BVI Register of Members: Filing, Deadline, Fees, Maintenance

In any company, the people who own the shares make the key decisions. In the British Virgin Islands (BVI), these individuals or entities are called members or shareholders. Maintaining a formal BVI Register of Members isn’t just a box to tick—it’s a legal requirement under BVI law.

Consider a real-life situation: you’re about to raise funds for your BVI company, sell shares to a new investor, or apply to open a bank account. The first document they’ll ask for is your register of members to verify who legally owns the company. This register helps protect both parties and ensures accountability.

With new legislative updates effective from 2025, filing this register has gone from optional to mandatory, reinforcing the BVI’s status as a trusted, transparent offshore jurisdiction. Our legal analysts regularly audit corporate documents, including the BVI company register of members, to meet filing and structuring standards set by the BVI FSC.

What is the Register of Members in the BVI?

The Register of Members is a formal record listing all shareholders of a BVI company. It is required under the BVI Business Companies Act, 2004, and recent amendments make filing it with the Registry of Corporate Affairs mandatory.

It is essential for:

• Confirming ownership for investors, banks, or legal authorities.
• Facilitating share transfers, allotments, or redemptions.
• Supporting audits, legal disputes, or issuance of Certificates of Incumbency or Good Standing.

Who Must File a Register of Members in BVI?

Every BVI company—whether active, dormant, single-member, or complex with many shareholders—must file a Register of Members (ROM). However, listed entities and BVI funds do not have to comply with this filing requirement.

We’ve often encountered startups that, in their early stages, assume a single shareholder might exempt them from this, but the BVI Business Companies Act is clear: every BVI company, regardless of shareholder count, must comply.

Where Must the ROM be Filed?

The ROM must be filed with the BVI Registry of Corporate Affairs through your registered agent. This filing is private and not available to the general public.

Where Must the ROM be Maintained?

While a copy is filed privately with the Registry, the original BVI Register of Members must be maintained at an address that has been officially disclosed to the Registry. This designated address can be either located physically within the British Virgin Islands or anywhere else in the world, as determined by the company’s directors.

Additionally, a copy of the BVI company register of members must always be maintained at the registered office in the BVI. Your registered agent will handle this requirement, ensuring proper local accessibility and compliance with BVI regulatory standards.

When Must a ROM be Filed for a BVI Company?

For new incorporations, the timeframe for issuing shares and filing the BVI register of members for BVI companies is 30 days after incorporation.

Penalties for Late Filing of the ROM

The following penalties apply for late filing:

Initial Late Filing: A penalty of US$200.00 for the first month of late filing of the BVI Register of Members.

Subsequent Months: This penalty increases to US$250.00 for each of the second and third months of continued non-compliance.

Extended Delays: For delays extending from the fourth to the sixth month, the penalty escalates further to US$300.00 for each month.

Beyond Six Months: Prolonged non-compliance can lead to more severe penalties and, ultimately, the company being struck off the Register of Companies.

Government Fees for Filing of ROM in the BVI

Initial Filing (Post-Incorporation):

A government fee of US$50.00 is typically incurred to file the BVI Register of Members post-incorporation of a company.

Filing Amendments:

A government fee of US$75.00 applies to filing any amendments (changes) to the Register of Members, provided these are submitted within the 30-day statutory period of the change occurring.

Information Contained in the Register of Members

The BVI Register of Members must include comprehensive information for all shareholders:

1. Entity Name
2. Entity Number
3. Date of filing
4. Member Number
5. Full name of the member
6. Member’s address
7. Share classification
8. Number of shares held
9. Date entered
10. Date ceased (for past members)

These details must be maintained for all members, both current and past, creating a complete historical record of company ownership.

Sample of BVI Register of Members

Below is a real-life example of a BVI company register of members (with sensitive details redacted) to help you understand the typical layout and format of this crucial compliance document.

Is the Register of Members in the BVI Public?

No, the BVI Register of Members is not publicly accessible. The register must be filed privately with the Registry of Corporate Affairs, with access limited to specific authorized parties including the company itself, registered agent, competent authorities, and law enforcement agencies with proper legal authorization or court orders.

The general public cannot access this document, and no publicly searchable directories exist for BVI member registers. This privacy protection helps maintain confidentiality for shareholders while ensuring proper regulatory oversight.

However, a company can elect to file a copy of its ROM with the BVI Registry for public inspection. This option is commonly used in finance transactions where security is granted over company shares, as the public filing provides notice to third parties that the shares are charged or encumbered.

How to File the Register of Members in BVI?

The filing process for the BVI Register of Members involves coordinated steps through your registered agent:

• Step 1: Prepare the draft ROM with complete member information
• Step 2: Submit through the company’s registered agent to the BVI Registry
• Step 3: The Registry will provide a stamped ROM as official confirmation

Updating BVI Company Register of Members

Changes to the register must be filed within 30 days of any modification to the information, including:

• Share transfers between parties
• New share allotments or issuances
• Share redemptions or cancellations
• Changes to member personal details (address, name changes)
• Entry of new members or cessation of existing members

Even a simple change of address for a shareholder requires an update to ensure ongoing compliance.

Failure to do so may attract penalties from the registry and affect the ability of companies to continue with their operations.

Step-by-Step for Filing for Amendments:

• Step 1: Your Registered Agent drafts the updated BVI Register of Members reflecting all the changes.
• Step 2: The updated ROM is then formally signed (or affirmed) and electronically filed by the Registered Agent privately with the Registry.
• Step 3: The BVI FSC will then release a digitally stamped version of the updated ROM, confirming the successful record of the changes.

BVI Nominee Shareholders and Privacy

A nominee shareholder is someone who holds shares on behalf of someone else (the nominator), usually to preserve confidentiality.

Under BVI law:

• Nominee shareholders must be included in the filed register
• The ROM must clearly state they are acting on behalf of someone else
• The identity and address of the nominator must also be included

Frequently Asked Questions (FAQs)

Conclusion

Imagine accruing hundreds of dollars in penalties for a simple oversight that could have been avoided with timely action. The BVI Register of Members is no longer a hidden internal document. It plays a pivotal role in compliance, corporate transparency, and practical operations like fundraising, legal audits, and shareholder communications.

Filing it correctly and updating it on time can save you from fines, rejected transactions, and even reputational risk. Working with a reliable registered agent like Expanship ensures your company remains compliant at all times. Make it a habit to verify your internal registers at least once a year.