The British Virgin Islands has implemented several important amendments to the Business
Company Act 2004, (No. 16 of 2004). The majority of the changes came into effect on January 15,2016.

AMENDMENTS TO THE COMPANIES ACT BVI

A. Arbitration clause. Companies may include an arbitration clause in their Articles of Association and for such arbitration to be conducted in the Virgin Islands pursuant to or in accordance with the Arbitration Act, 2013 or any subsidiary legislation made thereunder.

B. Bonus Shares. The bonus shares issued by a company shall be deemed to have been fully paid for on issue.

C. Transfer of listed shares. Where shares are listed on a recognized exchange, the shares may be transferred without the need for a written instrument of transfer if the transfer is carried out in accordance with the laws, rules, procedures and other requirements applicable to shares registered on the recognized exchange and subject to the company’s memorandum and articles and the Listed Companies and Funds Regulations.

D. Surrender of shares. Companies may acquire their own fully paid shares for no consideration by way of surrender. The surrender of shares shall be in writing and signed by the holder of the shares, and is deemed not to be a distribution.

E. Registered Agents and resolutions of directors. Registered Agents must act upon a valid resolution of the directors of existing companies, (regardless of the wishes of the client of record of the Registered Agent).

F. Continuation In. The Registrar, for purposes of satisfying himself or herself that the requirements of subsection Section 180 have been met and none of the disqualifications mentioned in subsection (2) of Section 180 apply, the Registrar may rely on a certificate issued by a director of the foreign company attesting to the foreign company’s compliance with the requirements and the non-application of the disqualifications, if the certificate is duly signed by the director and notarized or otherwise duly legalized in accordance with the laws of the jurisdiction of the foreign company. The certificate shall be in the approved form and shall be accompanied by an extract of the law relied upon.

G. Continuation Out. Prior to continuing out, companies must either release any charges registered against them in the BVI public register of registered charges, or confirm that they have obtained the consent of the chargee for the continuation, or satisfy the BVI Registrar of Corporate Affairs that the security interest will not be compromised.

H. Records and underlying documentation.
Companies shall retain the records and underlying documentation for a period of 5 years from the date of the activity of the records and underlying documentation relate.

Companies should provide to their registered agents without delay any records and underlying documentation that the registered agent request.

Where the records and underlying documentation of a company are kept at a place or places other than at the office of the company’s registered agent, the company shall provide the registered agent with written confirmation of:

(a) The physical address of the place at which the records and underlying documentation are kept; and
(b) The name of the person who maintains and controls the company’s records and underlying documentation.

Any changes in the place or name of the person who maintains and controls the company’s record and underlying documentation, shall be provided to the Registered Agent within 14 days of the change.
The fine for failing to comply with this section was increase from US$10,000.00 to US$50,000.00.

I. Register of charges.
Companies are now required to update their private Register of Charges within 14 days of any change. Previously there was no time limit.This Register of Charges must be kept at the office of its registered agent and it must always be up to date, otherwise the company might incur in a US$5,000.00 fine.

J. Register of Directors.
A new section 118A prescribes the information that the Register of Directors must contain. Press these links to see drafts of revised register of directors:

1. Draft – Register of Directors (Individual)
2. Draft – Register of Directors (Legal Entity)

K. Registration of register of directors.
BVI companies must comply with a private filing of their registers of directors. The following are the dates by which registration must be completed.

(a) Companies incorporated before April 1st, 2016, shall file for registration a copy of its register of directors, until March 31st, 2017.
(b) Companies incorporated as of April 1st, 2016 shall file for registration copy of the register of directors (i) within 21 days of the appointment of the first directors; and (ii) within 30 days from any changes in the directorship of the company.

The copy of the register of directors shall be maintained by the Registrar and shall not, unless the company elects otherwise, be made available to any person except on an order of the Court, or on a written request by a competent authority.

Where a company fails to comply with the private registration of its register of directors, the following penalties apply:

1. For failure to file changes in particulars in a register of directors within the specified period, the penalty payable shall be US$100;
2. For failure by an existing company to file for registration by the Registrar a copy of the existing company’s register of directors on or before 31st March, 2017, the penalty shall be:
    a. For the first month after 31st March, 2017 or extension US$300.00
    b. For the next 3 months after the period specified before US$500.00
    c. For the next 3 months after the period specified before US$750.00
    d. After the end of the period specified before US$1,000.00 for each month that the failure continues.

For information on costs and fees related to this process please contact our BVI office at bvi@arifacorporate.com

For a copy of the amendments, please press these links:

1. 1_BVI Business Companies (Amendment) Regulations, 2015
2. Act No 2 – BVI Business Companies (Amendment) Act, 2016
3. BVI Business Companies (Amendment) Act, 2015