Note
TL;DR
- Every BVI company must have a company seal. An imprint of the seal must be kept at the registered office of its registered agent.
- Statutory books include the register of members, register of directors, register of charges, and records of resolutions and minutes.
- Since 2 January 2025, all BVI companies must file their register of members, register of directors, and register of beneficial owners with the BVI Registrar of Corporate Affairs.
- Most statutory registers are not available for public inspection. Access is restricted to the company, its registered agent, competent authorities, and law enforcement agencies.
- Failure to keep statutory books up to date puts a company out of good standing and exposes its directors to significant fines.
BVI company seal, registers, and statutory books form the foundation of corporate compliance in the British Virgin Islands. Every company must maintain accurate records and meet updated filing requirements introduced in 2025 to stay in good standing.
What Are BVI Statutory Books?
A company's statutory books are the official records every BVI company must collect, maintain, and in many cases file with the Registrar under the BVI Business Companies Act 2004 (as amended). Every company must also maintain a BVI company seal.
Together, they form the core of BVI corporate compliance. A company that fails to keep its statutory registers up to date loses good standing, which blocks bank account openings and share transfers.
What Is a BVI Company Seal?
A BVI company seal is the official stamp used to authenticate formal documents, including contracts, share certificates, and deeds. Every BVI company must have a common seal, and an imprint must be kept at the registered office with its registered agent. The seal must be witnessed by at least one director or another person authorised by a resolution of directors, each time it is affixed. A facsimile of the seal reproduced by printing carries the same legal force as the physical seal.
Under Section 103 of the BVI Business Companies Act, a company can also execute contracts without using the seal, either in writing signed by an authorized person or orally by a person acting under the express or implied authority of the company. Electronic signatures are permitted where documents are not required to be executed as deeds.
Key Statutory Books: What a BVI Company Must Maintain
A company's statutory registers must be kept at the registered agent's office unless the company notifies the agent in writing of an alternative address. The table below summarizes the core records every BVI company is legally required to maintain.
| Register / Record | Key Requirements |
|---|---|
| Register of Members (ROM) | Names, residential addresses, share details, dates of entry and exit. File with Registrar within 30 days of incorporation. |
| Register of Directors (ROD) | Names, service address, directors' residential addresses, and appointment dates. File within 15 days of first director appointment. |
| Register of Beneficial Owners (ROBO) | Persons with 10%+ ownership or significant control. File within 30 days of incorporation. Maintained in central register held by the Registrar. |
| Register of Charges | Security interests created by the company over its assets. Notify registered agent within 14 days of any change. |
| Minutes and Written Resolutions | Records of all shareholder meetings, director meetings, and written resolutions. May be kept at the registered office or another notified address. |
| Accounting Records | Must explain the company's transactions and financial position. No audit required, but records must be retained. |
