British Virgin Islands: The BVI Business Companies (Amendment) Act, 2015

Last Updated: 11 January 2016
Article by Clinton Hempel, Sharon Mungall, Claire McConway and Rachael L Pape

The BVI Business Companies (Amendment) Act, 2015 (the "Amendment Act") was enacted in the BVI House of Assembly on 21 December 2015 and is due to come into force shortly. The Amendment Act introduces a number of important changes to the provisions of the BVI Business Companies Act (the "Act") which are anticipated to have a beneficial effect for companies registered in the British Virgin Islands (the "BVI").

The key changes to be introduced by the Amendment Act include:

  • confirmation that registered agents are required to act on the instructions of the directors of companies registered in the BVI ("BVI companies")
  • the introduction of the ability for legal practitioners to settle fees of a BVI company upon a change of a BVI company's registered office or registered agent;
  • the introduction of a time limit of 14 days for a BVI company to inform its registered agent of any changes to its private register of charges;
  • the introduction of a requirement for all BVI companies to file a register of directors with the BVI Registrar of Corporate Affairs (the "Registrar")
  • clarification of the provisions regarding the issue of bonus shares, the issue of shares for non-cash consideration and the ability of shareholders to surrender shares;the introduction of provisions allowing a BVI company to enter voluntary liquidation notwithstanding the fact that it has security interests registered against it;
  • changes to the requirements relating to the execution of deeds governed by BVI law;
  • the removal of the requirement for BVI companies which are listed on recognised stock exchanges to keep a register of members containing the information required pursuant to the Act and instead allowing the BVI company to determine the contents of its register of members;
  • the removal of the need for a written instrument of transfer in respect of the transfer of shares in BVI companies listed on recognised stock exchanges;
  • changes to the provisions applicable to companies seeking to continue into or out of the BVI; and
  • confirmation that arbitration clauses may be included in the articles of association of BVI companies.

Registered Agents

A new Section 91B of the Act states that, subject to the memorandum and articles of association of a BVI company (the "M&A"), registered agents are required to act on the instructions of the directors of BVI companies where: (i) the instructions are set out in resolutions of the directors of the relevant BVI company; and (ii) copies of the resolutions are provided to the registered agent. Registered agents are no longer required to seek confirmation from their client of record before acting on any such instructions. Subject to the terms of a BVI company's M&A, the new Section 91B also confirms that a registered agent must recognise and accept the appointment or removal of a director or directors by the members of a BVI company.

The Amendment Act also amends Section 92 of the Act, allowing legal practitioners to pay any relevant fees due by the BVI company when filing a notice of change of registered office or registered agent. This should help streamline the process of changing a BVI company's registered agent, particularly where the outgoing registered agent refuses to cooperate with the process.

Register of Charges

The Amendment Act amends Section 162 of the Act and obliges each BVI company, where its private register of charges is maintained by its registered agent in the BVI, to provide details of any changes to the register of charges to its registered agent within 14 days of such changes occurring.

Register of Directors

The Amendment Act amends Section 118 of the Act, inserting a new Section 118B which requires all existing BVI companies to file their register of directors with the Registrar by 31 March 2017. New BVI companies will be required to file their register of directors within 14 days of the appointment of their first directors. Updated registers of directors will need to be filed with the Registrar within 21 days of any change being made. Failure by a BVI company to file its register of directors with the Registrar within these deadlines will result in a fine of US$100 together with an additional fine of US$25 for each day after the deadline on which the failure continues.

All BVI companies existing as at the coming into force of Section 118B will be permitted to file their register of directors without incurring any government filing fees provided that they file before 30 September 2016 (or a government filing fee of US$25 if they file before 31 March 2017). BVI companies incorporated after Section 118B comes into force will be required to pay a government filing fee of US$50 to file their register of directors. A government filing fee of US$50 will also be payable by all BVI companies in respect of any changes made to the register of directors.

The filed registers of directors will not be publicly available (unless the BVI company elects for the filing to be public) and may only be obtained by: (i) the relevant BVI company; (ii) its registered agent in the BVI; (iii) a person authorised in writing by the BVI company to have access to it; (iv) a court order; or (v) a competent authority acting in the exercise of its powers as a regulator of financial services business, tax administrator or law enforcement agency or dealing with a matter for which it has authority under an enactment (e.g. obligations imposed by automatic exchange of tax information under, for example, FATCA).

These amendments do not apply to the filing of the registers of members and registers of charges of BVI companies which continue to be voluntary.

Bonus Shares

The Amendment Act clarifies, by the insertion of a new Section 47A, that bonus shares issued by a BVI company will be deemed upon issue to have been fully paid unless the provisions of the BVI company's articles of association state otherwise.

Issue of Shares for Non-cash Consideration

The Amendment Act has simplified the procedure for issuing shares for non-cash consideration by amending Section 48 of the Act. The Amendment Act provides that the resolutions of the directors must now simply state: (i) the amount to be credited for the issue of the shares; and (ii) that in the opinion of the directors, the present cash value of the non-cash consideration and cash consideration (if any) is not less than the amount to be credited for the issue of the shares. The amendment confirms that consideration for shares can be made up of both cash and non-cash consideration and removes the need for directors to make a determination of the reasonable present cash value of the non-cash consideration for the issue.

Surrender of Shares

The Amendment Act explicitly confirms by amending Section 59 of the Act that shareholders are permitted to surrender fully paid shares in BVI companies where the shareholder agrees to the surrender in writing. The Amendment Act also clarifies that such a surrender will not constitute a distribution for the purposes of the Act.

Voluntary Liquidation

The Amendment Act amends Section 197 of the Act to permit a BVI company to enter voluntary liquidation notwithstanding the fact that the BVI company has outstanding security interests noted on its register of charges. The voluntary liquidator of the BVI company will be required to apply the BVI company's assets in accordance with the rights and priorities of the claims of the secured creditors of the BVI company.

Execution of Deeds

The Amendment Act amends Section 103 of the Act to permit pre-executed pages (whether under hand or under seal) to be attached to a deed or instrument governed by BVI law. Provided that the consent of the signatory is provided in respect of the attachment of its pre-executed signature page(s) to the deed or instrument, such instrument/deed will be considered to be validly executed. This effectively abrogates the uncertainty arising from the decision in the UK in the case of R (on the application of Mercury Tax Group Ltd and another) v HMRC & Others [2008] EWHC 2721.

The Amendment Act also clarifies that non-BVI entities executing deeds or instruments under seal governed by BVI law can rely on the requirements for execution of documents in the jurisdiction in which the entity is incorporated. Provided that such requirements have been satisfied, the deed or instrument will be considered to be validly executed by the non-BVI entity.

BVI Companies Listed on Recognised Stock Exchanges

Along with expanding the list of recognised stock exchanges, the Amendment Act removes the requirement for BVI companies listed on recognised stock exchanges to maintain a register of members in accordance with Section 41 of the Act. The Amendment Act instead allows such BVI companies to determine the information to be included in their register of members, either in their M&A or by a resolution of shareholders, giving listed BVI companies the flexibility to operate in accordance with the rules of the relevant stock exchange.

The Amendment Act also introduces a new Section 54A which removes the requirement for a written instrument of transfer for the transfer of shares of BVI companies listed on recognised stock exchanges. The transfer must however be carried out in accordance with the laws, rules, procedures and other requirements of the relevant stock exchange, the BVI company's M&A and the Listed Companies and Funds Regulations.


The Amendment Act amends the provisions relating to the continuation of companies into and out of the BVI.

Where a company is seeking to continue into the BVI, the Registrar may rely upon a certificate issued by a director of the foreign company confirming that the company has complied with the requirements under Section 180 of the Act provided that the certificate is: (i) in the approved form; (ii) signed by the director; and (iii) notarised and accompanied by an extract of the law under which the company is permitted to continue into another jurisdiction.

Where a BVI company is seeking to continue into a foreign jurisdiction and has security interests registered against it, the Amendment Act allows for such BVI company to provide a written declaration to the Registrar specifying that: (i) notice of release or satisfaction of that charge has been filed and registered in accordance with the Act; (ii) if the charge has not been released or satisfied, that the chargee has been notified in writing of the proposed continuation and has consented or not objected to the continuation out of the BVI; or (iii) if the charge has not been released or satisfied and after notification of the continuation has been sent to the chargee, the chargee has not consented or has objected to the continuation, that the chargee's secured interest will not be diminished or in any way compromised by the continuation into the new jurisdiction. A BVI company seeking to continue into another jurisdiction must also file a declaration with the Registrar confirming that the laws of the jurisdiction into which the BVI company wishes to continue permit continuation and that the BVI company has complied with those laws. In addition, where the continuation into a foreign jurisdiction requires the Registrar to issue a certificate of discontinuance, the Amendment Act confirms that the Registrar may rely on a provisional certificate of continuance from that foreign jurisdiction in order to issue the certificate of discontinuance.


The Amendment Act inserts a new Section 10A into the Act allowing for the articles of association of BVI companies to include arbitration clauses. This does not change the existing position, but rather codifies the existing common law as a result of the enactment of the Arbitration Act, 2013.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Similar Articles
Relevancy Powered by MondaqAI
In association with
Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions