BVI Business Companies Act FAQ: What the 2025 Amendments Mean for Your Business

The British Virgin Islands (BVI) remains a premier offshore financial hub, known for its business-friendly regulatory environment. In response to evolving international standards, the BVI Business Companies (Amendment) Act, 2024 (“Amendment Act”) introduces key changes that came into effect on January 2, 2025.

These amendments are designed to enhance transparency and compliance with global best practices while maintaining the BVI’s competitive edge.

This FAQ on the changes to the BVI Business Companies Act provides a comprehensive breakdown of the key updates and their implications for businesses incorporated in the BVI.

1. Why Were These Changes Introduced?

The amendments to the BVI Business Companies Act were introduced to:

• Enhance the BVI’s reputation as a trusted offshore financial center.
• Strengthen regulatory oversight to align with evolving international best practices.
• Ensure compliance with international AML and CTF frameworks.

2. What Are the Key Changes?

The amendments introduce new rules affecting multiple areas of corporate compliance:

A. Filing of the Register of Members (RoM)

• Companies must file their Register of Members (RoM) with the Registrar to improve corporate transparency.
• Access to RoM information will be subject to specific regulatory controls.

B. Beneficial Ownership Information (BOI) Requirements

Companies must collect and maintain detailed Beneficial Ownership Information (BOI), including:

• Full legal name (as per passport/government ID)
• Former names, aliases, and birth details
• Nationality and gender
• Principal residential address
• Nature of ownership interest or control over the company

BOI records must be kept updated at all times.

C. Nominee Shareholder & Professional Director Reporting

• Companies must report information on nominee shareholders and professional directors.
• This disclosure aims to prevent the misuse of nominee structures for illicit activities.

3. Who Can Access the BOI, RoM, and RoD?

4. What Are the New Filing Fees?

The Amendment Act introduces new filing fees for companies incorporated in or after 2025:

📌 Exemptions may apply, subject to further regulatory clarification.

5. What Is the BOI Reporting Threshold?

• 10% ownership threshold: Companies must file BOI for any individual holding 10% or more of an entity.
• 25% ownership threshold: This applies for disclosure to Competent Authorities only.

📌 This lower threshold increases corporate transparency and reporting obligations.

6. How Will These Changes Impact Companies?

For Existing Companies (Incorporated Before 2025):

• Must comply with new BOI and RoM filing requirements.
• No filing fees for RoM or BOI, but RoD filings will require a fee.

For New Companies (Incorporated From 2025 Onwards):

• Must file RoM, RoD, and BOI, with applicable fees.
• Stricter compliance obligations to ensure accurate and updated ownership information.

📌 Companies should implement internal compliance frameworks to avoid regulatory penalties.

7. What Steps Should Companies Take to Ensure Compliance?

To avoid penalties and remain in good standing, businesses should implement a proactive compliance strategy:

✔ Conduct a BOI Readiness Audit
✔ Work Closely with a Registered Agent
✔ Implement an Internal Monitoring System
✔ Stay Informed on Regulatory Updates

📌 Early preparation will prevent regulatory penalties and ensure seamless compliance with BOI, RoM, and RoD filing obligations.

Where To Next?

The 2025 amendments to the BVI Business Companies Act reinforce the jurisdiction’s commitment to global transparency and compliance. Companies incorporated in the BVI must ensure full compliance with the new rules to avoid penalties and maintain good standing.

For businesses seeking expert guidance on compliance and regulatory changes, InCorp Hong Kong provides tailored solutions to help navigate these updates seamlessly. Contact InCorp Hong Kong today for professional support in meeting your business’s compliance needs.