Over the last forty years, British Virgin Islands, or BVI, has become a benchmark for well-established yet cost effective company entities, legislation for which, as in Gibraltar, is based on English Common Law. The territory experienced massive growth in this sector following the introduction of the International Business Companies Act (1984) which gave rise to the eponymous International Business Company or IBC. 

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At the start of the new century and in common with its global peers, BVI updated its legislation by introducing the BVI Business Companies Act (2004). This took account of growing demands by the OECD, EU and others for greater transparency and alignment with internationally accepted corporate governance conventions. The Business Companies (Amendment) Act (2024) adopted changes concerning both the Register of Members and the filing of beneficial ownership information which also affect BVI Limited Partnerships. These are summarised below:‍

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Register of Members: Companies are now required to file a copy of the Register of Members with the Registrar of Corporate Affairs. This includes details such as names and addresses of shareholders, the number of shares held, and the dates of membership changes.‍

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Beneficial Ownership: Companies must now file beneficial ownership information with the Registrar of Corporate Affairs instead of using the Beneficial Ownership Secure Search system, known as the BOSS portal. Introduced in 2017, BOSS was considered trailblazing in its day, but the changes go further as international demands grow for yet more detailed information on beneficial ownership in centres such as BVI. 

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As part of the change, the definition of “Beneficial Owner” has been reviewed as follows:

• Any natural person who directly or indirectly owns or controls 10% or more of the company’s shares or voting rights.
• Has the right to directly or indirectly appoint or remove a majority of the company’s directors.
• Exercises management control in the company.

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It is essential that company managers comply with these new requirements that were implemented at the beginning of January 2025, and BVI authorities have allowed a six month “grace period” that ends on 2 July 2025. Thus, the time to act is now. 

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At Acquarius, we have contacted our clients with BVI structures. As part of our ongoing client relationship process, all the required information is already to hand, but we want to ensure our clients are aware of the additional reporting changes in line with the BVI Business Companies Act (2004).

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Readers who may not yet be fully compliant should contact Acquarius to see how we might assist. Where existing companies do not comply with the necessary filing by the July deadline, a registration fee will be applied for both Members and Beneficial Ownership registers, together with penalties for late submission and non-compliance. Of course, all newly incorporated entities are already subject to the new rules. 

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Concern in recent years about the use of international company structures in financial centres such as BVI has led to a decline in their numbers. This is due, in part, to them losing their attractiveness as regulations aimed at eradicating tax evasion, anti-money laundering and the fight against terrorist financing take effect. However, according to BVI government figures, around 360,000 companies remain registered and are active. 

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Thankfully, the days are long gone where unscrupulous corporate service providers would promote a “BVI” for just a few hundred dollars per year. Said to include director services and annual government tax, clearly this was always unrealistic. At Acquarius, we are delighted at the progress made by the BVI authorities to ensure that the jurisdiction’s good name is not sullied by such practices. These recent changes are yet another example of their modern, internationally focussed approach. BVI companies are thus likely to retain both their relevance and legitimacy in international finance circles for years to come. 

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As a Gibraltar-based trust and corporate service provider, Acquarius always looks to promote local structures for its clients, worldwide. Gibraltar companies are among the most robust available, and with Acquarius Directors in Gibraltar, we can ensure corporate governance and substance within the jurisdiction. That said, there are occasions where an alternative location may prove preferable and BVI remains one of the premier centres worldwide in the international financial services industry. 

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If you are interested in a health check on your BVI structure, and reviewing alternative options to re-domicile to Gibraltar, please contact us on a no obligation basis for further guidance.