Industry Circular 20 of 2025 - Registry of Corporate Affairs Update

REGISTRY OF CORPORATE AFFAIRS UPDATE
 

The BVI Financial Services Commission (the Commission) hereby issues the following update regarding the filing of Beneficial Ownership (BO) information, obtaining certified copies of registers of members, and the restoration of struck off and dissolved companies.  Industry practitioners are asked to take note accordingly.

Filing of Beneficial Ownership Information

The batch/bulk filing function, which includes bands of percentage interest and the occupations list to facilitate the filing of BO information, is available with effect from 22 May 2025. The activation of the highly anticipated batch/bulk upload feature means that agents and practitioners can now upload BO information in large batches. Nevertheless, ROCA recommends that uploads be limited to a cap of 200 BOs initially to allow for system monitoring at this time.

Possible Extension to File BO

The Commission is assessing the progression of the BO regime since its launch on 2 January 2025 to determine whether extending the transitional period beyond 30 June 2025 will be necessary. If a determination is made that the extension is necessary to ensure compliance, the filing of BO information by the revised deadline will be facilitated without penalty to existing Business Companies and Limited Partnerships. The Commission expects to announce its position on the extension by Friday, 30 May 2025.

Occupations List

As previously confirmed in Industry Circular No 16 of 2025, the function to file BO information will include a dropdown to select the Beneficial Owner's occupation. Several suggestions for additional occupations have been submitted to the Registrar, and the list has been updated to incorporate most suggestions. The revised list of occupations is available HERE.

No immediate changes will be made to the list after the deployment of the batch/bulk template. This is to ensure that when filing BO information in batch or single filing, the data exported from the Agent’s system regarding the occupation is aligned with a specific occupation in the dropdown. Any occupation submitted that is not in the dropdown will result in the batch being rejected; therefore, if a specified occupation is not on the list, it should be identified as ‘other’.

Agents and practitioners should also note that for registers already filed, the system will automatically match the occupation filed with the occupation list. For those that cannot be matched to the list, the system will place them under ‘other.’ However, the occupation displayed on the register will reflect what was stated in the text box.

Timelines

The Commission is committed to providing updates, as some dates may be subject to change. An update to the schedule detailing the timeline for the launch of key transactions will be provided by Friday, 30 May 2025. The Commission appreciates the continued patience of the practitioners and stakeholders as it progresses toward full implementation and regularisation of the BO regime.

Bands of Percentage Interest for BO Filings

Agents and practitioners are reminded of the bands of percentage interest adopted to facilitate BO filings. The list of the ownership bands which will be recorded on the BO register is noted below:

Filing fictitious BO information in VIRRGIN as a Test

Agents and practitioners are asked to refrain from filing fictitious BO information to test the VIRRGIN system and to verify that a filing will be accepted. VIRRGIN users should be aware that filing false information or knowingly submitting inaccurate information to the Commission is an offence for which enforcement action can be taken and which is punishable by a penalty fee being assessed to the entity. Accordingly, agents should not resort to this method but rather, should seek appropriate assistance and guidance from the ROCA support team. Please submit your queries to [email protected] or [email protected].

Queries related to this Industry Circular should be directed to [email protected].