are themselves subject to the BO Regulations
- companies subject to specified disclosure or transparency rules
Further details are available in our comprehensive BVI Beneficial Ownership Regime update or upon request.
9. Failure to comply
Non-compliance with the BO Regulations may result in significant penalties.
Penalties:
- New Companies: Failure to file the BO Register will incur a penalty starting at USD500 per month
- Existing Companies: Failure to file the updated BO Register will incur a penalty of USD600 per month
- Failure to file changes to the BO Register after the filing due date will incur a penalty of USD500 per month up to a maximum of USD6,000
Potential offences such as the failure to establish or maintain a BO Register, or the failure of BOs to supply relevant information or knowingly or recklessly making a statement that is false may face fines of up to USD50,000. Non-compliant companies may face restrictions on their operations, including the suspension of business licences or permits. The court also has power to order companies to be struck off for persistent offending.
Next steps
For all existing BVI companies, Marbury will be in touch to ensure steps can be taken and the relevant updates made to meet the June deadline in order to take advantage of the free filing period and avoid potential penalties.
Please be ready to conduct a thorough review of your current beneficial ownership structure and provide current supporting documentation.
In the meantime, if you have any queries regarding the Beneficial Ownership regime detailed here or are unsure as to the general ongoing requirements for your BVI company, please contact your usual Marbury relationship manager or get in touch via info@marburys.com.
Other upcoming changes
While implementation dates are as yet unknown, additional upcoming changes to the corporate governance requirements for BVI Business Companies include:
- Register of Members
Requirement to file with the Registry, whereas this was previously filed with the Registered Agent and only filed with the Registry on a voluntary basis - Certificate of Good Standing (CGS)
Additional requirements to be met, such as provision of up-to-date copies of all registers, including the BOR
CGS to be valid only for a specified period
Marbury will provide more information once the implementation details are available. BVI entities are reminded of the obligation to inform the Registered Agent of any change of address of directors or members on an ongoing basis. Inaccurate or out-of-date information held on the registers may incur penalties.
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