• British Virgin Islands
    The Business Companies (Amendment) Regulations 2015

    By Jordans Trust Company Limited


    The BVI Business Companies Regulations, 2012 (the "2012 Regulations") made some changes to the BVI company law regime in relation to such things as the use of company names and liquidation procedures. The Business Companies (Amendment) Regulations, 2015 (the "2015 Regulations") have recently been Gazetted and amend the 2012 Regulations in a few areas.

    1. Certificates of translation

      Under the 2012 Regulations where a translation of any document into English is required to be filed with the Registrar it must be certified as accurate. The translator must certify the accuracy of the translation and his own competence before a notary or a person authorised to administer oaths (or their equivalent where outside the BVI).

      The 2015 Regulations amend this position by stating that the translator does not need to go before a notary or person authorised to administer oaths if the translator is court or government appointed (whether in the BVI or outside).

    2. Changes of registered office and registered agent: restrictions of filings by legal practitioners

      Under the BVI Business Companies Act, 2004 (the "2004 Act"), after a resolution has been passed to make the change of registered office or registered agent, a notice is filed with the Registry. The notice of change of registered office or agent may only be filed by the registered agent or a legal practitioner in the BVI acting for the purposes of filing the notice.

      The 2015 Regulations place obligations on that legal practitioner before he can make the filing. He must:

      • Notify the registered agent of his intention to make the filing and provide the registered agent with a copy of the resolution.
      • Where there is an agreement between the registered agent and a third party for the collection of customer due diligence ("CDD"), the legal practitioner shall not file a notice of change of registered office or agent unless the legal practitioner:
        1. has obtained from the registered agent written confirmation that the registered agent has carried out the required CDD measures and the CDD is up-to-date. The registered agent must not delay in providing or unreasonably refuse to provide, the written confirmation;
        2. has collected the CDD himself where no confirmation under (a) has been received within 2 days; or
        3. has obtained written confirmation from the new registered agent that it has performed the required CDD measures. This confirmation is filed with the Registrar with the notice of change. The Registrar passes the confirmation on to the BVI Financial Services Commission.

      Where (b) applies, the legal practitioner must transfer the CDD information to the existing and new registered agent.

    3. Methods of proving service of documents

      Under the 2004 Act service of a document may be effected by addressing the document to the company and leaving it at, or sending it by a prescribed method to the registered office or the registered agent’s registered office. The 2015 Regulations set out the various prescribed methods:

      • properly addressing it;
      • personal service;
      • direct delivery to the secretary or clerk of the registered agent;
      • email attaching the document (but the original needs to follow).

      The 2015 Regulations also set out when delivery is deemed to have been served under each of the above methods.

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  • The information provided in this article is for general information purposes only. The information is not intended to be comprehensive or to include advice on which you may rely. You should always consult a suitably qualified professional on any specific matter.

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