On August 12, 2022, the British Virgin Island (BVI) government enacted the
BVI Business Companies (Amendment) Act, 2022 (the “BVI Amendment Act 2022”), which contains significant changes to the BVI companies’ regime.
Similar to the
Economic Substance Reporting requirement imposed on BVI companies in 2019, the new amendments are designed to comply with evolving international standards on transparency and the fight against financial crimes.
The new amendments take effect on January 1, 2023.
What are the key revisions of the BVI Amendment Act 2022?
Disclosure of director information
Starting from January 1, 2023, the names of directors of BVI companies will become publicly available by carrying out a company search at the BVI’s Registry of Corporate Affairs (“BVI Registry”).
Abolition of bearer shares
The BVI Amendment Act 2022 completely abolishes the bearer shares regime. By January 1, 2023, all existing bearer shares will be deemed converted to registered shares.
New requirements of financial reporting and record keeping
The BVI Amendment Act 2022 requires BVI companies to submit an annual financial return to its registered agent within nine months after the end of the fiscal year. This requirement applies to all companies other than listed companies, regulated entities, and BVI taxpayers.
New strike-off, dissolution, and restoration regime
Starting from 1 January 2023, any BVI company that gets struck off (usually for failing to pay government fees) by the BVI Registry will only have a maximum 90 days grace period to remedy the default actions and restore to normal status. After this 90-day grace period, the company will be treated as dissolved if it has not been restored. Currently, this grace period is up to seven years.