BVI Register of Members Filing Made Simple

The BVI Business Companies (Amendment) Act, 2024, effective 2 January 2025, introduced a mandatory requirement for companies to file their Register of Members with the BVI Registrar of Corporate Affairs. Previously, the register was only maintained privately by the Registered Agent. Under the new law, the initial register must be filed within 30 days of incorporation, any changes must be filed within 30 days, and companies must also disclose nominee shareholder details. Non-compliance carries financial penalties and can lead to strike-off.

The initial Register of Members is prepared at incorporation and must be filed with the BVI Registrar of Corporate Affairs within 30 days of incorporation. It records the founding shareholders, shares issued, consideration paid, and any nominee shareholder details. The Registrar filing is handled by the Registered Agent on behalf of the company.

Yes, the initial Register of Members preparation is included free of charge with all our BVI incorporation packages. We collect shareholder details during the incorporation process, prepare the register, issue share certificates, and file the register with the BVI Registrar within the 30-day statutory deadline.

No, the Register of Members is not publicly accessible by default. Access is limited to the company itself, its registered agent, competent authorities, and law enforcement agencies. However, under the 2024 amendments, companies may choose to opt in to make their register publicly available if they wish.

Under the 2024 amendments, any changes to the Register of Members must be filed with the BVI Registrar within 30 days of the change occurring. This applies to share transfers, new allotments, share redemptions, changes to member particulars, and updates to nominee shareholder information.

Non-compliance with ROM filing requirements carries significant penalties: US$600 for the first 3 months of non-compliance, an additional US$800 for the following 3 months, and if the company still fails to comply after 6 months, it may be struck off the register and dissolved. Additionally, a Certificate of Good Standing will not be issued if the ROM filing is outstanding.

A nominee shareholder is a member who holds shares and exercises voting rights on the instructions of another person (the nominator) without discretion. Under the 2024 amendments, companies must identify all nominee shareholders in their Register of Members and file the nominator's name, address, and the dates when either the nominee or nominator ceased their role. This requirement applies regardless of the size of the shareholding.

The register must be updated and filed with the BVI Registrar within 30 days whenever there is a change in membership or share ownership. This includes share transfers between parties, new share allotments, share redemptions or buy-backs, changes to a member's personal details (name, address), changes to nominee shareholder arrangements, and transmission of shares (e.g., on death of a member).

Yes, the 2024 amendments exempt two categories: (1) companies with shares listed on a recognized stock exchange, and (2) qualifying funds that maintain beneficial ownership information through licensed intermediaries and can provide such information within 24 hours upon request. All other BVI Business Companies must comply.

A share transfer involves the transferor and transferee executing an instrument of transfer, which is then approved by the board of directors (unless the company's articles provide otherwise). Once approved, the Register of Members is updated, old share certificates are cancelled, new certificates are issued to the transferee, and the changes are filed with the BVI Registrar within 30 days.

You'll need a signed instrument of transfer, a board resolution approving the transfer (if required by the articles), KYC documentation for the new member (passport and proof of address), and the original share certificates for cancellation. We provide all templates, guide you through the process, and handle the Registrar filing.

Yes, a BVI Business Company can have a single shareholder. There is no minimum number of members required. The sole shareholder can also serve as the sole director of the company.

Yes, corporate entities can hold shares in BVI companies. This is common in holding company structures. The corporate shareholder will need to provide its constitutional documents, certificate of incorporation, and details of its authorized representatives for KYC purposes.

Membership change services are priced at US$249 per filing. This includes preparation of all documentation (instruments of transfer, board resolutions, share certificates), updating the Register of Members, filing the changes with the BVI Registrar, government filing fees, and providing certified copies of all documents.

Yes, once the change is processed and filed with the BVI Registrar, we provide you with an updated Register of Members, new share certificates for the relevant members, copies of all executed documents (resolutions, transfer instruments), confirmation of the Registrar filing, and confirmation of the changes. Digital copies are shared immediately, with physical documents available upon request.

Shares are transmitted to the deceased member's estate or designated beneficiaries in accordance with the applicable laws and the company's articles. The personal representative or executor of the estate must provide the necessary legal documentation (grant of probate or letters of administration) for the transmission to be recorded in the Register of Members and filed with the BVI Registrar.