The BVI Business Companies (Amendment), Act, 2022 (“the Act”) will come into force on 1 January 2023. The Act seeks to strengthen the BVI business companies regime in order to ensure continued alignment with international standards and best practice.

Key amendments/ changes

1. Publicly available of director names

• • names of a company’s current directors will become publicly available and searchable on application to the Registrar via the BVI Financial Services Commission’s online filing platform, VIRRGIN. Only registered users of VIRRGIN will be able to make such applications.
  • but searches will need to be run against a company name, rather than the name of a director. Other information from the register of directors will remain private, such as dates of birth, residential addresses or former directors’ names.

2. Filing annual financial return with registered agents

• • a BVI company will be required to file an annual financial statement with their registered agent within 9 months of the company’s financial year to which the return relates.
  • the information to be filed with the registered agent will not be made public, nor will the registered agent be obliged to file the annual returns or the information therein with any BVI authority (unless specifically requested).
  • registered agents will be obliged to notify the Registrar of any failure by the company to file its annual return.
  • the form of return has not yet been finalized, but it is expected to consist of a simple balance sheet and profit and loss statement, which will not need to be audited.
  • non-compliance with this requirement may result to penalties of up to $5,000 and will have an impact on the company’s “good standing” status.

3. Register of persons with significant control

• • framework provisions are included in the Act to allow for registers of persons with significant control for BVI companies in the future, with further details to be set out in regulations.
  • At this time, it is important to note that no changes in this area are expected to come into force on January 1, 2023.

4. Strike-off and dissolution

• • from January 1, 2023, all newly struck-off companies will be automatically dissolved within 90 days after the date when the Registrar publishes a notice of striking off in the BVI Gazette.
  • transitional arrangements will apply to companies that are struck off (but not yet dissolved) prior to January 1, 2023. There will be a transitional period of 6 months (no later than June 30, 2023) for these companies to be restored in the Register.

5. Restoration of struck off and dissolved companies

• • a fast-track restoration process will be introduced to facilitate the restoration of companies that may have been struck off and dissolved under the new legislation.
  • companies may be restored by a simple application to the Registrar without the need for a court order, provided that such application is made within 5 years of the date of dissolution.
  • registered Agent for the restored company must declare that all information they hold is up-to-date and in compliance with various BVI regulations.
  • where a company has been dissolved while still holding assets, and those assets have thereby vested in the Crown bona vacantia, a court order would still be needed to restore a dissolved company.

6. Voluntary liquidators residency requirements

• • liquidators of BVI companies must have the requisite professional qualifications and liquidation experience to be appointed as voluntary liquidators and must have physically lived in the BVI for at least 180 days, either continuously or in aggregate, prior to their appointment.
  • where joint liquidators are appointed, at least one of them must meet the residency requirement.

How we can help

As the changes come into force on 1 January 2023, companies should review the impact of them now to identify any action needed. We will provide further general guidance on the changes being brought by the Act as its interpretation develops.

For further information, please contact Ms. Amie Cheung at amie.cheung@lccpa.com.hk