New Requirements for BVI Companies
The government of the British Virgin Islands has introduced amendments to the BVI Business Companies Act, making it mandatory to file information relating to shareholders and beneficial owners of all companies registered in BVI.
These new requirements came into effect on January 1, 2025, and now form part of the ongoing compliance obligations of companies incorporated in the jurisdiction.
Register of Shareholders
All companies registered in the British Virgin Islands must submit their register of shareholders to the Registrar of Companies, including both individual and corporate shareholders.
At this time, this information will not be available to the general public. However, it must be kept up to date whenever there is any change in the company’s shareholding structure or ownership of shares.
It is important to note that companies have always been required to maintain a register of shareholders. The new requirement is the mandatory filing of this information with the BVI government through the registered agent.
Register of Beneficial Owners
In addition to the register of shareholders, companies must submit a register containing information on their beneficial owners to the Registrar of Companies through their registered agent.
This register must include information on individuals who directly or indirectly hold at least 10% control of the structure.
In the case of trusts, the trustees, settlors, beneficiaries, and protectors (where applicable) must also be identified.
The responsibility for preparing and maintaining this information rests with the company.
How Can These Requirements Be Met?
For existing companies, the deadline to comply with the new requirements is June 30, 2025.
Dartmouth International has proactively initiated all necessary procedures to ensure early compliance with the new legislation for clients under our administration. This approach allows sufficient time for the registered agent to process and submit the required information within the prescribed deadlines.
Following the initial filing, any changes relating to shareholders or beneficial owners—including changes of address, name changes, or amendments to the ownership structure—must be reported within 30 days from the date the relevant documentation is executed.
The cost of complying with this legislation will be USD 300 for the initial filing, which will be included in the next annual invoice. Future changes to the shareholder structure or beneficial ownership information will be subject to an additional charge corresponding to the cost of the respective filings.
What Are the Consequences of Non-Compliance?
Failure to comply with these new obligations may result in significant penalties.
Fines relating to the register of shareholders may range from USD 200 to USD 2,400, depending on the length of the delay.
Penalties relating to the register of beneficial owners may range from USD 500 to USD 6,000, also depending on the period of non-compliance.
How Can Dartmouth Help?
Dartmouth International will automatically take all necessary measures to ensure compliance with these new legal requirements for clients under our administration, helping to maintain compliance with the applicable legislation and deadlines.
If you have any questions regarding these new requirements or would like further information about the maintenance of BVI companies, please contact us. Our team will be pleased to assist you and provide the support necessary to keep your structure fully compliant.
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