May 6, 2026

Compliance Focus | BVI Latest Legislative Amendment - Beneficial Ownership

Beneficial Ownership —

The Latest Legislative Amendments

The latest legislative amendments concerning beneficial ownership (under registry legislation) came into force with effect from 29 December 2025. The key changes are outlined below:

1. Circumstances Leading to Ineligibility for Exemption from Filing Beneficial Ownership Information

Changes have been made to Regulation 11 of the BVI Business Companies and Limited Partnerships (Beneficial Ownership) Regulations, 2024 (the “BO Regulations”) that impact legal entities qualifying for any of the following exemptions from filing beneficial ownership information with the Registrar:

(a) A company or limited partnership that is exempt pursuant to section 96A(3) of the BVI Business Companies Act, Revised Edition 2020 (the “Act”) or section 53B(3) of the Limited Partnership Act, Revised Edition 2020 (the “LP Act”);

(b) A company or limited partnership that is a subsidiary of a fund (pursuant to Regulation 11(1)(c)(v) of the BO Regulations);

(c) A company whose shares are held by a trustee licensed under the Banks and Trust Companies Act, Revised Edition 2020; or

(d) A company whose shares are held by a foreign regulated trustee.

A legal entity that is exempt from filing beneficial ownership information in any of the above circumstances must comply with the relevant conditions for exemption. Failure to comply will result in the legal entity ceasing to be exempt with immediate effect and being required to file its beneficial ownership information with the Registrar of Corporate Affairs or the Registrar of Limited Partnerships (the “Registrar”), as applicable.

2. Liquidator Eligible to Act on Behalf of a Beneficial Owner

Changes also have been made to regulation 14 of the BO Regulations to allow a liquidator of an insolvent legal entity to carry out an obligation required to be done by the beneficial owner of the insolvent legal entity.

3. Access to Beneficial Ownership Information Filed with the Registrar

Amendments to Regulation 31B of the BO Regulations permit a legal entity, the legal entity’s registered agent, or the legal entity’s liquidator (where the legal entity is in insolvent liquidation) to request from the Registrar a copy of the legal entity’s beneficial ownership information that has been filed with the Registrar.

4. Registrar's Power to Grant Extensions of Time

Changes made to Regulation 34 of the BO Regulations limit the circumstances in which the Registrar may extend deadlines for fulfilling obligations under the BO Regulations.

5. Amendments to the Financial Services (Administrative Penalties) Regulations in effect from 30th January 2026

Legislative amendments have been effected which relate to the Commission's powers to levy administrative penalties under the Financial Services (Administrative Penalties) Regulations, Revised Edition 2020.

The Financial Services (Administrative Penalties) (Amendment) Regulations, 2025 were published in the Gazette on 29th December 2025 and brought into force on 30th January 2026. By way of these Regulations, the period in which the Commission may issue a proposed penalty notice under regulation 3(1A) of the Financial Services (Administrative Penalties) Regulations, Revised Edition 2020 has increased to 3 years from the date that the Commission first becomes aware of a contravention of the Financial Services Commission Act, Revised Edition 2020, any financial services legislation, the Regulatory Code, Revised Edition 2020 or directive issued by the Commission.

Changes contained therein also clarify that once the Commission has issued a proposed penalty notice within the prescribed limitation period, the limitation period ceases to run, whether the Commission has imposed the administrative penalty.

Further, the penalty ranges for contraventions falling within category 3 (late filing/notification) and category 10 (other contravention) of Schedule 1 of the Financial Services (Administrative Penalties) Regulations, Revised Edition 2020 have increased.

Registry Corner

The Legitimate Interest (LI) transaction functionality becomes active on Wednesday, 1 April 2026, in relation to which, the Commission is reminding Registered Agents to exercise due care when using this function, particularly with respect to the applicable timeframes stipulated in the request to Inspect the Beneficial Ownership Register.

Local companies and non-profit organisations (NPOs) are reminded of their obligation to file Beneficial Ownership (BO) information and Registers of Members (ROM) in accordance with the applicable requirements. Failure to comply with these filing obligations will result in the imposition of the relevant penalties.

Registered Agents are expected to take all necessary steps to ensure that entities under their administration meet the filing requirements and deadlines. No exceptions will be granted for companies or NPOs conducting business in the Virgin Islands.

Registered Agents and Legal Practitioners are asked to take note of the following important reminders:

(a) With effect from 1 April 2026, penalties will be assessed from 1 January 2026.

(b) The applicable filing fee for beneficial ownership information commencing 1 April 2026 is US$125.00 per filing. Filing fees and applicable penalties will similarly apply for Register of Members,Register of Limited Partners, and Register of General Partners.

(c) Applicable penalties are listed in the table below.

The maximum total Transitional Penalty per entity will be $1,400.00.