BVI Company Information
High Level of Confidentiality
The British Virgin Islands (BVI) offer a unique advantage to companies aiming to safeguard their ownership, management,
and financial information through confidentiality measures.
While this confidentiality is crucial for protecting the companys interests, it also limits external access to its documentation and information.
Outlined below are the documents and information pertaining to a BVI company (not classified as a regulated entity) that might be accessible to third parties
through public and external channels.
Why Accessing Company Documents or Information
Several primary reasons prompt third parties to seek documentation or information regarding a company, including:
- Conducting due diligence before engaging in a transaction with the company, such as considering a purchase or merger.
- Investigating the companys ownership, management, or financial status concerning ongoing or potential legal matters.
- Tracing the companys assets in connection with a claim or potential claim.
Guidelines on Confidentiality
Typically, access to a companys registers is limited to the company itself, its registered agent, or individuals authorized in writing by the company.
Although the register of directors is lodged with the Registrar, it remains confidential unless the company chooses to make it publicly accessible
or mandated by the High Court or formally requested by an authorized authority.
If a company decides to make its register of directors or register of shareholders publicly accessible, it can be viewed by the public via a company search on
VIRRGIN1, managed by the BVI Financial Services Commission. However, access is restricted to account holders within the BVI.
The companys registered agent is bound to maintain confidentiality and refrain from disclosing any documents or information regarding the company to
a third party, except in cases outlined under;Disclosure orders; and;Foreign competent authorities; below.
Available
Documents and Information
A companys statutory obligations under the Act are minimal. Therefore, conducting a company search through the Registrars archives provides access to only a
limited set of documents and information related to the company.
Typically, a company search will reveal details such as:
- The identity and address of its registered agent.
- The location of its registered office.
- Its certificate of incorporation and any name change documents.
- Its memorandum and articles of association, including revisions or restatements.
- Its current standing with the Registrar, usually indicated as “Active.”
- Confirmation of the settlement of its annual fee for the present year.
Certificate of Good Standing
Any individual can request the Registrar for a certificate of compliance regarding a company.
This certificate verifies details such as:
- The companys inclusion in the Register of Companies managed by the Registrar under the Act.
- Settlement of all fees and penalties stipulated by the Act.
- Submission of a comprehensive copy of its register of directors to the Registrar.
Additionally, the certificate assesses conditions regarding the company at the time of issuance, including any pending articles of merger or consolidation, voluntary
liquidation, insolvent liquidation, receivership, or proceedings to strike the companys name off the Register.
Registered Agents
A companys registered agent holds valuable information about the company, including records, details of directors and shareholders, and communications.
In line with the Beneficial Ownership Secure Search System Act, 2017, the registered agent is required to verify and compile specific information related to each Corporate and Legal Entity (CLE) for which it acts as the agent.
This includes identifying beneficial owners and registrable legal entities.
While beneficial ownership information remains inaccessible to the public, authorized designated bodies and certain BVI authorities
may access it through the beneficial ownership secure search system.
However, only the BVI International Tax Authority has access to economic substance information.
In situations involving wrongdoing, the registered agent is obligated to disclose any relevant documents and information to the aggrieved party.
Foreign Competent Authorities
Under certain circumstances, the BVI government is willing to provide information about a company to competent authorities investigating financial crimes or
activities within the financial services sector.
This is done in accordance with agreements with foreign governments, such as the OECDs Common Reporting Standard (CRS), the US Foreign Account Tax Compliance
Act (FATCA), and Country-by-Country Reporting (CbC Reporting).