The Financial Services Commission (FSC) has issued draft amendments to the BVI Business Companies Act, 2004 (BCA) and draft Regulations to be made under the BCA and is seeking industry input for a short period of public consultation ending on 11 July 2011. Copies of the consultative documents may be found using the following links:

Draft BVI Business Companies (Amendment) Act, 2011

Draft BVI Business Companies Regulations, 2011

Explanatory Notes

The draft documents have been put together following a review of the BCA by the FCA in conjunction with the Company Law Review Advisory Committee (CLRAC). Harneys is represented on CLRAC by our managing partner, Richard Peters.   

The BCA Amendments and Regulations propose a number of changes to enhance the BVI corporate regime and is intended to keep the BCA up to date and attractive. Harneys is continuing to review the BCA Amendments and Regulations and is actively participating in the consultation process. We invite clients or industry participants to discuss any comments or concerns on the proposed changes and, if appropriate, we will adapt our submissions accordingly.  

The proposed changes do not fundamentally change any aspect of the corporate regime but some of the more noteworthy proposals are:  

  • The Regulations will introduce a regime for the registration of foreign character names.  
  • Given the huge number of companies that have been incorporated in the BVI, it has become necessary to allow the reuse of company names. The Regulations contain a proposal for the reuse of names.  
  • A regime applicable to "Not for Profit companies" is proposed in the BCA Amendments. This is proposed for introduction in order to comply with one of the Special Recommendations on Terrorist Financing issued by the FATF.  
  • The law on appointment and duties of alternate directors is clarified. The appointment of an alternate must be in writing and notice must be given to the company as soon as possible following appointment. Alternates will be able to sign written resolutions. It is made clear that an alternate director is liable for his own acts and omissions when acting as an alternate and the statutory duties applicable to a director equally apply to an alternate.  
  • Changes to the procedures on registration of security are proposed to streamline the process and reduce the scope for inaccurate filings and delay to securing priority of security.
  • It is proposed that the voluntary liquidation of a company will commence on the notice of appointment being filed with the Registrar rather than the date of the resolution appointing the liquidator as is currently the case. This will provide greater certainty when undertaking Registry searches as to the status of a company.
  • Directors and former directors of a company will be expressly restricted from acting as liquidator of a company. This has been Registry practice for some time.