Published 28 January 2025 and updated as at 24 March 2026.
Important changes have been made to the BVI Business Companies Act, Revised Edition 2020 (the 'Companies Act').
The changes have been made by the BVI Business Companies (Amendment) Act, 2024 (the 'Amendment Act') which came into force on 2 January 2025.
The changes made by the Amendment Act have been supplemented by:
- the BVI Business Companies and Limited Partnerships (Beneficial Ownership) Regulations, 2024 (as amended) (the 'Regulations') which also came into force on 2 January 2025; and
- guidance issued by the BVI Financial Services Commission (the 'FSC') concerning the filing of beneficial ownership information under the Regulations (the 'Guidance'), revised as of 2 January 2026.
The reason for the changes is to ensure that the BVI stays at the forefront of evolving standards established by bodies such as the Financial Action Task Force and to maintain the reputation of the BVI as a leading offshore finance centre.
While certain of the changes are refinements of existing obligations, this advisory highlights key matters which clients should be aware of.
Register of members – new filing requirements
Under the Companies Act (as amended), subject to certain exemptions, companies are now required to file their register of members on a private basis with the Registrar of Corporate Affairs (the 'Registrar'), and to file updates to the register of members on an ongoing basis.
The register of members will not be publicly available unless a company specifically opts to make it so.
Unless a company opts otherwise, the register of members will only be available to the company, its registered agent, competent authorities and law enforcement agencies.
Nominee shareholders and professional directors
Under the Companies Act (as amended), there are additional filing requirements relating to nominee shareholders and professional directors.
A nominee shareholder is a shareholder who 'exercises the associated voting rights according to the instructions of a nominator without any discretion or receives dividends on behalf of a nominator'. This will capture bare trust arrangements, but overall, the description of a nominee shareholder is fairly narrow in scope.
In respect of a nominee shareholder, the company must file with the Registrar (in addition to other information in the company's register of members):
- the name and address of the nominator;
- the date on which the nominee shareholder ceased to be a member; and
- the date on which a person ceased to be a nominator.
In terms of director information requirements, where a company appoints as a director a person who is licensed in the BVI to provide director services (or where an individual is appointed as a director and such individual works for, or represents, such a licensed entity), this information must also be filed with the Registrar.
A minor additional change in relation to the appointment of directors is a shortening of the initial period within which directors must be appointed following incorporation, which is reduced from six months to 15 days.
Beneficial ownership information
There is an important shift under the Companies Act (as amended) as to who has an obligation to collect beneficial ownership information.
Before 2 January 2025, this was an obligation of the registered agent of the company, who was required to collect beneficial ownership information and upload such information to a secure cloud-based portal.
Under the Companies Act (as amended), a company itself is now under an obligation to collect, keep and maintain adequate, accurate and up to date information on the beneficial owners of the company.
A beneficial owner includes (among others) any natural person who ultimately owns or controls 10% or more of the shares or voting rights in the company.
The Guidance clarifies the detailed particulars that must be filed with the Registrar in respect of each beneficial owner, including full legal name and any former names, date and place of birth, gender, nationality, occupation, principal residential address, usual country of residence and the nature of the beneficial interest or control exercised.
In addition, unless a company benefits from an exemption (as outlined below), a company is now under an obligation to file the beneficial ownership information with the Registrar. This filing will be made by the company's registered agent on behalf of the company. Before a registered agent makes any such filing, the registered agent is required to verify the beneficial ownership information.
Any changes to the beneficial ownership information must also be filed with the Registrar via the company's registered agent.
While beneficial ownership information will not be publicly accessible, the Regulations and Guidance now contemplate access requests by persons who can demonstrate a legitimate interest, where the information is required:
- to investigate, prevent or detect money laundering, terrorist financing or proliferation financing ('ML/TF/PF');
- by an obliged entity conducting customer due diligence under applicable ML/TF/PF legislation; or
- where the legal entity to which the request relates is connected to a person convicted of, or subject to criminal proceedings relating to, ML/TF/PF.
Each of the above being a 'Legitimate Interest'.
The Regulations introduce several new and significant obligations for all BVI companies. These include:
- a duty to take all necessary steps to identify the beneficial owners of the company (by giving notice to each of them to, among other things, confirm, correct and update beneficial ownership information); and
- a duty to maintain a record of actions taken to identify beneficial owners and obtain beneficial ownership information from them.
Exemptions concerning the filing of beneficial ownership information
There are certain exemptions from the requirement to file beneficial ownership information with the Registrar. These are outlined below.
If an exemption applies, this is only an exemption from filing and does not absolve the company from the requirement to collect, keep and maintain adequate, accurate and up to date beneficial ownership information.
Listed companies
The requirement to file beneficial ownership information with the Registrar does not apply to a listed company (being a company whose shares are listed on a recognised exchange which includes the LSE, NYSE, NASDAQ and certain other international exchanges) or a subsidiary of a listed company.
The Guidance provides that the listed company must notify the Registrar of this exemption and provide the Registrar with certain information (including the name of the recognised exchange).
Investment funds
Subject to certain conditions (as outlined below), the requirement to file beneficial ownership information does not apply to the following entities:
- a company that is a private fund, professional fund, public fund or private investment fund recognised or registered under the Securities and Investment Business Act, Revised Edition 2020 ('SIBA');
- a company that is an incubator or approved fund under the Securities and Investment Business (Incubator and Approved Funds) Regulations, Revised Edition 2020; and
- a legal entity that is the subsidiary of a fund (including a foreign fund), provided the fund collects, keeps and maintains adequate, accurate and up to date information on the beneficial owners of the legal entity and can provide that information to the Registrar within 24 hours of request.
The conditions referred to above relating to such entities are that the company's beneficial ownership information can be provided to the Registrar within 24 hours of request by:
- a person who holds a Category 6 investment business licence pursuant to SIBA;
- the company's authorised representative or another person licensed by the FSC that has a physical presence in the BVI; or
- its trustee.
The investment fund must notify the Registrar of the exemption applying to it.
In addition, under the Companies Act (as amended), where a person holds beneficial ownership information pursuant to the above conditions, the investment fund must file with the Registrar the name and address of such person.
Subsidiaries
A subsidiary of a legal entity (the 'parent entity') where the parent entity is itself subject to the Regulations will be exempt from the requirement to file beneficial ownership information.
The Guidance clarifies that this exemption will apply where the parent entity has filed beneficial ownership information under the BVI regime or is exempted from such filing.
In order for the subsidiary exemption to apply, the parent entity must hold, directly or indirectly, 75% or more of the shares or voting rights in the subsidiary.
The Guidance provides that the subsidiary must notify the Registrar of the exemption and provide the Registrar with the name and incorporation/ registration number of the parent entity.
Companies subject to equivalent international disclosure or transparency rules
The Regulations do not apply to a company which:
- is subject to disclosure and transparency rules that are contained in international standards; and
- such disclosure and transparency rules are equivalent to those contained in the Companies Act (as amended) relating to listed companies, investment funds or trustees.
Therefore, in broad terms, if a listed company, investment fund or trustee is subject to an equivalent exemption regime under foreign law, there will be an exemption from filing under BVI law.
The Guidance provides that a company wishing to claim this exemption must file an application with the Registrar and provide certain information as part of that application.
Company whose shares are held by a trustee
A company whose shares are held by a trustee that is licensed under the Banks and Trust Companies Act, Revised Edition 2020 (the 'BTCA') or a non-BVI trustee that is regulated for ML/TF/PF purposes is also exempt from filing beneficial ownership information. Instead, the company must file the name of the trustee and other details with the Registrar.
It is a condition of such exemption that the company's beneficial ownership information can be provided to the Registrar within 24 hours of request.
Access to beneficial ownership information by persons demonstrating a Legitimate Interest
In June 2025, the Government of the Virgin Islands published its Policy on Rights of Access to the Register of Beneficial Ownership for BVI Business Companies and Limited Partnerships ('Policy'), which, together with the Regulations and the Guidelines, sets out the framework under which a person may request access to beneficial ownership information on the basis of a Legitimate Interest. The Policy also makes clear that any such request must be based on credible information or objective indicators and be specific to the relevant legal entity.
Scope of Legitimate Interest access
Access is confined to beneficial ownership information relating to individuals who hold, directly or indirectly, 25% or more of the ownership interests or equivalent control in the relevant BVI business company. If access is granted, the information disclosed is limited to the beneficial owner's full legal name, month and year of birth, nationality, and the nature and extent of the beneficial interest held.
Notice of objection
Importantly, the regime includes procedural protections for beneficial owners and relevant legal entities. Where an access request is made and is considered to meet the relevant criteria, the Registrar is required to notify the relevant company through the company's registered agent. The legal entity then has five days from receipt of the notice to file a notice of objection, and if it does so, a further five days to make an application opposing disclosure.
The grounds on which disclosure may be opposed are as follows:
a) the request is not made for a proper purpose;
b) the request contains misleading or inaccurate information;
c) there is a reasonable belief that disclosure would place a beneficial owner or their family at serious risk;
d) where the information relates to a child or a person lacking legal capacity;
e) where disclosure will or is likely to raise national security issues in the BVI or elsewhere;
f) where the request is of a nature that the Registrar should consider that it is not in the public interest; or
g) other special reasons exist to warrant refusal.
If an application objecting to disclosure is rejected and the legal entity files a notice of intention to appeal within the prescribed period, that notice operates as a stay and the information will not be disclosed pending determination of the appeal.
Exemption from disclosure
There is also a separate process under which a beneficial owner may apply for an exemption from disclosure. A beneficial owner, or their legal representative, may apply to the Registrar at any time for such an exemption from 2 January 2026. The grounds broadly mirror the objection grounds referred to above, including:
a) serious personal risk,
b) the involvement of children or persons lacking legal capacity,
c) public interest considerations and
d) national security concerns.
The Registrar will generally process an exemption application within 12 business days, although this may take longer where further there is a large volume of requests or further information is required.
Practical points and timings
As a practical point, an application for exemption must be made electronically through the VIRRGIN platform, by the legal entity's registered agent or legal representative acting on behalf of the person seeking to rely on an exemption and must be supported by evidence of the existence or likely occurrence of the relevant circumstances stated above. Incomplete applications, or applications unsupported by the required evidence, may be delayed or rejected.
The Registrar will not accept an application to inspect the Register or provide a copy of an entry in the Register until 1 April 2026.
Other changes
The following other changes should also be noted:
- there is a new procedure under which certain persons may apply to court for an order to rectify the register of directors of a company;
- changes have been made to the provisions relating to the restoration of companies which have been struck off the register;
- additional certifications are now required before a company may continue or migrate to an overseas jurisdiction; and
- there are revised provisions concerning the information that must be filed in respect of foreign companies.
Other recent company legislation
BVI Business Companies (Amendment) Regulations, 2024 (the 'BCA Amendment Regulations')
The BCA Amendment Regulations have amended the BVI Business Companies Regulations, Revised Edition 2020.
The amendments include changes to the content of a certificate of good standing that may be issued by the Registrar in relation to a company, and the addition of an expiry date to the certificate.
Further assistance
Please reach out if you require assistance with a notice of objection or an exemption from disclosure, particularly ahead of 1 April 2026 when Legitimate Interest access requests may be submitted. We would also be happy to explore restructuring options for beneficial owners and legal entities where appropriate.
If you need any assistance with the legislative changes, please speak to your usual Walkers contact or one of the key contacts listed below.
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