Procedural Guidance for filing particulars of Directors (Updated July 27)

Section 118B (11) of the BVI Business Companies Act (as amended) provides that particulars of directors referred to in section 118A shall be in such form as the Registrar may determine.  These guidance notes provide additional information on the format required by the Registrar for the filing of particulars of directors of BVI business companies.

Filing of particulars of directors of BVI business companies with the Registry of Corporate Affairs will be facilitated using the FSC’s VIRRGIN system.  An agent may elect to file particulars of directors for a single company (individual company filing) or in a batch (multiple companies filings).  The information required in both instances is the same and is prescribed by legislation. 

General Approach to filing particulars of directors

From the VIRRGIN interface, a user will select whether they wish to file for a single company or a batch.  The user is given the option at this point to make the filing (particulars of directors) public (section 118B(4) BVIBCA). The system default is PRIVATE. The user must explicitly select PUBLIC to make the directors details part of the public record of the company.

Single Company Filings (particulars of directors)

For single company filings, the user will be taken to a data entry screen with fill-in/editable fields for the particulars that are required for individual or corporate directors.  The user may enter any number of director details for the individual company until all directors’ details have been entered.  When the user has finished entering director details the transaction is submitted for processing.

Batch Company filings (particulars of directors)

For multiple company filings (filing batches), the user will select multiple companies filings from the menu options and upload a data file containing director details for up to 150 companies.  Agents may use the data file template provided by the FSC.  The template is available on the FSC website or may be downloaded directly from within VIRRGIN.  Use of the FSC template is not mandatory. 

Tips for using the FSC template: (Click here for template)

1.      Use Microsoft Excel and enable macros

2.      Open the FSC template which is actually a data entry form

3.      Accurately complete data fields with information of the correct data type
         (e.g. only dates in the prescribed format in a date field

4.      Data in the fields must be in English

5.      Each data element must be in a separate or unique field

The FSC data entry form template is intended for use where the agent DOES NOT have the director data in electronic format and wishes to create an electronic data file for submission. To use the FSC template where the agent already has the information in an electronic format, the data must be populated to match corresponding fields in the FSC template.  After entering all data, the document is submitted via the VIRRGIN function.  

For agents who elect to use another template the following rules apply:

1.      all the data fields required by the legislation must be included in the data file

2.      each data element must reside in a unique field

3.      data relating to a single company must reside in the same table

At the request of an agent the FSC can prepare a staging table structure and pass it to the agent. Please send special requests for database assistance to [email protected] (subject: database assistance).  Requests are being accepted now and will be processed in the order received.  The technical team will advise on any additional information required to assist with database staging once details of the request have been received.

In order to provide assistance with databases or converting and readying data from an existing source, the FSC will need to know:

1.      the database being used?

2.      whether the data is stored in a single or multiple tables?

How the batch filing option works

Once a batch has been submitted it must be processed by the FSC before it is available for review (see meaning of review in the following paragraph) and filing.  Batch processing is completed usually within an hour of submission. During times of peak activity or heavy batch submission, batch processing times may be longer.  When the batch is processed by the FSC, a R410 transaction will be created for each company in the batch.  Please limit batches to 150 companies per batch or less.

The VIRRGIN user will be able to see a list of batches in the batch filing area.  The list will include a batch number, batch date and status for each batch. The VIRRGIN user can proceed to final submission (filing) batches with a status of Ready for Review. 

Agents may return to batches (and batch details) as often as they wish while the batch is open for review. Individual director details with a status ‘OPEN’ may be changed at this point. 

Reviewing a batch

 Reviewing a batch that has been processed by the FSC allows the agent to edit any details that were uploaded using the data file provided by the agent.  This allows for changes to details to correct errors that may have been detected by the user after the file was uploaded. 

PLEASE NOTE THAT THE FSC WILL NOT REVIEW OR EDIT ANY INFORMATION PROVIDED IN DATA FILES.

Filing the particulars of Directors

Once the agent has finished reviewing the information in the batch, individual companies or the entire batch can be filed by selecting some or all of the companies.  Final processing of reviewed batches (the actual filing acceptance) will take place during non-peak hours.  This processing restriction is due to the heavy database activities that are required to make these substantial additions to the company files as there may be as many as 150 companies per batch.

Once the director filing has been completed the agent will receive the usual VIRRGIN confirmation email. The confirmation email will include a link for the user to access the particulars of a company’s directors in table format.  Each director will be assigned a unique, system generated, and random director number.

 

Frequently Asked Questions

What is the format for input of director details?

For single company director filings, the user will enter details directly into a VIRRGIN data entry screen.

For multiple company (batch) filings, the Agent will upload director information for up to 150 companies using a data file (e.g. Excel or other spreadsheet or database export data file).

Will agents still need to attach a pdf document with director information?

No, pdf attachments will no longer be required or accepted.

Can an agent export information from its system and upload it to VIRRGIN?

Yes, the FSC will provide support to agents who wish to export information from proprietary databases for upload to VIRRGIN.  However, there are some constraints.  Please send a request for assistance to [email protected] (subject: database assistance).  The FSC will need in the initial request, the database type and storage format (single or multiple tables) as well as the name of a technical contact.

Is an agent required to make changes to its systems to prepare for filing?

No, an agent is not required to make any changes to proprietary databases to upload data to VIRRGIN.  The agent has several options including using the template provided by the FSC to prepare the required data, performing data entry using VIRRGIN and requesting special assistance from the FSC to prepare data exported from its databases into a format that can be used with VIRRGIN.

What type of confirmation is provided as proof of a filing of Director particulars?

For single company filings, a regular VIRRGIN confirmation email is sent to the appropriate user when the filing is completed.  For batch filings once the transaction is completed, the agent will receive a confirmation email and a link to the details of the directors of each company in table form.

Do agents have to use the FSC template?

Use of the FSC template is not mandatory.  Please be aware that if using your own template for a data file the information should be organized in the same way as the FSC issued template and should contain the same fields and data elements.  To avoid incompatibility issues and delays we suggest that you submit your proposed data file for review to [email protected] before attempting an upload or submission using VIRRGIN.  An optimal batch size is 150 companies or less.

 
Can I review documents once they have been submitted?

Yes, all entries may be reviewed by the user prior to final filing.  Once the transaction has been completed, an amendment to the Register must be filed to amend or update the Register.

Who can submit batch filings?

During the filing period that does not attract a fee, any VIRRGIN user on the agent account can submit a batch for processing. During the filing period where fees apply to the transaction, the regular VIRRGIN rules apply where only a properly authorized user may commit funds and therefore complete filing of the transaction.

Who has access to batch filings?

Any authorized VIRRGIN user on the agent account can access batch filings.

If a batch is being reviewed by one User, can it be reviewed simultaneously by another user?

No, the batch is locked to a single user for processing.