Revisions to the BVI Business Companies (Amendment) Act Effective January 1, 2023
The BVI Business Companies (Amendment) Act 2022 (“BCA Amendment Act“) which amends the BVI Companies Act, as amended (the “ACC”) was published in the Official Gazette on August 12, 2022 and comes into force on January 1, 2023. The BCA Amendment Act aims to strengthen the commercial companies regime of BVIs to ensure continued alignment with international standards in financial services.
The BCA Amendment Act will mainly update the framework for delisted companies, the abolition of bearer shares, record keeping measures and BVI residency requirements for voluntary liquidators.
The main changes that are to come into force on January 1, 2023 are as follows:
- Write off and dissolution – streamlining the existing rules relating to deregistered companies and the restoration of companies, the regime for deregistering companies will be amended so that a company will be automatically dissolved following the publication of the notice of deregistration by the Registrar (subject to a period of 90 days’ notice to the company to regularize its situation). In the event of dissolution (following deregistration), the company may request the Registrar or the Tribunal de Grande Instance within five years (instead of the current seven years) to be re-registered in the Register (under certain conditions). Transitional rules will apply to companies that will be deregistered on the date of entry into force of the law amending the BCA law.
- Filing of the annual return with registered agents – companies will be required to file an annual financial statement with their registered agent within nine months of the end of the year to which the statement relates. Registered agents will be required to notify the Registrar of any failure of the company to file its annual return. The details and form of such a filing are yet to be confirmed, but we expect a simple balance sheet will be required, similar to requirements in other jurisdictions.
- Register of administrators – in accordance with other jurisdictions, a list of the names of the current directors of a company will be made available on request from the Registrar and on payment of a fee.
- Pursuit outside the BVI – companies intending to continue outside the BVI will be required to notify their members and creditors of this intention in advance. In addition, the company will be required to file a notice of its intention to continue outside the BVI with the Registrar and publish such notice in the Gazette and on the company’s website (if applicable) for a period of at least 14 days. before the pursuit.
- Voluntary liquidators must be people living in the BVI. The purpose of this amendment is to facilitate the collection and maintenance of records of a liquidated company within the BVI. When joint voluntary liquidators are appointed, at least one of them must reside in BVI.
- Deemed resignation of registered agent – the notice period that registered agents must give to their clients indicating their intention to resign will be reduced from 90 days to 60 days of written notice. Resignation will be automatic upon expiry of the term, rather than requiring an additional filing or notice.
- Abolition of the bearer share regime – already largely abolished in practice by previous amendments, the regime for residual bearer shares will be completely abolished on January 1, 2023.
- Restrictions on Charitable or Non-Commercial Activities Under New Section 17A – persons wishing to engage in charitable or non-commercial activity may form a company whose name ends (for example, “Limited”, “Corporation” or “Incorporated”) provided for in Article 17 (1) of the BCA, but they must seek prior approval from the Registrar. Registrar approval is not required when a company merely engages in charitable or non-commercial activity in addition to its business activities, as part of corporate social responsibility.