• Important Amendments to the BVI Business Companies Act, 2004 Pursuant to the BVI Business Companies (Amendment) Act 2015
  • January 15, 2016
  • Law Firm: Andreas P. Demetriades Associates - Advocates Legal Tax Consultants - Law Firm - Nicosia Office
  • The BVI Business Companies Act, 2004 has been amended by the BVI Business Companies (Amendment) Act, 2015 with effect as from January 15, 2016. Below are the key amendments:

    REGISTER OF DIRECTORS (ROD)

    New companies: As from 1/4/2016, new companies must file the ROD with the BVI Registrar within 14 days of the appointment of the first director

    Existing companies: Must file the ROD between 1/4/2016 and 31/3/2017. An extension may be given upon justified reasons.

    Changes to filed ROD: Must be filed within 21 days of the day of the change.

    Failure to file the ROD within the specified period carries a penalty of $100, plus $25 for each day that the failure continues.

    The filed ROD will only be available to the company, its Registered Agent or to any third party upon the written approval of the company and not to any other third party unless a Court order is obtained or a written request is given by a competent authority.

    RECORDS AND UNDERLYING DOCUMENTATION

    Records are required to be held for a period of 5 years and the financial documentation to be held should be sufficient to show and explain the financial position of the company at any given time.

    Such documentation includes:
    • All sums of money received and expended by the company and the matters in respect of which money was spent and receipt obtained;
    • All sales and purchases of goods by the company;
    • The assets and liabilities of the company.
    In addition to the address, where the records and underlying documentation are kept, if this is other than the registered office/agent address, the name of a person who maintains and controls these must be provided.

    The penalty for non-compliance to this is $50,000 and this now applies to both the Registered Agent and the company, as before the obligation was only on the company.

    STRIKING OFF


    The time period during which a company can be restored has changed from 10 years to 7 years. This means that after 7 years a struck off company will be deemed to be officially dissolved and cannot be restored.

    REGISTERED AGENT ACTING UPON A RESOLUTION OF THE DIRECTORS


     A Registered Agent shall act according to the instructions of the directors of the company if those instructions are contained in a resolution passed by the directors and upon receiving a copy of such resolution.

    ARBITRATION


    The Articles of Association of a company may now provide for specific disputes to be settled through arbitration.

    ABSENCE OF SEAL ON DOCUMENTS


    An instrument (contract, deed, agreement, will, order, warrant, letter, or other document showing an intention to make a formal arrangement of any matter) is not invalid by reason only of the fact that the company seal is not affixed to the instrument or deed.

    INTRODUCTION OF PREMIUM SERVICES AT THE BVI REGISTRY OF CORPORATE AFFAIRS


    As from 1/12/2015, the FSC established a Premium Services Department within the Registry. The Department will provide a customised and timely express service for a select set of transactions that will attract additional processing fees. These transactions are:

    Continuations into and out of the BVI, Amendments of the M&A, Change in Authorised shares, Registration of Charge and Registration of Merger.