In relation to the Amendments to the BVI Business Companies Act: Changes to Beneficial Ownership Regulations and the new Register of Members and Register of Directors Filing Requirements, we have compiled a list of frequently asked questions Marbury’s Comsec and Compliance Teams have encountered when assisting clients to review and update their new Register of Members (ROM) and Beneficial Ownership Registers (BOR) ahead of the 30 June 2025 deadline.
1. Is it mandatory to file the ROM if there are no changes to the members?
Yes. All entities must file a ROM as required under section 43A of the BVI Business Companies Act (as Amended) and the Transitional Provisions section 60L.
2. Will the filed ROM be publicly accessible?
No. While the ROM is filed with the Registrar and may be inspected by competent authorities, law enforcement agencies, the relevant company, and its registered agent, it will not be publicly available unless a company elects to make it accessible.
3. What is the deadline for filing the ROM?
ROMs for companies incorporated prior to 2 January 2025 must be filed by 30 June 2025. Any subsequent changes must be filed within 30 days of the change. For new companies incorporated 2 January or later, the ROM must be filed within 30 days of the company’s incorporation.
4. BOR – What is the minimum ownership percentage that triggers the requirement to file beneficial ownership information?
The threshold is 10%. Individuals holding less than 10% are not considered beneficial owners for filing purposes.
5. Will the filed BOR be publicly accessible?
No. The BOR is not a public document and can only be accessed by certain official bodies, including law enforcement agencies and competent authorities.
6. Are nil filings of beneficial ownership information permitted?
No. Beneficial owners must be identified and disclosed, including the specific percentage of ultimate beneficial ownership (UBO) held.
7. How long is historical beneficial ownership data retained?
Ownership information is removed five years after an individual ceases to be a beneficial owner.
8. What are the penalties for failing to file the ROM and BOR?
Progressive penalties apply. Refer to:
- Part II of Schedule and VIIB of Schedule 2 of the Act
- Part III of the Schedule to the Limited Partnership Act
- Part II of Schedule 1 of the Financial Services (Limited Partnership Fees) Regulations
Companies may be struck off or removed after six months of non-compliance or upon reaching the maximum penalty threshold.
9. Are ROMs and BORs required to be filed annually?
No. The registers must be filed once before the deadline. Subsequent filings are only required when changes occur, such as shareholder updates (within 30 days of the change).
10. The BOR requires UBOs to provide their occupation. Can I list any occupation?
No. Occupations must be selected from the Financial Services Commission (FSC) List of Occupations.
If you have additional questions or require further clarification about the ongoing obligations of your BVI company, please reach out to your usual Marbury Relationship Manager or info@marburys.com—we’re here to help!
We will continue to update these FAQ in light of additional client queries ahead of the 30 June 2025 deadline, so please check back periodically.
For background information see our previous articles:
Amendments to the BVI Business Companies Act: Changes to Beneficial Ownership Regulations
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