BVI Business Companies Act Receives Update Through New Amendments and Regulations

Tortola, British Virgin Islands – 15 October, 2012 – The British Virgin Islands Financial Services Commission (the “FSC”) announced today that the BVI Business Companies (Amendment) Act, 2012 (the “Amendment Act”) and the BVI Business Companies Regulations 2012, both took effect on 15 October, 2012.  Both the Act and the new regulations are aimed at streamlining, clarifying and improving the administration of the affairs of BVI Business Companies.  Since its original enactment in 2004, the original BVI Business Companies Act had not been the subject of a comprehensive review.

BVI Business Companies (Amendment) Act 2012

The Amendment Act has a total of 85 new and amended provisions including new definitions designed to make the act easier to understand and interpret. 

Generally the Regulations and the amendments contained in the Act will assist in streamlining operations of certain provisions as well as provide better clarity.  Some of the key changes that have been made affect:

·                     Notice of Amendment:  There are clear consequences where a notice of amendment in respect of a company’s memorandum and articles of association is not filed within the time specified in a Court order – this would result in the order ceasing to have effect.

·                     Foreign character names: Creation of a framework for the development in Regulations of the use of foreign character names which could boost the attractiveness of the Territory as a corporate domicile.

·                     The Registrar: Insulation of the Registrar from any disputes arising in relation to the use of company names concerning intellectual property rights. Under the new Act, parties with intellectual property rights claims relating to company names will have to resolve their dispute in Court and the Registrar will only act in accordance with the order issued by the Court.

·                     Registered Agents/Registration: Registered agents are granted permission to register bulk changes of registered agent names, addressed and offices. 

·                     Fees: A new fee scale for registered agents which is dependent on the number of companies that a registered agent acts for with the fee being significantly less than would be charged on a company by company basis.

·                     Removing foreign companies from the Register of Companies: The Registrar can remove a foreign company from the register of foreign companies for cause. If a foreign company has been removed from the register and subsequently applies to be re-registered, it must pay any outstanding fees relative to its prior registration, including any penalties.

·                     Voluntary liquidation: creates the possibility of appointing an additional voluntary liquidator to act jointly with an existing voluntary liquidator. Provision is also made regarding the resignation of a voluntary liquidator, his/her removal by the Court and the procedures to be followed in the event of a vacancy in the office of a voluntary liquidator.

BVI Business Companies Regulations, 2012

Appropriate regulations have been developed to complement the implementation of some of the provisions of the Act. The Regulations have a total of 29 new provisions and three new Schedules.

Both the Act and the new regulations can be found on the FSC’s website at www.bvifsc.vg.

About the British Virgin Islands Financial Services Commission

The BVI Financial Services Commission is an autonomous regulatory agency responsible for the regulation and supervision of financial services conducted in and from within the Territory. 

The Registry of Corporate Affairs is a division within the BVI Financial Services Commission that administers the BVI Business Companies Act.

For further information, please contact:

Corporate Communications

BVI Financial Services Commission

Pasea Estate, Tortola, British Virgin Islands

Tel:      (284) 494-4190

Fax:     (284) 494-5016

Email:  [email protected]