Summary of BVI Business Companies (Amendment) Act 2022

Summary of BVI Business Companies (Amendment) Act 2022

The latest summary of BVI Business Companies (Amendment)Act 2022 will come into effect from 01/01/2023 and was seeking to address existing issues in company dissolution, bear share abolition and statutory keeping measures. All in all, the measures proposed were intended to simplify the way how offshore companies are operated in the BVI.

The key takeaways of the legislation are the following:

1.Restoration of dissolved companies

The Amendment Act streamlines the way to restore a dissolved company by filling an application to the Registry within 5 years of the date of dissolution.

A registered agent has agreed to act on the restoration application and holds updated details on the directors, shareholders, ultimate beneficiary owners in line with AML regulations.

2. Company Strike-offs and dissolutions

In order to reduce the number of strike-off companies in the BVI, companies that have been struck off will automatically be dissolved after 6 months, from which the first date the companies were struck off the register.

The below are the scenarios where companies can be struck off:

2.1 The company fails to appoint a registered agent

2.2 The company is inactive or operates with the appropriate licenses

2.3 The company fails to pay its annual renewal payments

2.4 The company defaults on its debt and has a wind-up request initiated by third parties

2.5 The company fails to deliver require documents for annual renewals

Any assets in a dissolved company will go to the Crown, the British Monarchy. The directors, shareholders and beneficiary owners cannot act on behalf of the company and its assets until the status of the company has been fully restored.

3.The Register of Directors

The names of company directors will be searchable to paying individuals or firms under the VIRRGIN system, which stands for Virtual Integrated Registry and Regulatory General Information Network.

The VIRRGIN is only manageable  by an authorised administrator of a licensed business service provider resident in the BVI.

The Financial Services Commission (FSC) holds privacy of the register of directors to the highest standard. Only the names of directors can be searched , but not dates of birth , addresses, nationality and other particulars. Former directors names will not be shown even though a search has been initiated by an administrator. It is important to understand  that the search must be checked  against a specific company’s name rather than an individual’s name.

4.New Financial Reporting Rules 

Under the new rules which will take effect in January 2023, BVI companies are obliged to file an annual financial statement with their respective registered agent. The details on the financial statement format have not been finalised by the BVI, but it is anticipated that this will include a simple balance sheet and profit and loss account. Audit will not be required.

5.Residency requirements for liquidators 

Under the new rules from January 2023 onwards, a qualified  liquidator is only able to conduct the liquidation procedure if that person has been resident in the BVI over a period of 180 days.

If you’d like to discuss further the BVI company matters, please speak with a member of staff at london@sindacorporation.com  or hongkong@sindacorporation.com