Filing Guidelines for Register of Directors (ROD), Register of Members (ROM), and Register Beneficial Owners (UBO)
This notice serves as a reminder of the updated statutory obligations under the BVI Business Companies (Amendment) Act 2024.
All BVI companies must ensure timely compliance with the following filing requirements:
1. Register of Directors (ROD)
What to File:
- A copy of the company’s register of directors, including all particulars required under section 118A.
Deadlines:
- New companies: Appoint first directors within 15 days of incorporation.
- File ROD within 15 days of appointment or continuation into the BVI.
- Changes (appointments, resignations, updates, changes in particulars): File within 30 days of the change.
- Restored companies: File ROD within 14 days of restoration if not previously filed.
Penalties for Late Filing:
- US$500 for the first month or part thereof
- US$1,000 for each additional month (up to the second)
- US$1,500 for each month thereafter
- Continuous non-compliance may affect eligibility for a Certificate of Good Standing.
New Rectification Mechanism (Section 118AA):
- Aggrieved parties may apply to the Court for rectification of the register in cases of omission, inaccuracy, or delay.
- The Court may order rectification, determine disputes, and award costs or damages.
2. Register of Members (ROM)
What to File:
- A copy of the company’s register of members, including:
- Names and addresses of members (shareholders or guarantors)
- Number and class of share held
- Entry/cessation dates
- Nominator details (if shares are held by a nominee)
Deadlines:
- New companies: File initial ROM within 30 days of incorporation or continuation.
- Existing companies (incorporated before 2 January 2025): File initial ROM by 1 January 2026.
- Changes (transfers of shares, new members, nominee updates/changes): File updated ROM within 30 days of the change.
Penalties for Late Filing:
- US$500 for the first month or part thereof
- US$1,000 for each subsequent month or part thereof after the first (up to two months)
- US$1,500 for each month thereafter or part thereafter (up to three months)
- Persistent default may trigger further enforcement action, including administrative penalties.
Exemptions:
- Companies listed on a recognised exchange
- Recognised investment funds (private, professional, public)
- Incubator or approved funds under SIBA regulations
3. Register of Beneficial Owners (UBO / BOI / ROBO)
What to File:
- Details of beneficial owners (individuals with >10% interest, control, or significant influence):
- Name, address, nationality, date of birth, nature of control
Deadlines:
- New companies: File within 30 days of incorporation or continuation.
- Existing companies: File by 2 July 2025.
- Changes: Update within 30 days of the company becoming aware of the change.
Penalties for Late Filing:
- US$1,000 for the first month or part thereof
- US$2,000 for each subsequent month or part thereof thereafter (up to two months)
- US$3,000 for each month thereafter or part thereafter (up to three months)
- Criminal penalties can apply for knowingly providing false or misleading information (including potential imprisonment)
New Obligation (Section 96A):
- Companies must collect, maintain, and file accurate and up-to-date beneficial ownership information.
Action Required
Please review your company’s filing status and ensure all registers are up to date and compliant with the new deadlines.
For assistance or clarification, please reach out to us.
