BVI - New Obligation - Register of Members and Beneficial Owners

Under the legislative change that came into effect on January 2, 2025, all companies incorporated on or after that date under the BVI Companies Act will be required to file with the BVI Registry a copy of their Register of Members (“RoM)” and Register of Beneficial Owner within 30 days of the date of its incorporation or, continuation to the British Virgin Islands.

With respect to companies formed before January 2, 2025 (companies that were active at the time of the enactment of the law), the filing of the Register of Members and the Register of Beneficial Owner must be carried out by June 30, 2025 and must reflect only the current beneficial members and owners of the company (not the historical members who have already served in such a capacity).

The Registers should list all shareholders (partners) and Beneficial Owners of the company, their addresses, the number of shares they hold and the date they became members.

Although the Register of Members and Register of Beneficial Owner must be filed with the BVI Registrar of Companies, they will not be accessible to the public.

Penalties for non-compliance with the initial filing start at $200.00 and can go up to $2,400.00.

The procedure for submitting the information with the respective BVI Registered Agents has not yet been disclosed and as soon as we have greater clarity, we will contact you.

After the initial filing, if the company changes its Members or Beneficiary Owners, it will be necessary to proceed with a new filing with the Registry of Companies within a maximum period of 30 days from the date of the change. The amount charged associated with this change will be sent and provided according to each provider upon request.

It is essential to emphasize that this will not be an annual obligation of the BVI companies, and there will only be a need for a new filing if there is any change in Members or Beneficial Owners.

Due to the obligation to comply with this new local requirement for all companies domiciled in the BVI, we would like to advise you that there will be an additional and one-time fee this year on each company's renewal invoice in the amount of US$300.00. This amount includes the fee charged by the Registered Agent, the Registrar of Companies, as well as the service of Assure International Services LLC in submitting the information for filing.

We are available should you have any questions.

Team Assure