Requirement to file registers of directors – further urgent alert
As discussed in our Client Alert circulated in February 2016, the BVI Business Companies Act as amended by virtue of the BVI Business Companies (Amendment) Act 2015 and the BVI Business Companies (Amendment Act) 2016 required the filing of registers of directors of all existing BVI companies with the BVI Registry of Corporate Affairs (the “Registry”) by 31 March 2017.
From 1 April 2016, all newly incorporated companies have been required to file particulars of their directors with the Registry within 21 days of the appointment of their first directors.
Any company that failed to make such filings was subject to significant late filing and penalty fees.
The BVI Registrar of Companies (the “Registrar”) has recently been given further powers against companies that have still not complied and filed their registers of directors with the Registry.
1 October 2018
With effect from 1 October 2018, it will not be possible to obtain a certificate of good standing from the Registrar nor make any filings with the Registry in respect of a company that has not filed its register of directors. This is likely to impact on most companies doing business with third parties as it will not be possible to obtain a legal opinion or a registered agent’s certificate on such companies.
31 December 2018
After this date a company (that existed prior to 1 April 2016 or that was incorporated between 1 April 2016 and 31 March 2018) that has yet to file its register of directors will be struck off the register of companies by the Registrar with effect from 2 January 2019. Significantly, whilst struck off, the company and the directors, members and any liquidator or receiver of the company, may not carry on any business or in any way deal with the assets of the company or act in any way with respect to the affairs of the company.
Newly incorporated companies
Newly incorporated companies (i.e. companies incorporated after 31 March 2018) that have not filed their registers of directors will be struck off within 9 months of incorporation.
Late filing penalty cap and reduction
Following consultation with the financial services industry a welcome step has been taken to reduce (and cap) the maximum penalty for a late filing for companies in existence prior to 1 April 2016 from US$8,000 to US$5,000. Any Company that filed its register of directors late and paid a penalty in excess of US$5,000 is entitled to have such funds returned.
The late filing penalty for companies incorporated after 1 April 2016 is limited to US$100.
This alert is intended to be for the general information of the clients and professional contacts of Forbes Hare. It is not intended to be comprehensive and does not contain definitive advice. If you would like to receive further information, or more detailed guides on a range of BVI legal topics, please do not hesitate to contact:
Jose Santos, (Head of Corporate)
Stuart Bruce, (Corporate Associate)
Catherine Ross, (Head of Funds)
Karen Gilbert, (Head of Banking)