BVI Beneficial Ownership Reporting - Exemptions vs Exempted Owners

From 2 January 2025 all BVI entities (BVI Business Companies and Limited Partnerships) are required to file details of the beneficial owners at the BVI Registry of Corporate Affairs, via their registered agent. Companies are also required to file their register of members (in addition to the register of directors which has already been required to be filed for a number of years), and Limited Partners need to file their Register of General Partners and their Register of Limited Partners.

All entities must file, but certain entities can benefit from filing an exemption instead of the full particulars.

Exemptions apply as follows:

• BVI Listed entities
• BVI-regulated funds holding one of the following categories of licence: approved, incubator, public, private investment, professional; these are known Specified Funds. Entities relying on this exemption must confirm which licensed person in the BVI has taken responsibility for holding beneficial ownership information and being able to supply it on request within 24 hours.
  • (it is intended that Foreign Funds regulated outside of the BVI in an equivalent jurisdiction will benefit from an exemption).
• Licensed BVI Trustee holds the shares on behalf of a trust
  • (Where the trustee is a foreign trustee (ie not regulated in the BVI) the BVI entity does not currently qualify for an exemption: full beneficial ownership information on the parties to the trust must be filed – this would include the trustee, settlor, protector (if any), vested beneficiaries (if any). Where any of the parties to the trust are corporate entities, the owners (10% or more) of that corporate entity (for eg a corporate trustee / corporate protector) would need to be reported. We understand that the FSC is considering implementing a change to the regime to treat regulated foreign trustees in the same way as BVI trustees – we await the update before we begin reporting efforts for entities owned by foreign trustees.
• Subsidiaries - where a BVI entity is owned 75% or more by another BVI entity that has either filed its beneficial ownership information (or is exempt from filing its beneficial ownership information) that entity qualifies for an exemption as a subsidiary of a reporting BVI entity and can report its parent entity’s details.

Where a BVI company is not itself exempt, but it has an owner in its structure that meets certain criteria then it can benefit from simplified reporting – the entity will report as having an exempted owner.

As a general guide:

• An exemption is to be filed where the BVI entity that is making the filing is exempted from reporting its beneficial ownership information (ie the BVI entity itself has a reason to not file their beneficial owners under the new rules).
• An exempted owner is a corporate entity that owns the BVI entity (ie meets the threshold of 10% or more) but there is no need to look through that entity to report a natural person – instead the BVI entity reports information on the exempted owner.
• An exempted owner is a corporate entity that owns the BVI entity (ie meets the threshold of 10% or more) but there is no need to look through that entity to report a natural person – instead the BVI entity reports information on the exempted owner.

Exempted Owner requirements:

1. Listed company parent - where the BVI entity is not a listed company but it is owned (10% or more) by a company that is listed on a recognised exchange (Company “X”), the BVI entity is not itself listed and therefore cannot claim an exemption. As a result, it is required to file beneficial ownership information. Since Company X is a listed company and has 10% or more shares/voting rights in the BVI entity, there is no need to trace through Company X to a natural person. The BVI entity must file Company X as an exempted owner and enter the required particulars on Company X.
   
   
2. Funds
   1. Specified fund parent - where the BVI entity is not a specified fund itself, but is owned (10% or more) by a BVI licensed specified fund, it has to file beneficial ownership information, but will file details of the fund as its Exempted Owner – Specified Fund.
   2. Foreign fund parent – as above, it is intended that BVI entities owned 10% or more (shares/voting rights) by an entity which has qualified as a Foreign Fund will be able to file details of the foreign fund as its Exempted Owner – Foreign Fund.
      
      
3. Trusts - where there is a BVI licensed trustee having 10% or more shares/voting rights AND other beneficial owners having 10% or more, the BVI entity does not qualify for full exemption given that there would be beneficial ownership information to be reported on the other shareholders/beneficial owners of the BVI entity. The BVI entity would file details of all the beneficial owners and also file the BVI licensed trustee which would be reported as an exempted owner.