Important Amendments to the British Virgin Islands (BVI) Business Companies Act
The Government of the British Virgin Islands recently enacted the BVI Business Companies (Amendment) Act 2015. The amendments will make important improvements and changes in the operation and requirements of BVI companies. Below we set out the key amendments that will come into effect as of January 15, 2016 (except for the changes in relation to the filing of registers of directors which will come into effect on 1 April 2016):
REGISTER OF DIRECTORS (ROD)
As of 1/4/2016, new companies must file the ROD with the BVI Registrar within 14 days of the appointment of the first director
Existing companies must file the ROD between 1/4/2016 and 31/3/2017 with the possibility of an extension given upon justification
Changes to submitted ROD must be files within 21 days of the day of the change
Failure to file the Register of Directors within the specified period will resolve to a penalty of $100, and $25 for each day that failure continues.
The ROD will only be available to the company and its Registered Agent. It can be provided to any third party upon the written approval of the company and not to any other third party unless a Court order is obtained or a written request is given by a competent authority.
RECORDS AND UNDERLYING DOCUMENTATION
Records are required to be held for a period of 5 years and the financial documentation to be held must be sufficient to show and explain the financial position of the company at any given time. Documents to be held include the following:
All sums of money received and expended by the company and the matters in respect to which the money was spent and receipt obtained
All sales and purchases of goods by the company
The company’s assets and liabilities
The name of the person who maintains and controls records and underlying documentation of the company, as well as the address (if other than the registered office and agent address), must be provided.
Failure to comply with this requirement will resolve to a penalty of $50,000 and will be applied to both the Registered Agent as well as the company.
The time period in which a company can be restored has changed from 10 years to 7 years. After 7 years of being struck off, a company will be deemed to be officially dissolved and cannot be restored.
REGISTERED AGENT ACTING UPON A RESOLUTION OF THE DIRECTORS
According to the new amendments, a Registered Agent shall act according to the instructions of the directors of the company if those instructions are contained in a resolution passed by the directors and upon the receipt of a copy of such resolution.
The Articles of Association of a company many now provide for specific disputed to be settled through arbitration.
ASSENCE OF SEAL ON DOCUMENTS:
An instrument (contract, deed, agreement, will, order, warrant, letter or other document showing an intention to make a formal agreement of any matter) will not be considered as invalid due to the lack of company seal being affixed to the instrument.
Please feel free to contact us
shall you have any questions or concerns and we would be delighted to discuss how these changes might affect you.
The official Legislation by the BVI Financial Services Commission can be found here: BVI Business Companies (Amendment) Act, 2015
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