Background to the Register of Members and Register of Directors Updates
Recent legislative amendments to the Business Companies Act, effective 2 January 2025, have introduced several changes to the filing requirements and deadlines for companies within the BVI. Key updates include amendments to the Register of Members and the Register of Directors, alongside changes to the notification and filing of beneficial ownership information (previously addressed).
Notable Changes
- Filing the Register of Members with the Registrar and the associated deadlines.
- New filing requirements for the Register of Members, including the disclosure of nominee shareholders.
- New filing requirements for the Register of Directors, including the disclosure of licensed professional directors.
Register of Members (ROM)
New Companies
Each newly incorporated company must keep a Register of Members (ROM) and file a copy with the Registrar within 30 days of incorporation, continuation into the BVI, or any changes. A registry disbursement of USD50 applies to the filing of the ROM.
Existing Companies
Companies incorporated and existing before 2 January 2025 must submit their ROM to the Registrar by 30 June 2025. Initial registry disbursements for filings and penalties for late filing will apply after this date. Changes to the ROM must be filed with the Registrar within 30 days. The first filing for existing companies will not incur registry disbursements, but subsequent filings will.
The ROM must now disclose any nominee shareholders and include required particulars of those nominees. Previously, companies could elect to file their ROM with the Registrar, whereas now the filing is mandatory. However the ROM is still not publicly available and will only be accessible to:
- the Company or its registered agent
- competent authorities acting under lawful authority or for purposes under an enactment, including mutual legal assistance requests
- law enforcement agencies acting within their lawful functions.
The inclusion of notations on the ROM (e.g., to record security interests over shares) remains available.
Penalties for failure to file the initial ROM
- USD200 for the first month.
- USD250 for each month thereafter, up to two months.
- USD300 for each month thereafter, up to three months.
Penalties for failure to file changes to the existing ROM
- USD200 for each month, up to a maximum of USD2,400.
Register of Directors
New Companies
The period for appointing initial directors has been reduced to 15 days.
Existing Companies
The period for filing updates to the Register of Directors (ROD) remains 30 days from any change occurring. When a person (corporate entity or individual) licensed by the Financial Services Commission (FSC) provides professional director services, their capacity and the entity on whose behalf they are appointed must be recorded in the ROD and filed with the Registrar.
Penalties for failure to file the initial ROD
- USD300 for the first month.
- USD350 for each month thereafter, up to two months.
- USD400 for each month thereafter, up to three months.
Penalties for failure to file changes to the existing ROD
- USD300 for each month, up to a maximum of USD3,600.
All penalties are imposed subject to the Registrar’s discretion.
Implications for the Certificate of Good Standing (CGS)
To obtain a CGS, BVI companies must now have filed their Register of Directors, Register of Members, and beneficial ownership information with the Registrar. A CGS will not be issued if the Registrar has received a notification of failure to file the company’s annual return from the registered agent. A CGS now has a validity of three months from the date stated on the certificate.
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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