The British Virgin Islands (BVI) has overhauled its approach to company ownership disclosure in recent years.
What Is the BOSS Act?
The Beneficial Ownership Secure Search System Act, 2017 created a secure, non-public system to hold beneficial ownership information and make it searchable by BVI competent authorities, supporting anti-money laundering and tax transparency.
The Financial Investigation Agency (FIA) is the designated authority under the original framework for information exchange with the United Kingdom.
What Changed in 2024–2025?
Two major changes modernized the regime:
1. The BVI Business Companies (Amendment) Act, 2024 inserted section 96A requiring companies to collect and maintain beneficial ownership information and file it with the Registrar, generally within 30 days of incorporation or continuation.
2. The BVI Business Companies and Limited Partnerships (Beneficial Ownership) Regulations, 2024 and the 2025 Amendment Regulations set out definitions, deadlines, the inspection framework, penalties, and VIRRGIN filing processes.
Main Requirements for BVI Beneficial Ownership
Under the current BVI beneficial ownership laws and regulations, entities must comply with the following:
1. Identify Beneficial Owners
Determine who qualifies as a beneficial owner using the 10% ownership or control test.
2. Collect Prescribed Particulars
Record key details for each beneficial owner, including:
- Full legal name
- Nationality
- Date and place of birth
- Principal residential address
- Nature of ownership or control
3. File via VIRRGIN
Submit information through VIRRGIN using a Registered Agent, and ensure filings are adequate, accurate, and up to date.
4. Notify and Update Changes
- Beneficial owners must notify the entity of any change within 14 days.
- The entity must notify and file updates with the Registrar within 30 days of becoming aware.
Important: The Registrar hosts the statutory register used for filings and inspections. The original BOSS system remains a secure mechanism for competent-authority access and continues to support other reporting, such as Economic Substance integration.
Timeline of BVI Beneficial Ownership Amendments (2017–2026)
30 June 2017 — BOSS Act Commenced
The Beneficial Ownership Secure Search System Act (BOSS Act) came into force, requiring BVI companies and legal entities to maintain beneficial ownership information accessible by competent authorities.
2018 — Economic Substance Act
The Economic Substance (Companies and Limited Partnerships) Act was enacted, later integrated with the BOSS(ES) portal for economic substance reporting.
1 January 2023 — BVI Business Companies (Amendment) Act 2022
Major reforms took effect, including:
- Public access to the names of directors
- Struck-off company regime changes
- Requirements paving the way for expanded beneficial ownership rules
23 September 2024 — Business Companies (Amendment) Act 2024
The BVI Business Companies (Amendment) Act, 2024 inserted section 96A and related provisions on the collection, filing, and verification of beneficial ownership information.
4 December 2024 — Beneficial Ownership Regulations 2024
The Beneficial Ownership Regulations, 2024 were gazetted, setting the framework for filings and compliance under the updated regime.
2 January 2025 — VIRRGIN Filing Goes Live
The VIRRGIN platform began accepting beneficial ownership filings. New entities must file within 30 days of incorporation or continuation.
7 March 2025 — FSC Industry Circular 12 of 2025
The Financial Services Commission (FSC) issued Circular 12, providing detailed filing guidance and VIRRGIN timelines.
30 May 2025 — FSC Industry Circular 22 of 2025
Circular 22 extended the filing deadline for existing entities to 1 January 2026.
1 July 2025 — Amendment Regulations 2025
The Amendment Regulations 2025 codified the new legitimate interest access regime and transitional timing.
1 April 2026 — Legitimate Interest Access Begins
From this date, members of the public with a legitimate interest can request access to the beneficial ownership register, but only limited data fields will be visible. Competent authorities continue to have full access.
Who Must Comply With BVI Beneficial Ownership Rules
The rules apply to BVI business companies and BVI limited partnerships (with or without legal personality) unless they meet an exemption set in law or regulation.
Compliance is handled through a Registered Agent, who files the beneficial ownership information with the Registrar of Corporate Affairs using the VIRRGIN online filing system.
Exemptions
Entities are exempt from filing beneficial ownership details if they are, for example:
- Companies listed on a recognised exchange (as listed in Schedule 2).
- Certain regulated funds and licensees, subject to conditions that the information can be provided to the Registrar quickly.
- Subsidiaries of an exempt entity that meet ownership thresholds.
Exemptions are narrowly defined under section 96A(3)–(5) of the BVI Business Companies Act and Regulation 11 of the Beneficial Ownership Regulations 2024. Even where exemptions apply, conditions often require providing a designated contact person or details of a relevant trustee.
What Information Must Be Provided for BVI Beneficial Ownership
Entities must file prescribed beneficial ownership information with the Registrar of Corporate Affairs via VIRRGIN. This includes:
- Identity details of each beneficial owner: full legal name, nationality, date and place of birth, and residential address.
- The nature of ownership or control (e.g., shares, voting rights, or other means of control).
- Where ownership is held through another entity, details of the registrable legal entity (RLE) must also be provided.
- A record of the steps taken to identify beneficial owners, which must be maintained and made available upon request.
Banks and payment institutions verify beneficial ownership during KYC due diligence. For a practical overview of jurisdictions and what banks look for, read Best Countries for Offshore Bank Accounts.
What Is a Beneficial Owner in BVI Law?
Under the BVI beneficial ownership rules, a beneficial owner is any natural person who ultimately:
- Owns or controls 10% or more of the shares or voting rights (directly or indirectly), or
- Has the right to appoint or remove a majority of directors, or
- Otherwise exercises control over management.
The 10% test applies to who must be recorded and filed. Certain information-sharing and inspection routes use 25% thresholds and limited data fields when the request comes from a foreign party under the UK agreement or under legitimate interest requests.
Filing Deadlines and Ongoing Duties for BVI Beneficial Ownership
| Scenario | Deadline |
|---|---|
| New BVI company or limited partnership | File beneficial ownership information within 30 days of incorporation, registration, or continuation. |
| Existing entities (incorporated or registered before 2 Jan 2025) | Must file by 1 January 2026 (transition deadline). |
| Change in beneficial ownership particulars | The beneficial owner must notify the entity within 14 days, and the entity must file with the Registrar within 30 days of becoming aware. |
What to File and How
- File via VIRRGIN through your Registered Agent. Agents must file “forthwith” once they receive the required information.
- Include the prescribed particulars for each beneficial owner and any required details for registrable legal entities.
Access to the BVI Beneficial Ownership Register
Limited Access Under BVI Law
The BVI beneficial ownership register is not public. Access is restricted to competent authorities and law enforcement agencies under local law.
Foreign Requests via UK Exchange
Requests from foreign authorities are handled by the Financial Investigation Agency (FIA) under the UK Exchange of Notes. These requests are limited to cases where an individual owns 25% or more of shares, voting rights, or equivalent control.
Legitimate Interest Access (From 1 April 2026)
From 1 April 2026, a new legitimate interest access route will be available to the public. This access will:
- Be subject to strict conditions
- Provide only limited data fields
- Require payment of fees
- Allow refusal where disclosure poses risks
Penalties and Enforcement for BVI Beneficial Ownership Compliance
Failure to comply with BVI beneficial ownership filing requirements can result in tiered civil penalties and, in serious cases, criminal liability.
Civil Penalties (Tiered System)
- Tier 1: Up to US$10,000 for failures such as not maintaining required records.
- Tier 2: Up to US$25,000 for failures such as not filing beneficial ownership information or not ensuring timely change notifications.
- Tier 3: Up to US$50,000 for failures such as not notifying the Registrar of Corporate Affairs of contraventions.
- Tier 4: Up to US$75,000 for serious breaches, including making false statements or failing to provide required records.
Criminal Liability
Depending on the conduct, certain breaches may also give rise to criminal offences in addition to civil penalties.
BVI Beneficial Ownership Filing Fees
- US$125 filing fee for newly incorporated or continued companies.
- US$100 filing fee for newly registered or continued limited partnerships.
- During the transition period, no fee for most existing entities’ first filing.
- US$75 to file contact details for a relevant trustee or fund contact.
Who Is a Registrable Legal Entity in BVI Beneficial Ownership Rules?
A registrable legal entity (RLE) is a legal entity that would qualify as a beneficial owner if it were a natural person and that meets specific conditions set out in the BOSS Act and the Beneficial Ownership Regulations.
Examples include entities that are:
- Listed on a recognised stock exchange
- Regulated under financial services laws
- A sovereign state or authority
- Otherwise meeting conditions defined in BVI law
In some cases, details of the registrable legal entity and its parent entities must also be filed in the beneficial ownership register.
Practical Compliance Steps for BVI Beneficial Ownership
- Map ownership and control to identify all persons meeting the 10% or control tests
- Collect prescribed particulars for each beneficial owner.
- File via VIRRGIN through your Registered Agent within 30 days for new entities or by 1 January 2026 for existing ones.
- Set change-tracking controls: require owners to notify within 14 days; calendar the entity’s 30-day filing duty.
- Retain audit trails of steps taken to identify owners and gather information.
Final Thoughts
As of 2 January 2025, filings go to the Registrar of Corporate Affairs via VIRRGIN, with 30-day timelines, a 10% threshold, and penalties up to US$75,000. Coordinate early with your Registered Agent to stay compliant.
Thinking about offshore company formation? Air Corporate sets up BVI, Cayman, and Seychelles companies online, handles filings with your Registered Agent and the Registrar, and provides ongoing compliance support.
FAQs
No. Public or third-party access under legitimate interest starts 1 April 2026, with strict conditions and limited data fields.
10% defines who is a beneficial owner for filing. 25% applies to certain information-sharing and inspection use-cases, such as foreign requests under the UK arrangements and the legitimate interest framework.
If a licensed trustee holds the shares, special rules apply. In some cases you file the trustee contact instead of individual beneficiary data, but you must comply with all prescribed details and be able to provide information quickly to the Registrar. Check your Registered Agent guidance and the Regulations.
Civil penalties escalate by tier and can reach US$75,000 for serious breaches, with separate penalties for late filings during the transition set in the Act and Regulations.
Typical fees: US$125 for new companies and US$100 for new limited partnerships. No fee for most existing entities’ transitional filings.
