Registration of Directors RegistersAmendments:Centralized register of DirectorsUnder the amended BVI Business Companies Act, every BVI company is required to file a copy of its register of directors with the BVI Registrar of Corporate Affairs (the Registrar). Any subsequent changes in the composition of the company's board of directors must be notified within 21 days by filing a revised copy of the register with the Registrar. A company incorporated after the commencement of the Amending Act is required to file a copy of its register of directors within 14 days of the appointment of the company's first directors. BVI companies existing before the commencement of the Amending Act will have to comply with this new requirement until 31 March 2017.However, it is important to note that the new filing requirement for director registers is a private filing only and not a public one. It is made clear by the provisions of the Amending Act that copies of registers of director filed with the Registrar will not be publicly available and shall not be disclosed to any person unless the company elects otherwise. However, this is subject to the proviso that the Registrar may disclose copies to competent regulatory authorities acting in exercise of their powers or statutory responsibilities.The new provisions relating to the register of directors will come into force on 1 April 2016.A reference to a copy of a company’s register of directors relates only to the directors of thecompany as of the date of filing of the copy of Directors Register;Content of the RegisterFor individuals:i) full name;ii) each former name, if any, unless the former name was changed by deed poll or otherlegal means or disused for more than 10 years;iii) date of appointment as director or nomination as reserve director;iv) date of cessation as director or reserve director;v) address for the service of documents;vi) usual residential address, unless that address is the same as the individual’s address forthe service of documents;vii) date of birth;viii) nationality and, if more than one nationality is held, all nationalities;ix) occupationFor Corporate entities:i) corporate name;ii) corporate or registration number, if any;iii) registered office or principal office;iv) address, but if the corporate director is incorporated or registered in the Virgin Islands, its corporate or registration number only;v) place of incorporation or registration and date of such incorporation or registration.Filling FeeIt is worth noting that the Government fee for filing the initial details of directors, and for filing any changes, is US$50 for each filing.For existing companies the following fees for filing the register of directors currently apply:(a) for registration on or before 30 September 2016 – US$0(b) for registration on or before 31 March 2017 – US$25© for registration after 31 March 2017 – US$50From now on annual invoices for existing portfolio will include usual registered office and agent fee, the annual license fee and the register of directors filing fee. Your Corporate Administrator will advise you on the new fees accordingly.For new companies Incorporation invoices will also include the register of directors filling fee.It should be noted that in case APOLLO provides directorship service for a company there will be a deposit fee charged which will be used in case the company is abandoned by the client in order to terminate appointment of the director and reflect the same in the centralized register.Sanctions:Where a company fails to comply with section 118B, the following penalties shall apply –“(a) for failure to file a copy of a register of directors within the specified period, the penaltypayable shall be $100;(b) for failure by an existing company to file for registration by the Registrar a copy of theexisting company’s register of directors on or before 31st March, 2017 , the penalty shall be$100;© where an existing company has been granted an extension to file a copy of its register ofdirectors and it fails to do so, the penalty shall be $100; and(d) for each day that a company or an existing company fails to file a copy of its register ofdirectors after the deadline for doing so, a penalty of $25 shall apply for each day that the failurecontinues and this penalty shall be in addition to the penalty prescribed in paragraph (a), (b) or©, as the case may be.”Actions:On registration:The following documents are to be submitted on time of placing the order for incorporation:• the consents of directors• the register of shareholders• the register of directorsOn any changes:• You should send to us
Updated register of directorso Consent of new directorsFinancial RecordsAmendments:The Amending Act replicates and expands upon provisions currently contained in the 2004 Act and the Mutual Legal Assistance (Tax Matters) Act, 2003. A company shall
a) keep at the office of its registered agent or at such other places, within or outside the BVI, as determined by the directors, the records and underlying documentation of the company;(b) retain the records and underlying documentation for at least 5 years from the datei) ofcompletion of the transaction to which the records and underlying documentation relate; or(ii) the company terminates the business relationship to which the records and underlyingdocumentation relate; and© provide the registered agent without delay any records and underlying documentation in respect of the company that is requested by the registered agent in accordance with the Amending Act.The records and underlying documentation shall be in such form as are sufficient to show and explain the company’s transactions, and will, at any time, enable the financial position of the company to be determined with reasonable accuracy.Where the records and underlying documentation are kept other than at the registered agent’s address, the company shall provide the registered agent with a written record of :• the physical address of the place at which the records and underlying documentationare kept;• record the name of the person who maintains and controls the company’s records and underlying documentation.Where this information changes, the company shall, within 14 day of the change, provide its registered agent with the physical address of the new location of the records and underlying documentation; and the name of the new person who maintains and controls the company’s records and underlying documentation.Whenever required by the BVI FSC or other competent BVI authority duly empowered by law, the registered agent shall request from the company, records and underlying documentation in respect of the company.For the purposes of these provisions “records and underlying documentation” includes accounts and records (such as invoices, contracts and similar documents) in relation toi) all sums of money received and expended by the company and the matters in respect of which the receiptand expenditure takes place; (ii) all sales and purchases of goods by the company; and (iii) theassets and liabilities of the company.Sanctions:A person who contravenes this section commits an offence and is liable on summary conviction to a fine of $50,000.Actions:The company shall pass resolution to appoint a person who will keep and maintain accounting records. As a standard for newly registered companies we included the relevant clause in the first Resolution of Directors.For existing companies we will be sending you the draft of the resolution on renewal of the company.It should be noted that the company may not be renewed unless the copy of the resolution is provided.Due Diligence informationAmendmentsThe AML legislation has been amended to strengthen the requirements on who a registered agent in the BVI can place reliance on. From now on the information on Beneficial owners must be provided to the Registered Agent on time of incorporation. At the same time the law now provides for time limit (48 hours) when all documentation must be provided by the relied on introducer to the registered agent whenever requested by the Registered Agent.Beneficial Owner and Company recordsEach company shall submit to Registered Agent before 31 December 2016 the information about beneficial owner and company’s activities as per enclosed Customer Business Profile template and include:• Nature of business• Geography of business• Source of funds• Information on any structure in which the company is participating• Data on beneficial ownerThe records are to be kept for 5 years from the last transaction with the company.FeesTo meet this increased effort on compliance issues a compliance fee is being introduced which will be invoiced on annual basis. Your Corporate Administrator will advise you on the new fees accordingly.SanctionsUp to 50,000 for not keeping above information. Applicable to BVI Registered Agent.Actions1) Each company shall fill information in the Customer Business Profile and send it to us.2) Please note that in case if Customer Business Profile is not submitted yet and the Companywished to be voluntary dissolved, transferred out or continued to another jurisdiction, theCustomer Business Profile has to be provided before the said actions will be undertaken.3) To provide KYC documents4) To report to us any change in the beneficial ownership on time without delayOther details of the amendments:Restorations Where a company has been struck off but not dissolved, the period of time that the company can be restored by the company, creditor, member or liquidator is reduced from 10 years to 7. Listed companies: Express statutory recognition of share transfers through stock exchange clearing systems and greater flexibility as regards the form and contents of the shareholders register for listed companies.Deeds: The Amending Act states that a BVI law governed deed or document under seal will be considered validly executed by a foreign company if executed in the manner permitted where the foreign company is incorporated. The Amending Act also provides clarification in relation to BVI law governed deeds and other documents by confirming that the document will still be validly executed if a pre-signed signature page is attached to the document at the completion of a transaction.Non-cash consideration for shares: Prior to the Amending Act, the 2004 Act required directors, before issuing shares for non-cash consideration, to pass a resolution stating: (i) the amount to be credited for the issue of shares; (ii) their determination of the reasonable present cash value of the non-cash consideration for the issue; and (iii) that, in their opinion, the present cash value of the non-cash consideration is not less than the amount to be credited for the issue of shares. The Amending Act removes requirement (ii).Arbitration regarding the articles: The articles of a company may provide for any dispute involving the company and its shareholders or between its shareholders to be settled by arbitration in the BVI.Bonus shares: A change to ensure that bonus shares are automatically deemed fully paid on issue. Surrender of shares: Provisions expressly permitting the surrender to the company and cancellation of shares for no consideration.Shareholders’ meetings: An express power for the court to order a shareholders’ meeting to be held, where shareholders requisition a meeting but the directors fail to convene it.Instructions to registered agents: An express requirement for registered agents to follow any instructions contained in a directors’ resolution.Continuation in BVI: The existing practice of the registrar in relation to relying on a certificate signed by a director of a foreign company confirming that it complies with the BVI statutory requirements in relation to good standing will be codified, except that an approved form for such certificates will be required and the certificate will have to be notarised or otherwise duly legalized.Continuations out of the BVI: Before continuing out, companies are required to:• release any charges registered against them in the public register of registered charges;• confirm that they have obtained the consent of the chargee for the continuation; or• satisfy the registrar that the security interest will not be compromised.If a company is subject to a contractual restriction on continuing out under a registered security document, then it may not continue out at all. Companies are be required to file notice of continuance with the BVI Registry.Liquidations: A provision expressly allowing the shareholders’ voluntary liquidation of a company with a secured creditor provided the claim and priority of the secured creditor are given effect.Register of charges: A company is required to update its private register of charges (ie, not the public register of registered charges) within 14 days of any change. Previously, there was no time limit./monthly_2016_02/britishvirginisland_company_formation.png.9a7c2d473965407a9eaf46b90f1e8f38.png
