The BVI government has introduced a new legislation known as the Beneficial Ownership Secure Search System Act, 2017 (the "Act"). The new legislation was enacted on June 12, 2017 in order for the BVI to comply with its obligation under the Exchange of Notes Agreement entered into with the UK back in April 2016. The Exchange of Notes agreement allows for the immediate sharing of beneficial ownership information between the BVI and the UK government. In order to comply with the terms of this agreement, the BVI government has implemented a system to house the relevant details of the beneficial owners of BVI Companies. This system is referred to as the Beneficial Ownership Secure Search System (BOSS System), which enables the relevant BVI Authorities to have a searchable database with information on BVI Companies and their beneficial owners. A copy of the Act can be found by clicking here.

Briefly, the Act requires both the corporate and legal entity as well as the Registered Agent to identify the beneficial owners of each BVI company and insert this information into the BOSS System. The deadline for all the Registered Agents to have the relevant details of beneficial owners placed into the BOSS System is June 30, 2017 as the system will go live on July 1, 2017. The BVI governmentx2019;s goal for implementing this new regime is aimed towards meeting international standards as well as maintaining a reasonable balance between appropriate privacy and transparency.

A summary on the key parts of the Act are as follows:

Who is considered to be a beneficial owner?

A Beneficial Owner is identified as a natural person who ultimately owns or controls directly or indirectly 25% or more of the shares or voting rights of a legal person. It should be noted that this 25% ownership reporting requirement does not negate the already established 10% ownership requirement for gathering KYC, as set out in the BVI AML legislation.

Moreover, for corporate structures the chain of ownership of which results in a Trust, a Foundation or a Partnership the treatment varies.

As far as the Trusts are concerned,

is subject to disclosure.

Information to be inserted into the BOSS System

For each corporate and legal entity, the following information will have to be inserted in the system:

-The name, including alternative names;-The incorporation number or its equivalent;-Date of Incorporation;-Status;-Registered Address; and-Any other particulars as the Minister may by Order prescribe.

With respect to each beneficial owner of the corporate or legal entity, the following Information is required:

-Name;-Residential Address;-Date of Birth; and-Nationality.

Duty to keep beneficial ownership information up-to-date

The corporate and legal entities are obliged to be informing the Registered Agent of any changes in the beneficial ownership or in the prescribed beneficial owner information within 15 days of becoming aware of such a change, indicating the date when such changes took place.

The Registered Agent is required to take all necessary steps for the updating of the BOSS System, within 15 days of being notified of these changes.

The government has set out strict penalties to be imposed on any person who does not comply with the requirements set in the new BOSS Legislation.

What action is required?

As Registered Agents, we possess all the information that needs to be inserted into the BOSS system. However, we would like to remind you that under our Terms and Conditions, a BVI company for which we act as Registered Agent and / or its beneficial owner(s) has the obligation to keep us informed in the event that the beneficial ownership or the information concerning the beneficial owner(s) has changed.

In the event that there has been any change in the information pertaining to the beneficial ownership of a BVI company, please contact us immediately, in order to update our records accordingly.