BVI Business Companies (Amendment) Act, 2024

Date：2025/02/24

The BVI Business Companies (Amendment) Act, 2024 was published in the BVI Gazette on 27 December 2024 (Act No. 15 of 2024) and came into effect on 2 January 2025. It primarily amends the 2020 Revised BVI Business Companies Act.

The Amendment Act introduces new penalties and includes transitional provisions to facilitate the adaptation of existing companies (BCs) to the new regulatory requirements. Overall, the Act strengthens information disclosure and corporate transparency obligations.

These changes aim to:

Enhance regulatory oversight
Combat financial crime
Ensure that BVI companies remain aligned with international standards

The main amendments under this Act are as follows:

※Comparison of Old and New Regulations

Category	Old Regime	New Regime
ROD	Newly Established: 21-Day Registration with the Registry (VIRRGIN)	Newly Established: 15-Day Registration with the Registry (VIRRGIN)
ROM	(Registrar’s Office / Can Be Determined by the Entity)	Registered with the Registry (VIRRGIN)
UBO	Ultimate Beneficial Owner (via ITA’s BOSS System)	Registered with the Registry (VIRRGIN)
Economic Substance	(via ITA’s BOSS System)	(via ITA’s BOSS System)
Annual Return	Filed / Stored at the Registered Agent’s Office	Filed / Stored at the Registered Agent’s Office

※Newly Established & Other Related

Business companies

ROD – Registration with VIRRGIN within 15 days of incorporation (Old Regime: within 21 days)
ROM – Registration with VIRRGIN within 30 days of incorporation
UBO – Registration with VIRRGIN within 30 days of incorporation
Struck Off and Dissolved Restoration – ROM & UBO must be registered within 14 days after restoration

Penalty: Failure to file or register any of the above changes in the VIRRGIN system within the prescribed timeframe may result in fines of up to USD 6,000.

Certificate of Good Standing – Valid for three months；Example: If ROD is registered, the validity period is 30 days.

※Existing BVI Companies – Transitional Period

Regulations Effective Date: From 2 January 2025

All of the following must be registered with the VIRRGIN system within six months:

Register of Members (Shareholders Register)
Register of Ultimate Beneficial Owners (UBO)
Only existing shareholders and UBOs need to be registered
Deadline for completion: 30 June 2025

※New Definition of UBO:

Any natural person owning 10 % or more of the shares or voting rights, whether directly or indirectly, singularly or in aggregate

※Conditions for Exemption from ROM & UBO Registration

Companies listed on a recognized trading market
Private, professional, public, private investment funds, and non-profit or approved funds

These entities are exempted from registration in the VIRRGIN system.

If subject to a random check, information must be provided within 24 hours.
For recognized trading markets, see Regulation 11(2)(a): BVI Beneficial Ownership Regulations 2024
https://www.bvifsc.vg/sites/default/files/bvi_business_companies_and_limited_partnerships_beneficial_ownership_regulations_2024.pdf
Relevant information must be submitted to and kept by the registered agent.

【Penalties:】

Failure to register within the prescribed timeframe may result in fines and the company being struck off/dissolved.

In view of the six-month transitional period, it is recommended that BVI companies review their shareholder and UBO structures and complete registration by 29 May 2025. Our firm will provide individual notifications regarding the required information, applicable fees, and system registration procedures.

Please refer to the latest BVI UBO Guidelines for full details:
https://www.bvifsc.vg/sites/default/files/bo_regulation_guidelines_filing_of_beneficial_ownership_information_final.pdf

Pursuant to the Regulations

Business companies

BVI Business Companies (Amendment) Act, 2024

BVI Business Companies and Limited Partnerships (Beneficial Ownership) Regulations, 2024

Beneficial Ownership Regulations Guidelines

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