There are some significant amendments to the BVI Business Companies Act 2004 (Amended Act) which will come into force on 1 January 2023 with the following changes potentially impacting your BVI company going forward:

1. Struck-off companies and dissolution

In the current law, a struck-off company could be restored at any time by paying any unpaid annual fees and penalties due and/or rectifying any other default which caused the striking-off. However, if the company fails to take such remedial action within seven years of being struck off, it will be automatically dissolved by law. The Amended Act will abolish this period and struck-off companies will dissolve immediately.

2. Director names available to the public

The Amended Act will make the names of the directors of BVI companies available to registered users of the online VIRRGIN system but an extra add-on fee is expected for the search. Director names will only be available for searches that are run against a particular company name and not the names of individuals.

The BVI Financial Services Commission (FSC) will extract information from the registers they have on file and no action is required from clients, but entities whose register is not up to date should update theirs as soon as possible.

3. Filing annual financial return

In addition to their existing record-keeping obligations, unless exempted, BVI companies will now be required to provide specific financial information in an annual return to be filed within nine months of the calendar year end or at the end of the company’s financial year. Format details and content of the annual return will be confirmed in the coming months.

Exemptions apply for listed companies, companies regulated under BVI financial services legislation, and companies that pay tax in the BVI.

The amendments are being introduced to ensure the BVI keeps pace with international best practices and standards and all BVI companies should be ready to comply with the latest legislation.

4. Liquidations

At present, a person is eligible to be appointed as a voluntary liquidator of a solvent BVI company if they are not disqualified from acting on the grounds of being a person who is a bankrupt, a minor, a disqualified director or a person who is or was a director or in a senior management position with responsibilities including financial management of the company or an affiliated company within the previous two years.

A residency requirement has been introduced for persons being appointed to act as liquidators of BVI companies on a solvent basis. To qualify, an individual must have physically lived in the BVI for at least 180 days, either continuously or in aggregate, prior to their appointment.

These resident liquidators will be required to collect the corporate records kept and maintained by the company in liquidation and on completion of the liquidation to provide copies of all records collected by the liquidator to the Registered Agent of the Company.

If you own a BVI company, have or had dealt with one and would like us to help identify what actions can be taken now, please get in touch with us at info@bridges.hk or call us at +852 2159 9666.