BVI Company Law Reform 2025: New Transparency and Filing Requirements Explained

The BVI has introduced some of its most significant transparency reforms in decades — impacting every company operating in the jurisdiction. The landscape for offshore corporate structuring is undergoing notable change — particularly in the British Virgin Islands. As of 2 January 2025, a series of comprehensive amendments to the BVI Business Companies Act and companion regulations (the BVI Business Companies and Limited Partnership (Beneficial Ownership) Regulations) came into force, marking a shift toward greater disclosure, substance requirements, and alignment with international standards.

Among the most consequential changes is the requirement for all BVI companies — including Business Companies and Limited Partnerships — to collect, maintain and file detailed information about their beneficial owners with the local registrar. Beneficial owners are now generally defined as natural persons owning or controlling 10% or more of the company or otherwise exercising control over its management or voting rights.

In practical terms, this means that from 2025:

• A register of members (shareholders) must be filed with the BVI Registrar of Corporate Affairs. For entities incorporated on or after 2 January 2025, this must be done within 30 days of incorporation (and updates within 30 days of any ownership changes). Pre-existing companies have a transitional grace period to comply with.
• Companies must also submit information on nominee shareholders and — where applicable — professional or corporate directors.
• The timeframe to appoint the first director(s) has been significantly shortened — from six months under the old law to just 15 days — promoting faster corporate formation while ensuring legal accountability.

At the same time, enforcement and compliance oversight are being strengthened. Certificates of good standing will now explicitly confirm that the company has complied with its filing obligations (or note any outstanding filings) and will also include an expiry date. Penalties for non-compliance have increased — including substantial fines for failure to file annual returns or to maintain up-to-date beneficial ownership information.

Interestingly, the approach still retains certain privacy-sensitive features. The beneficial ownership information, as well as the register of members/shareholders, are filed privately with the Registrar; they are not publicly accessible unless specific conditions or exemptions apply (for instance, for certain public companies or regulated funds).

These amendments reflect efforts by the BVI to align with evolving global standards for transparency, anti-money laundering (AML), and beneficial ownership disclosure — a response to increased scrutiny by international bodies, regulators, and compliance-conscious service providers.

For corporate service providers such as SFM Corporate Services, and for clients using BVI structures, the new law demands more rigorous processes from incorporation through ongoing maintenance. Onboarding procedures must now include timely collection of beneficial-owner data; company agents must ensure prompt submission to regulators; and corporate maintenance must be more proactive, to avoid regulatory penalties or reputational risk.

For clients seeking privacy and asset-protection benefits through BVI vehicles, these changes underscore that “offshore” no longer implies anonymity by default — but rather compliance, active substance and adherence to evolving international norms.

To know more about this and other jurisdictions we operate in, get in touch with our team as we look forward to assisting you.