The British Virgin Islands (BVI) Government has introduced changes to the BVI business companies regime in a bid to  boost its reputation as an international financial services centre.

The BVI Business Companies (Amendment) Act 2024 (the Act) received governor's assent and was gazetted on 26 September 2024, including covering changes in relation to beneficial ownership, nominee shareholders, the register of members and the register of directors.

In a briefing note on 1 October, law firm Mourant said the amendment has not yet come into force: "The key changes that the Amendment Act will make to the BVI Business Companies Act, Revised Edition 2020, once in force, are set out below. We are expecting the Amendment Act to come into force imminently and will issue a further update at that time."

Every company will be required to keep a register of members and, save for certain exceptions, file a copy with the BVI Registrar of Corporate Affairs (the Registrar). Although the copy register of members maintained by the Registrar will be available to domestic competent authorities and law enforcement agencies in the lawful discharge of their responsibilities (in addition to the company and its registered agent (RA)) it will not be generally available to the public.

Mourant said a company may still opt for its register of members (including any notations as may be typically included on finance transactions where security has been granted over the company's shares) to be publicly accessible.

The register of members will be required to contain, as appropriate for the company:

  • the names and addresses of the persons who hold registered shares in the company;
  • the names and addresses of the persons who are guarantee members of the company;
  • the names and addresses of the persons who are unlimited members of the company;
  • the number of each class and series of registered shares held by each shareholder, including (unless already set out in the company's memorandum or articles) the nature of associated voting rights;
  • the date on which the name of each member was entered in the register of members; and
  • the date on which any person ceased to be a member.

Beneficial owner is defined as:

in the case of a legal person (other than a listed company), a natural person who:
ultimately owns or controls, directly or indirectly, 10% or more of the shares or voting rights in the legal person;
holds, directly or indirectly, the right to appoint or remove a majority of the board of directors of the legal person; or
otherwise exercises control over the management of the legal person;

in the case of a limited partnership, a natural person who:
is ultimately entitled to or controls, directly or indirectly, 10% or more share of the capital or profits of the partnership or 10% or more voting rights in the partnership; or
otherwise exercises control over the management of the partnership;

in the case of a trust:
the trustee; the settlor or other person by whom the trust is made; the protector (if any); the beneficiaries or class of beneficiaries with a vested interest in the trust at the time of or before distribution of any trust property or income; and any other natural person exercising ultimate effective control over the trust (including through a chain of control or ownership).