Beneficial Ownership – Definition, Criteria, and Required Information
The Amendment Act refines the definition of ‘beneficial owner’ as a natural person who ultimately owns or controls a company or limited partnership. It also specifies the criteria to be met in the context of legal entities, limited partnerships, and trusts.
Every company will be required to collect, maintain, and update comprehensive and accurate information on its beneficial owners, including their name, address, and confirmation of the category of ownership held. This information must be filed with the BVI Registrar of Companies within 30 days of incorporation or continuation into the BVI, as applicable.
Publicly listed companies are exempt from the requirement to file beneficial ownership details. Additionally, private, professional, public, or private investment funds, as well as incubator or approved funds, are similarly exempt, provided that:
the company’s beneficial information is held by a person who has either:
- The company’s beneficial ownership information is held by:
- a person with a Category 6 investment business license under the Securities and Investment Business Act, Revised Edition 2020; or
- a person licensed by the BVI Financial Services Commission (“BVI FSC”) with a physical presence in the BVI; and
- The beneficial ownership information can be supplied to the Registrar within 24 hours of a request.
It is important to note that the obligation to file beneficial ownership information also applies to exempted entities during the period between incorporation and approval for registration as an exempt entity.
The Amendment Act further mandates that Registered Agents (“RAs”) take reasonable steps to verify that beneficial ownership information is accurate and current before filing. The Registrar is granted authority to implement additional measures to verify the information and ensure it remains up to date. Companies are also obligated to notify the Registrar of any changes in beneficial ownership within 30 days of becoming aware of the changes.
Currently, beneficial ownership details are filed on the Beneficial Ownership Secure Search System (BOSS), and public access is restricted. Similarly, under the Amendment Act, information filed with the Registrar will remain confidential, with access granted only to competent authorities and law enforcement agencies. However, regulations may be introduced to permit limited access to ownership information where beneficial owners hold 25% or more of shares or voting rights.