Beneficial Ownership Obligations for BVI Entities

Overview

Since 2 January 2025, a new requirement was introduced by the BVI Business Companies and Limited Partnerships (Beneficial Ownership) Regulations, 2025 (the BO Regulations) which addressed new requirements for reporting beneficial ownership information.

All BVI Business Companies and Limited Partnerships must now file details of their beneficial owners with the BVI Registry of Corporate Affairs through their registered agent using the VIRRGIN online filing system (replacing the previous BOSS system).

Filing deadlines

Existing entities

Entities incorporated before 2 January 2025 have a transition period and must:

• Submit all required BO information by 1 January 2026.

New entities

Companies and partnerships incorporated, registered, or continued into the BVI on or after 2 January 2025 must:

• File beneficial ownership information within 30 days of incorporation/registration/continuation.
• File updates within 30 days whenever ownership or control changes (for example, a new shareholder or a change in voting control).

Additional registers that must be filed

Alongside BO information:

• BVI companies must file their Register of Members.
• Limited Partnerships must file:
• the Register of General Partners, and
• the Register of Limited Partners.

Who needs to file full Beneficial Ownership information?

All BVI entities must file BO information unless an exemption applies.
Entities that do qualify for an exemption must still make a filing, but they file the exemption, not the full BO particulars.

Who can claim an exemption?

1. Listed BVI Entities

Entities listed on a recognised stock exchange.

2. BVI-Regulated Investment Funds (“Specified Funds”)

Funds holding any of the following licences:

• Approved Fund
• Incubator Fund
• Private Fund
• Professional Fund
• Public Fund
• Private Investment Fund

To rely on this exemption, the fund must confirm:

• The name of the BVI-licensed service provider responsible for holding its beneficial ownership details, and
• That the provider can supply the BO information within 24 hours if requested.

(It is intended that Foreign Funds regulated in equivalent jurisdictions will also qualify.)

3. Entities where shares are held by a licensed or regulated trustee

An exemption applies where:

• A BVI-licensed trustee, or
• A foreign trustee regulated for AML/CFT/CPF purposes

holds the shares on behalf of a trust.

If the trustee is not regulated (in the BVI or elsewhere), the entity cannot claim an exemption and must file full BO details for:

• the trustee,
• the settlor,
• any protector,
• any vested beneficiaries, and
• (if any of these are companies) the individuals who own 10% or more of those companies.

4. Subsidiaries owned 75% or more by a qualifying parent

The parent must be one of the following:

• Another BVI entity that has already filed BO information or is exempt.
• A foreign investment fund that maintains BO records and can supply them within 24 hours.
• A company listed on a recognised exchange.

5. Government-owned entities

Companies where the BVI Government or a foreign government holds more than 50% of the shares or voting rights.

Simplified reporting for “exempted owners”

If a BVI company is not exempt itself but has an owner in its structure that qualifies for exemption, it can use simplified reporting by declaring that owner as an exempted owner.

What information must be filed?

For each beneficial owner who is a natural person:

• Full legal name (as on passport/ID)
• Former names or aliases (if any)
• Month and year of birth
• Date and place of birth
• Gender
• Occupation
• Nationality
• Residential address and country of usual residence
• Description of how the person owns or controls the entity
  (e.g., % shareholding, voting rights, control over board appointments)

If the beneficial owner is a legal entity:

• Name and any alternative names
• Incorporation or registration number
• Date of incorporation/registration
• Registered office address
• Jurisdiction
• Legal form and governing law
• Type of register
• Description of the interest or control held

For trusts or similar arrangements:

You may need to identify and file information for:

• Settlors
• Trustees
• Protectors (if any)
• Vested beneficiaries
• Anyone with ultimate effective control

What happens if you don’t file?

Loss of good standing

Entities that fail to file BO information or exemption claims on time will lose good-standing status.

Penalties

• Penalties apply per register starting from 2 January 2026.
• Penalties increase every month the entity remains non-compliant.
• Entities incorporated before 2 January 2025 that fail to file its registers before the deadline (1 January 2026) will be automatically liable to a penalty of $600 for the first three months of non-compliance, $800 for the second three months of non-compliance and will then be liable to be struck off by the Registrar at the end of the six months.
• New entities which fail to file their initial registers within the 30-day period will be liable to increasing penalties for each month that the register remains outstanding (up to three months) and will be liable to be struck off the Register.
• Significant administrative penalties can also be applied for failing to comply with the requirements of the BO Regulations. These penalties range from $10,000 up to $75,000 depending on the offence committed with the higher penalties applying to more serious offences such as:
  • Knowingly or recklessly providing false beneficial ownership information; or
  • Failing to provide adequate, accurate and up-to-date beneficial ownership information to the Registrar within the prescribed period.
• Additionally, entities that fail to collect, maintain and keep accurate and up to date beneficial ownership information may be liable to a penalty of up to $75,000.

Restoration requirements

To return to good standing, the entity must:

• Pay its penalties,
• File all outstanding registers, and
• Submit all required BO information.

Need help?

We are here to support you. If you have questions, or if you need help identifying your beneficial owners or assessing whether an exemption applies, please contact our team.