Following a process of public consultation in 2011, the BVI Business Companies (Amendment) Act 2012 ("Amendment Act"), and accompanying BVI Business Companies Regulations 2012 (the "Regulations"), were introduced into the BVI's Parliament (the House of Assembly) in May and June 2012, respectively. The Amendment Act, and the Regulations, take effect on 15 October 2012.

The Amendment Act and Regulations include a suite of reforms to the BVI Business Companies Act 2004 ("BC Act") - some of these resolve various issues that arose in practice with various provisions of the BC Act, whilst others represent significant changes to make BVI companies even more attractive for listing or financing transactions.

Some of the key changes are:

Listed Company: The Amendment Act enables Listed Company Regulations to be made to exclude or modify the provisions of the BC Act in relation to listed BVI companies, which increases the flexibility of BVI companies in conforming with the relevant stock exchange rules.

Share Charge Remedies: The Amendment Act will also introduce changes in relation to the remedies available for default and enforcement provisions of share charges governed by BVI law – these changes will allow the security document to provide that remedies are exercisable immediately upon default which should bolster financing activity. Registration of Charges: The Amendment Act provides that an application to register a charge against a BVI company's assets by a chargee (or a person authorised to act on the chargee's behalf) may only be filed by a person qualified to act as a registered agent in the BVI or by a legal practitioner in the BVI, who is acting on behalf of the chargee or authorised person. Further, chargees outside the BVI who apply to register a charge in the BVI are required to designate a person located in the BVI to receive copies of notices from the Registrar.

Alternate Directors: The Amendment Act provides alternate directors with the power to sign written resolutions, and confirms that alternates have the responsibilities of a director under law when acting as alternate directors.

Voluntary Liquidation: Under the Amendment Act, the liquidation of a solvent BVI company commences on the registration with the Registry of a notice of appointment by the voluntary liquidator, rather than at the time of resolution to appoint the director.

Dissolution: Under the Amendment Act, the timeframe within which a company can be dissolved following being struck off for non-payment of licence fees has been reduced from ten years to seven years.

Changes in Relation to Company Names: The Regulations and the Amendment Act include various changes regarding company names:

  • The Regulations detail the requirements for the registration of an additional foreign character name for a BVI company, including the submission a notarised statement confirming the translation and meaning of the foreign character name when applying for registration;
  • The Regulations provide that a company name will be available for re-use, inter alia, once that BVI company has changed its name, been dissolved, or continues out of the BVI to another jurisdiction (at any time after the expiry of a period of seven years from the date of the certificate of discontinuance, dissolution or change of name).

Bulk Change of Registered Office and Registered Agent: Going forward, the bulk changing of registered office and the address of the registered agent through a single filing by the registered agent is permitted, without the need for a resolution or separate notices to be filed by each company. Further, once the registered agent files notice with the Registry of a change of its principal office, a company's Memorandum of Association will be deemed to be amended to state the changed address of the registered agent's principal office or, the new name of the registered agent in the case of a name change.

The reforms emphasise the BVI's positioning as a responsible and dynamic financial centre which is the number one offshore domicile for international business companies.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.