Industry Circular 12 of 2025 - Beneficial Ownership Filings: Implementation Update

Beneficial Ownership Filings: Implementation Update

By virtue of the BVI Business Companies and Limited Partnerships (Beneficial Ownership) Regulations, 2024(the BVIBC and LP (BO) Regulations) and Guidelines, all BVI Business Companies and Limited Partnerships are required to file their beneficial ownership (BO) information with the Registry of Corporate Affairs via the VIRRGIN system with effect from 2 January 2025. The BVI Financial Services Commission (the Commission) is issuing this Circular to address technical, legislative, and logistical concerns raised by industry practitioners since the commencement date.

Industry Queries and FSC Response

The Circular sets out common queries and issues that Agents are experiencing. These include filing errors, fees and penalties, penalties levied, and extensions for newly incorporated companies as noted in the Q&A section below:

Filing BO Information

Batch/Bulk Filing

Q: When will the batch/bulk filing function be made available for use?
A: The release date for the batch/bulk filing function is 17 April 2025. Refer to the schedule of timelines/dates for the release of all functions accessible through the schedule (Insert Link) included in this circular.

Regulated Corporate Trustees

Q: What Beneficial Ownership information should be filed as it relates to Trusts?
A:  A Trustee licensed under the BTCA is required to file the name of the licensed Trustee.

Where a BO cannot be identified

Q: How will requests where there is no UBO be treated, e.g., where the parent company is a Cayman Foundation?
A: Where a BO cannot be identified for an entity whose parent company is a Foundation, the name and details of a Senior Managing Official should be entered.

Interdependency of Registers

Q: Do transactions in relation to registers of directors, registers of members and beneficial ownership need to be filed in a specific order?
A: Directors, members, and beneficial owners of an entity can be filed in any order as they are independent transactions.

Supporting Documentation

Q: When is supporting documentation required to complete a registration of beneficial owner information or a register of members?
A:  The system will only prompt the filer to add supporting documentation if the given name or surname is missing or if a partial or no date of birth is entered.

The system is configured to have separate fields for the given name and surname; each name must be inserted in the appropriate field. Where an individual has only a singular name, please enter the entire singular name in the applicable field and attach proof of the same for review upon submission.

Use of Foreign Characters in the Name of a Beneficial Owner, Member or Director

Q: Can foreign characters be added to the name of an individual?
A: The system currently cannot facilitate the addition of foreign character names of individuals or corporate entities for the registration of beneficial ownership information and registers of members and directors.

Error in Filing/Correction(s)

Q: What should be done when the beneficial owner of a BVI company is a listed company, but the BVI company is erroneously entered as being a listed entity?
A: Please send the filing details to [email protected] or [email protected] for review and further handling.

Exemptions

Q: There does not seem to be an express exemption in the BCA that the BVI company can rely on for not obtaining BO information where its ultimate parent is an SEC-listed entity (or listed on a recognised exchange). Is this the intention? The RA, as a licensed entity, would ordinarily rely on this, but the law and regulations as drafted don't exempt the BVI company from obtaining the BO information from a listed company. This presumably is something that will be fixed?
A: Entities that are subsidiaries of listed entities are indeed exempted. However, at this time, the filing function in VIRRGIN is not yet available. Please refer to the schedule of timelines/dates for the release of all functions accessible through the schedule (Insert Link) included in this circular.

Technical Errors

Q: What steps should be taken if country A is designated as the nominator on the Register of Members, but VIRRGIN selects an alternate country?
A: This error is being corrected. Please send the filing details to [email protected] or [email protected] for review and further handling.

Q: What should be done when encountering technical errors in VIRRGIN (i.e., 505 Error Page and 500 Error Page)?
A: This error could be related to the internet browser being used by the user. Chrome and Firefox are recommended browsers for optimal performance. Please clear your cache, try using a different browser, and submit your request again. If the problem continues, please send an email with the error message to [email protected] or [email protected].

Annual Fees

Q: Why is an Annual Fee applied to new incorporations when filing a register of directors, register of members, or register of beneficial ownership?
A:  If the Annual Fee box is displayed in white and clickable, it should not be considered mandatory. However, if the box is grey, please email [email protected] or [email protected] for assistance in resolving the issue.

Penalties

Q: Will a company incur penalties if it attempts to file a transaction and the function is not available in VIRRGIN?
A: The company will not incur penalties if the Registry is notified of the attempt to file a transaction. A list of entities and the reasons for their non-filing should be submitted to the Registrar, and a penalty fee will not be charged to these entities.

When the function(s) become operational, the Registrar will allow a grace period (TBD) for filing without further penalties.

Q: How are days counted in relation to penalties?
A: Days are counted as clear days, including weekends and holidays; for example, if a new company is incorporated on the 3 March 2025, the count will begin from the 4 March, and 30 days later, if the BO filing is not submitted, the company will incur penalties on the 3 April 2025.

Register of Members (ROM)

Trustee(s)

Q: Does the register of members distinctly represent the status of the shareholder as either a corporate trustee or an individual trustee?
A: Trustees are registered in the same manner as individual shareholders. The legislation does not require the identification of a shareholder as a Trustee.

Identifier Number

Q: Can the same identifier be used for all registers?
A: Identifiers issued to directors are unique and can only be used for the register of directors. However, the same identifiers for members and beneficial owners may be used between the register of members and the register of beneficial ownership.

Annotations

Q: In reference to section 66(8) of the BVI Business Companies Act, what methods are available for the register of members to exhibit annotations related to mortgages and charges?
A:  Select the "Add Mortgagee/Chargee" button on the main screen when filing the register of members.

Share Certificate Numbers

Q: Can I include a share certificate number when filing the register of members so it can be displayed?
A:  VIRRGIN will accept the share certificate details if you wish to enter them; however, this information will not be reflected on the register.

Display of Shareholders on Register

Q: What is the meaning of the abbreviation "S/No."?
A: The S/No. is a sequential numbering format the system generates. Shareholders are listed based on the alphanumeric identifiers allocated to each shareholder.

Filing of an Exemption

Q: Will a register of members be generated and dispatched when an exemption is filed?
A: Registers are not generated for exemption filings.

Refiling a Register of Members

Q: Is it a requirement for registers of members submitted before the 2025 amendment of the Act to be filed again if there are no changes to the members?
A: Yes. All entities must file a register of members as stipulated by section 43A and the Transitional Provisions section 60L.

Legitimate Interest

Q: Is there a mechanism for a person with legitimate interest to request the information confidentially? For example, when an insolvency practitioner or legal professional is investigating suspected financial or business misconduct and makes a request, alerting the BO of the request puts the investigation at risk.
A: "Regulation 25 of the BVI Business Companies and Limited Partnerships (Beneficial Ownership) Regulations, 2024 emphasises restricted access to beneficial ownership information only to designated competent authorities and law enforcement agencies."

Bands of Interest

Q:  The regime requires BO reporting of exact percentages, e.g., 27% or 39%. Even the tiniest change in ownership triggers a full new filing. What would be much more attractive would be for percentages of ownership to only trigger new filings where the relevant bands were passed, i.e., where ownership exceeded 10% or 25%.
A: The Commission is in the process of establishing bands of interest, which would trigger new filings to reflect certain changes to beneficial ownership percentages.

Filing Errors
Filing errors should be communicated to the BO Unit at [email protected] or the help desk at [email protected].

Penalty Fees
In circumstances where the transaction is not yet available in the VIRRGIN System, the Commission will not issue penalties for non-compliance with filing deadlines. However, Agents should file and/or submit a list of the entities whose ability to conduct required filings may be impeded to ensure that penalty fees are reversed/removed where applicable, as determined by the Registrar.

Penalties Levied – Late Filings
Penalties are initiated after the expiration of the specified period and are counted based on calendar days. Agents should be mindful of holidays and other events that may interrupt business and plan to make filings in a timely manner to avoid penalties.

Timelines
Implementation of the regime anticipated that various filing transactions would be rolled out incrementally and in accordance with pre-determined timelines. An updated schedule detailing the timelines/dates of expected launch dates for key transactions can be accessed here on the Commission’s website. The Commission is committed to providing updates as necessary, as the dates may be subject to change. 

Batch/Bulk Filing
The Commission is aware that most Agents prefer to utilise batch/bulk filing to facilitate their filing obligation, given the large volume of filing to be done. The development team is currently finalising the schema for batch/bulk filing, which will be shared with all Agents ahead of the function’s launch. This advanced notice will enable Agents to align their filings with VIRRGIN requirements. The schema is tentatively scheduled for completion by 31 March 2025. Any updates will be shared with the Industry as appropriate.

FAQs
The FAQs published on the Commission’s website will be updated to provide further guidance on some of these key queries and other pertinent matters associated with the implementation, including: 

• Amendments and Changes
• Bulk Filing
• Joint Shareholders 
• Trustees (ROM)
• Subsidiaries (Exempted)
• Listed Companies (Exempted)

The updated FAQs will be published by the second week of March and periodically thereafter. For assistance, you may contact the BO Unit by emailing your queries to [email protected] or through the help desk at [email protected].

Timely Filings and Compliance
The Commission encourages stakeholders to continue to file BO information as it becomes available. This will help ensure compliance with the filing requirements and deadlines and demonstrate the regime's effectiveness and adherence to international standards.

The Commission acknowledges the continued support of industry practitioners and stakeholders as it implements the new BO Regime and updates the VIRRGIN platform to comply with legislative amendments. Questions or concerns in relation to this circular should be directed to [email protected] or through the help desk at [email protected].