The British Virgin Islands (BVI) is a well-known and widely used offshore jurisdiction. It offers several attractive benefits, such as low favourable tax conditions, strong privacy laws and a straightforward company formation process. These features have made the BVI a preferred choice for entrepreneurs and international businesses alike.
At CSG Advisory, we help international clients open company in British Virgin Islands (BVI). Our all-in-one service package covers every stage of the process, including company registration, opening a corporate bank account and ongoing corporate support such as company formation, providing a legal registered address, doing accounting and tax and payroll management services. With our expertise, you can register company in BVI quickly and in full compliance with local regulations.
On 2 January 2025, several key amendments came into force in the British Virgin Islands (BVI). Companies operating in or through the BVI must now align with the updated legal requirements to maintain good standing and avoid penalties.
Key Highlights
Below are the most impactful changes:
Register of Members
All BVI companies must file a copy of their Register of Members with the Registrar of Companies.
Filing Deadlines:
- New companies or those continuing into the BVI: within 30 days of incorporation or continuation;
- Existing companies: by 2 July 2025;
- Any changes to the register: must be filed within 30 days of the change: Nominee shareholders must be disclosed, including details of the nominator;
Register of Directors
Companies must now appoint their first director within 15 days of incorporation (previously 6 months).
If using a licensed professional director, the company must disclose:
- Whether the appointment is of a corporate or individual director;
- Name and address of the person represented, if applicable;
Filing deadlines for these disclosures:
- New companies: within 15 days of director appointment;
- Existing companies: by 2 July 2025; From 2023, the names of the directors will be publicly available (whether they use nominees or the client uses their own). Other personal information and former directors will not be accessible.
Beneficial Ownership (BO)
BO is now defined strictly as a natural person who ultimately owns or controls the company. BO information must be filed with the Registrar of Corporate Affairs (ROCA) replacing the BOSS system.
Filing Deadlines:
- New or continued companies: within 30 days of incorporation or continuation. Existing companies: by 2 July 2025;
- Changes in BO information: within 30 days;
- Certain exemptions apply, including listed companies and qualifying BVI funds;
- Registered Agents must ensure the accuracy and timely filing of changes in BO data;
Certificate of Good Standing (COGS)
As of 2 July 2025, companies will only be issued a COGS if:
- All outstanding fees and penalties are paid;
- Required filings are complete, including:
- Register of Members
- Register of Directors
- Register of Beneficial Ownership
- Annual Financial Return
Until then, COGS may include disclaimers such as “No Register of Members Filed.”
Penalties
From 2 January 2025, amendments to the BVI Business Companies Act have come into effect, bringing stricter compliance requirements and higher penalties.
- Late filing of annual returns with the registered agent can now lead to fines of up to US$50,000;
- Inaccurate or outdated beneficial ownership records may result in penalties of up to US$75,000;
BVI companies are also required to fully cooperate with regulators and law enforcement, and the Financial Services Commission has been given wider powers to request information about a company’s business or operation.
If you have any questions or need further clarification regarding the recent amendments to the BVI Business Companies Act, our team at CSG Advisory is here to assist. Our experts can guide you through the compliance requirements, help you stay aligned with regulatory changes, and support you in growing and managing your business in the British Virgin Islands with confidence.
