Scope of Application

• Covered entities: BVI business companies and limited partnerships incorporated before 2 January 2025, including those struck off or dissolved before that date but not yet finally liquidated.
• Excluded entities: Companies incorporated on or after 2 January 2025; beneficial ownership information of regulated financial institutions or listed companies may be partially exempt, but the register of members and director service information remain mandatory.

Mandatory Filing Items (with Statutory References)

• Register of Members (Section 41): Full details of every shareholder’s name, registered address, class and number of shares held.
• Director Service Information (Sections 43A, 96A): Disclosure of director identities (including corporate directors) and service provider details, including registered agent or company secretary.
• Beneficial Ownership Information (Sections 118, 118A(1A)): Identity, nationality, address and control percentage of ultimate beneficial owners (UBOs) with >25% ownership or control; where no qualifying UBO exists, a formal nil-return declaration must be filed.

Submission Requirements

All filings must be submitted electronically via the BVI Companies Registry Portal with mandatory digital signature. Paper submissions are no longer accepted. Following initial filing, annual updates of any changes are required.

Legal Consequences of Non-Compliance

• Fines: Accrue monthly, up to a maximum of USD 50,000.
• Compulsory Strike-Off: The Registrar may remove the company from the register, resulting in asset freeze and inability to enforce contracts.
• Restoration Costs: Reinstatement requires payment of substantial restoration fees plus accrued penalties.
• Cross-Border Implications: Triggers anomalous CRS/FATCA reporting, potentially prompting investigations by home-jurisdiction tax authorities.

Recommended Execution Timeline

• Q3–Q4 2025: Initiate internal data collection; verify completeness of shareholder, director and UBO records.
• November 2025: Liaise with registered agent to obtain portal access credentials and conduct system testing.
• December 2025: Finalize internal compliance review and submit filings.
• 1 January 2026: Absolute deadline; original penalties resume immediately thereafter.

Triide Conclusion

The extension represents a compliance window, not a relaxation of standards. Companies should commence the process without delay to avoid last-minute system congestion or data errors. Engaging a professional corporate services provider will help to significantly mitigate operational risk at a cost far below potential fines and reputational damage.Talk to us today to find out how we can help with your business compliance.