Register of Directors for BVI Companies: Maintenance and Filing Obligations
23 May 2016
As previously advised, the BVI Business Companies Act (the "Act") has been amended to introduce a requirement for all British Virgin Islands ("BVI") companies to file a copy of their register of directors with the Registrar of Corporate Affairs of the BVI (the "Registrar") and to expand the information required to be maintained on the register for each director.
From 1 April 2016, all newly incorporated companies (each a "New Company") need to file their register of directors with the Registrar within 21 days of the appointment of its first directors, and all companies existing before 1 April 2016 (each an "Existing Company") are now required to file their register of directors with the Registrar by 31 March 20171 (each an "Initial Filing"). The Initial Filing for Existing Companies need only contain details of the directors at the time of filing. Details of past directors are not required to be filed for Existing Companies.
Particulars Required to be Maintained
As well as requiring the filing of the register of directors, the amendments to the Act expand the content of the register of directors. The Act now requires that the register of directors contains the following information:
|Individual Directors||Corporate Directors|
|Full Name||Corporate Name|
|Former name, if any, unless changed by deed poll or other legal means or disused for more than 10 years*||Corporate or registration number, if any*|
|Date of appointment as a director||Date of appointment as a director|
|Date of cessation as a director||Date of cessation as a director|
|Address for service of documents*||Registered office or principal office|
|Usual residential address, if different to the address for service||Address, save where the corporate director is a BVI company*|
|Date of birth*||Date of incorporation or registration*|
|Place of Birth*||Place of incorporation or registration*|
Each of the items marked above with an asterisk (*) is a new requirement and this additional information must be added to all existing register entries for directors of Existing Companies.
Changes to the Filed Register
Where there is a change made to a filed register of directors, whether due to the appointment of a new director, the resignation of an existing director or the change of an existing director's details, particulars of the amendment to the register of directors must be filed within 30 days of the changes occurring (a "Change Filing").
Phased Registry Fees and Penalties
While Existing Companies have until 31 March 2017 to file their register of directors with the Registrar, the amendments to the Act provide an incentive to Existing Companies to file their registers earlier than the final deadline by providing that the filing fees 2 payable to the Registrar be phased in over time, as follows:
| Company Type
||Filing||Date range||Registry Fee (USD)|
||Initial Filing||From 1 April 2016||50|
|Existing Company||Initial Filing||1 April – 30 September 2016||0|
|Initial Filing||1 October 2016 – 31 March 2017||25|
|Initial Filing||From 1 April 2017||50 plus penalty (see below)|
|All||Change Filing||Following the Initial Filing||50|
Failure by New Companies or Existing Companies to file on time will incur a penalty payable to the Registrar which will be levied and payable when the register or particulars of the change are filed, as follows:
|Company Type||Offence||Penalty (USD)|
||Failure to file within 21 days of the appointment of first directors||100|
||Failure to make Initial Filing on or before 31 March 2017 or the date of any extension granted:|
|(a) For the first month or part thereof;||300|
|(b) For the next 3 months or part thereof after (a);||500|
|(c) For the next 3 months or part thereof after (b);||750|
|(d) After the end of the period specified in (c), for each month or part month thereafter||1000|
|All||Failure to file changes in particulars within 30 days||100|
What do you have to do?
Clients are required to provide the director information to Maples Corporate Services (BVI) Limited ("MCS") as your registered agent so that MCS is in a position to update the register of directors of your company with the requisite details. In addition, you will need to provide consent to MCS to make the Initial Filing and pay the applicable filing fees.
Your contact at Maples and Calder will be in touch with you shortly with regards to obtaining, for each Existing Company: (i) the details required for the expanded register of directors to the extent not previously provided to MCS; and (ii) your consent for MCS to make the Initial Filing of the expanded register of directors on behalf of the company.
1 It is possible to apply for an extension of up to six months in certain circumstances and only where the company has taken steps to comply with the filing obligation.
2 In addition to the Registry fees, Maples Corporate Services (BVI) Limited charges a fee per filing.
Managing Partner British Virgin Islands
T: +1 284 852 3027
Regional Managing Partner - Asia Singapore
T: +65 6922 8402