Knowledge

Background

As many will be aware, the BVI Business Companies and Limited Partnerships (Beneficial Ownership) Regulations, 2024 (the "Law") came into effect on 2 January 2025.

The Law created a statutory obligation for all BVI companies and limited partnerships (with certain exemptions) to collect, maintain, and file with the BVI Registrar of Corporate Affairs, information on their beneficial owners. A six-month transitional period was given to all existing BVI companies and limited partnerships that did not fall within any of the exemptions.

On 7 March 2025, the BVI Financial Services Commission (the "Commission") provided a timeline for key transactions: BO Implementation Timeline for Key Transactions (the "Timeline").

The Timeline is a useful tool for all those involved in ensuring that BVI companies and limited partnerships comply with their statutory obligations.

As an additional helping hand, on the same date, the Commission also published an industry circular (the "Circular"), which provides guidance on the beneficial ownership requirements amid concerns raised by industry practitioners.

We would suggest that anyone involved with collecting and filing the beneficial ownership information read the Circular in full here: Industry Circular 12 of 2025 - Beneficial Ownership Filings: Implementation Update.

Some of the key takeaways from the Circular are:

• batch/bulk filings: given the large volume of filings that some registered agents may need to make, a batch/bulk filing function will be made available, with the release date currently being set for 17 April 2025;
• beneficial owner cannot be identified: where the entity at the top of a structure does not have a clear beneficial owner (e.g. a foundation), a senior official of such entity will need to be entered. The Circular notes that a senior managing official would be noted in the case of a foundation;
• subsidiaries of listed entities exempt: entities which are subsidiaries of listed entities are exempt, however, the filing function required to note such exemption is not available;
• functions not yet in operation: as and when functions become available (as noted in the Timeline), there will be a grace period granted before any penalties are implemented. The grace period will be determined by the Commission;
• registers of members – trustees: where a trustee is the shareholder, they should be identified in the same manner as an individual shareholder -  the legislation does not require them to be identified as a trustee;
• security annotations: as part of financing arrangements, registers of members may need to be annotated and filed. The VIRRGIN system will contain a function to allow the person making the submission to use the "Add Mortgagee/Chargee" option in order to note any security granted over the issued shares of the relevant entity;
• registers of members filed before 2025: a BVI company may have elected to file its register of members before the changes came into effect on 2 January 2025. Unfortunately, this will not be sufficient to satisfy their obligations, and their register of members will need to be filed again in accordance with the provisions contained in the Law; and
• bands of interest: the current regime requires exact percentages to be used when providing beneficial ownership information, with any changes (no matter how small a percentage) triggering the need to make a new filing. The Circular confirms that this is being reviewed, with the intention of establishing bands of interest, which would confirm what percentage changes to the ownership of a BVI entity would trigger the requirement to make a new filing.

Conclusion

Whilst not a perfect system at the moment, the issuance of the Circular and the Timeline guidance is evidence that the Commission is intent on working with industry practitioners to improve processes and to ensure that the British Virgin Islands continue to be a leading offshore jurisdiction.