Background
The British Virgin Islands (BVI) has introduced significant updates to its beneficial ownership regime through amendments to the BVI Business Companies and Limited Partnerships (Beneficial Ownership) Regulations 2024 (the Regulations), which came into effect on 2 January 2025. These changes reflect the jurisdiction’s ongoing commitment to international standards on corporate transparency, anti-money laundering (AML), counter-terrorism financing (CFT), and counter-proliferation financing (CPF).
The amendments respond to industry feedback and clarify exemptions, particularly for investment funds and entities held by foreign regulated trustees. They also finalise the framework for legitimate interest access to beneficial ownership information, aligning the BVI with the EU and other British Overseas Territories.
Key updates
1. Expanded exemptions
The Regulations broaden existing exemptions from filing beneficial ownership information with the BVI Registrar of Corporate Affairs. Entities now exempt include:
- Subsidiaries of funds (including foreign funds) that maintain beneficial ownership records and can provide them within 24 hours upon request.
- Subsidiaries of companies listed on recognised stock exchanges.
- Companies with over 50% ownership or voting rights held by the BVI Government or a foreign government.
- Companies whose shares are held by trustees regulated for AML/CFT/CPF purposes in jurisdictions outside the BVI.
These clarifications are particularly relevant for structures involving foreign regulated trustees and investment vehicles.
2. Legitimate interest access framework
Effective April 2026, individuals and entities demonstrating a legitimate interest may request access to beneficial ownership information via the VIRRGIN platform. Key features include:
- Disclosure limited to individuals holding 25% or more ownership or control.
- Information provided includes name, nationality, month/year of birth, and nature of interest.
- Requests must include personal details, purpose, and confirmation of use solely for AML/CFT/CPF-related investigations or due diligence.
- Registrar response time: 12 business days.
3. Safeguards for Beneficial Owners
Two critical protections are introduced:
a. Objection process
Entities will be notified of access requests and may object within five business days on grounds such as:
- Risk of discrimination, extortion, or intimidation.
- Involvement of minors or individuals lacking legal capacity.
- National security concerns.
- Public interest considerations.
Objections must be supported by evidence. If upheld, access may be refused or limited.
b. Exemption applications
Beneficial owners may apply for a general exemption from legitimate interest access at any time, citing similar grounds as above. Approved exemptions prevent disclosure of relevant information.
Implementation timeline
- 2 January 2025: Regulations effective.
- 23 June 2025: Final policy on legitimate interest access published.
- 31 December 2025: Extended deadline for entities to update beneficial ownership filings.*
- April 2026: Legitimate interest access regime becomes operational.
Marbury’s view
These developments reinforce the BVI’s balanced approach to transparency and privacy. The legitimate interest framework mirrors global trends while safeguarding vulnerable individuals. Entities should review their structures to determine exemption eligibility and ensure timely compliance with updated filing requirements.
Contact Marbury’s BVI regulatory specialists for more information
For guidance on how these changes may affect your BVI entities, or assistance with exemption applications and filings, please contact your Marbury relationship manager or email us at info@marburys.com.
*Due to the volume of year-end regulatory obligations, Marbury will be implementing an earlier internal deadline and strongly encourages clients to complete filings as soon as possible.
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