Understanding the Beneficial Ownership Regime in the BVI

Beneficial ownership reporting obligations for British Virgin Islands companies and limited partnerships have been overhauled effective 2 January 2025.

It is important to note that the key obligations fall on the entity so entities and their directors or general partners should be aware of their obligations, as the potential penalties for non-compliance are significant. Entities are required to identify their beneficial owners and report this information to their registered agent.

Previously, all companies and limited partnerships registered in the BVI were required to report information regarding their beneficial ownership to their registered agent for onward reporting into a secure central database. This system now been replaced by a new requirement to file beneficial ownership details with the Registry of Corporate Affairs. To support the register of beneficial owners, all BVI companies are required to file registers of directors and shareholders and all BVI Limited Partnerships must file their register of general limited partners. These registers must be filed within 30 days of incorporation to ensure compliance. Failure to meet this deadline may result in penalties for late or non-filing.

Certain categories of investment funds and listed companies (and their subsidiaries) are exempt from filing the full registers. Instead, exempted entities must submit details of their exemption status to the Registry (see below).

This guide outlines the background to these regulatory updates, details the new filing obligations for companies and limited partnerships, explains exemptions available to certain entities and provides guidance on the filing process.

The definition of beneficial owner is set out at section 2 of the BVI Business Companies 2004 (Act) as: “a natural person who ultimately owns or controls a company or limited partnership and includes in the case of a legal person other than a company whose securities are listed on a recognised exchange, a natural person who:

• subject to section 96A(11), ultimately owns or controls, whether 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 directors of the board (“board of directors”) of the legal person, or
• otherwise exercises control over the management of the legal person"

Further guidance is given in the BO Regulations that consideration must be given to the level of rights exercisable by the individual. Beneficial ownership by way of control should be filed where an individual, directly or indirectly:

1. controls 10% or more of the voting, or equivalent, rights of a legal entity
2. controls 10% or more share of the capital or profits of a partnership
3. has the right to appoint or remove a majority of the board of directors (or equivalent
   management body) holding a majority of voting rights on all or substantially all
   matters, or
4. has the right to exercise significant influence over the activities of the legal entity

The VIRRGIN system has the following sub-categories in exercising control:

1. Power to appoint or remove the majority of senior management
2. Power to appoint or remove directors
3. Power to appoint or remove partners
4. Control through debt instruments
5. Power to direct or veto investment decisions
6. Power to direct or veto profit share

When filing the exact percentage interest must be specified in relation to ownership interest and voting rights.

Where an entity is unable to identify individual as holding a 10% interest (in shares or voting rights) or otherwise exercising control the entity will need to identify a Senior Managing Official.

Broadly, continuing obligations are imposed on all entities to identify and report certain information regarding their beneficial ownership. There are certain exemptions, however this does not eliminate their filing obligations. Instead, exempt entities must submit basic details regarding their exempt status.

Exemptions are as follows:

• Entities whose shares are listed on recognised exchanges are exempt.
• BVI regulated fund vehicles (private, professional, public, private investment, incubator and approved funds) are also exempt provided that:
  • (i) the information is maintained by a BVI regulated fund administrator, an authorised representative or other person licenced by the FSC with a physical presence in the BVI and
  • (ii) the information can be provided within 24 hours.
• Where a company's shares are held by a trustee licensed under the Banks and Trust Companies Act, 1990, the company is only required to file the name of the trustee.

Entities subject to disclosure and transparency rules contained in international standards, equivalent to those for listed companies or specified funds, may also apply for exemptions.

• There is also an exemption for companies which are 75% or more owned by another legal entity that either complies with the beneficial ownership filing requirements or qualifies for an exemption. This is intended to prevent duplication where there is a chain of BVI entities within the same corporate structure.

Broadly, exempt entities will also file an exemption in relation to the register of members or the register of limited partners (exemptions do not apply to registers of directors/general partner filings).

However, exempt entities are still required to file their registers of directors at the Registry.

It is important to note that the BVI regime differentiates between BVI trustees and foreign trustees. Under the previous BOSS framework, foreign regulated trustees were exempt from reporting requirements. However, under the new beneficial ownership regime, this exemption no longer applies. Full beneficial ownership information must now be submitted to the Registry for any trust managed by a foreign regulated trustee.

The following persons are considered the beneficial owners of a trust, and need to be filed at the Registry:

1. Trustee – where the trustee is a corporate entity, the beneficial owners of that corporate trustee must be entered, or in the absence of any identifiable beneficial owners, a senior managing official.
2. Settlor
3. Protector (if any) - where the protector is a corporate entity, the beneficial owners of that protector must be entered, or in the absence of any identifiable beneficial owners, a senior managing official.
4. Vested beneficiaries
5. Any other person exercising control

Individuals:

• Full legal name (and former names/aliases)
• Principal residential address
• Date and place of birth (country)
• Nationality
• Occupation (beneficial owners only)
• Gender (beneficial owners only)
• Date of becoming a beneficial owner
• Nature of ownership and/or control

Corporate – note that corporate owners are only acceptable where they are ‘Exempted Owners’ (see our additional guide on Exemptions vs Exempted Owners):

• Corporate name
• Registration number
• Registered office address
• Date of becoming a beneficial owner
• Nature of ownership and or control

The registered agent is required to verify all information is complete, correct and current before it can file the registers at the registry.

The BVI Government and regulators are keenly aware that for many users the question of who will have access to beneficial ownership information and what information they will be able to access is a significant one, and the question of accessibility has been the subject of a public consultation which closed on March 14 2025. We await the outcome of the consultation before we can confirm the specifics.

The BVI Government and the FSC have made clear in numerous forums that the BVI will not be implementing a fully public register of beneficial ownership information until such registers become a global standard. Their consultation focuses on allowing access to certain beneficial interest information stored in VIRRGIN to persons who can demonstrate a “legitimate interest” (eg in connection with fighting financial crime).

Certain other UK Overseas Territories, including Bermuda and Cayman, have committed to taking similar steps and are at various stages in the legislative process. If the final legislation is consistent with the principals set out in the consultation paper, the BVI is expected to maintain close regulatory alignment with Cayman and Bermuda.

All information filed at the registry is accessible to Competent Authorities and law enforcement as it was under the previous BOSS system.

It is important to note that there will be no legitimate interest access until the consultation has concluded and Regulations have been passed. Based on commitments made by the BVI, Bermuda and Cayman to the UK, final legislation is expected by April/May, and implementation by the end of June.

Additionally, Director and general partner names are publicly available via a special search at the Registry, for an additional fee. Shareholder and limited partner names are not publicly available and can only be requested by the registered agent, or competent authorities and law enforcement.

If you have questions or need assistance in determining your beneficial owners, feel free to reach out to us.