IMPORTANT NOTICE – BVI BUSINESS COMPANIES – FILING OF REGISTER OF DIRECTORS
1 March 2016
Regarding Filing Procedures
The requirement to file register of directors will be effective on 1 April 2016. For new companies, incorporated on or after1 April 2016, the first register of directors must be filed within 21 days from the date of appointment of first directors. For existing companies, incorporated before 1 April 2016, the first filing of the register must be completed before 31 March 2017.
At this time, we do not yet have confirmationfrom the registry as to the practical procedures of the filing. We can only anticipate that there will be certain facilities for bulk uploading of data to the registry’s system for existing companies. However, no official format has been provided and therefore it is not possible to predict the requirements for the filings. More details will be provided as they become available to us.
In view of the current situation, based on what is currently known and reasonably expected, our fees for the filing will be as follows. However, please be reminded that the fee schedule is subject to change, depending on the actual filing procedures and requirements as informed by the relevant parties from time to time.
- Existing Companies (incorporated before 1 April 2016):
Handling fee for filing the first register of directors of an existing company will be USD 125, plus applicable filing fee and penalties per schedule below:
- On or before 30 September 2016: USD 0
- On or before 31 March 2017: USD 25
- After 31 March 2017: USD 50, plus penalties (see below)
- FREE filing option
A free filing optionwill be available if data is submitted to us (i) in “specific data format”AND(ii) before 31 Aug 2016. The “specific data format” will be based on the actual filing procedures as specified by the registry. At this time, there is insufficient information available in this regard and therefore we are unable to confirm the required data format. We will provide the “specific data format” when it is made available by the registry.
- New Companies (incorporated on or after 1 April 2016):
For up to 5 directors, only the USD 50 statutory filing fee will be added to the invoice of the incorporation or shelf company. For companies with more than 5 directors, there will be an additional handling fee of USD 20 for each director exceeding 5.
- Changes in the Register of Directors (all new and existing companies after first filing)
Changes in the register of directors shall be filed within 30 days of the changes. The filing fee is USD 175, inclusive of the statutory filing fee of USD 50, for up to 5 changes (each appointment, resignation or change in particulars is considered 1 change). Anadditional USD 20 for each change thereafter.
Note on Data Security: We DO NOT use any third party service provider to process clients’ confidential corporate records. All corporate records are maintained by our in-house facilities. Clients can rest assured that information submitted to us are kept with strict confidence.
Particulars of Directors to be Registered
A company’s register of director shall contain the following particulars:
(A)Individual Director
(i)full name;
(ii)former name, if any, unless the former name was changed by deed poll or other legal means or disused for more than 10 years;
(iii)date of appointment as director or nomination as reserve director;
(iv)date of cessation as director or reserve director;
(v)address for the service of documents;
(vi)usual residential address, unless that address is the same as the individual’s address for the service of documents;
(vii)date and place of birth;
(viii)nationality
(B)Corporate Director
(i)corporate name;
(ii)corporate or registration number, if any;
(iii)registered office or principal office;
(iv)address, but if the corporate director is incorporated or registered in the Virgin Islands, its corporate or registration number only;
(v)date of appointment as corporate director;
(vi)date of cessation as corporate director; and
(vii)place of incorporation or registration and date of such incorporation or registration
- Where a person is or was formerly known by more than one name, each name must be stated.
Access to the Register of Directors filed
The copy of a company’s register of directors filed shall not be made available to any person except:
- on an order of the Court
- on a written request by a competent authority
(a)acting in the exercise of its powers as a regulator of financial services business, tax administrator or law enforcement agency; or
(b)for the purposes of dealing with a matter for which it has authority under an enactment, including pursuant to its obligations to a mutual legal assistance request received or made or to be made by it
- by the company, its registered agent or any other person authorized in writing by the company
Penalty for failure to file copy of register of directors
For existing companies, the penalty for failure to file a copy of its register of directors on or before the deadline of 31 March 2017 are as follows:
(i)for the first monthUSD 300
(ii)during the next 3 months after (i), addUSD 500
(iii)during the next 3 months after (ii), addUSD 750
(iv)thereafter, per month, addUSD 1,000
For new companies, the penalty for failure to file a copy of register of directors is USD 100.
For all companies, after the filing of its initial register of directors, the penalty for failure to file changes in the particulars in a register of directors is USD 100.
Actions Required
- As there are changes in the required information in the register of directors, the current registers of directors of your companies may not meet the new requirements. We urge clients to review their current registers and include the required information as soon as possible. A template of the data format will be available shortly.
- If clients are interesting in re-domiciling to or incorporating a new company in another jurisdictions, we offer convenient and cost effective solutions. Please contact us for details.
- A copy of the amendment is available upon request.