What documents and records must a BVI company keep?

Introduction

One of the factors that makes the BVI an attractive place in which to incorporate a company is that the BVI Business Companies Act, Revised Edition 2020 (as amended, the Act) is very flexible and is not overly prescriptive.

This guide examines the documents and records that must be kept by a BVI company limited by shares that does not carry on a regulated activity.

Registers

Which registers must be kept?

A company must keep a register of:

• directors, setting out details including, in the case of an individual director, the individual’s:

• name and former name;
• date on which they were appointed and ceased to be a director;
•  address for service of documents (and residential address, if different from the address for service of documents);
•  date and place of birth; and
•  nationality,

and in the case of a corporate director, the corporate director’s:

• name and registration number;
• registered office or principal office address (if incorporated or registered outside the BVI);
• date on which it was appointed and ceased to be a director; and
• place and date of incorporation or registration;

• shareholders, setting out details including:

• each shareholder’s name and address;
• the number of each class and series of shares held by each shareholder, including the nature of associated voting rights (unless already provided in the company’s memorandum or articles of association); and
• the date on which each shareholder was entered in the register of shareholders and ceased to be a shareholder;

• charges, setting out details on any security created by the company over any of its assets including:

• the date the security was created;
• a description of the secured liabilities;
• a description of the secured property;
• the name and address of the secured party; and
• details of any prohibition or restriction on creating any future charge ranking in priority to or equally with the charge.

Where must the registers be kept?

A company is free to keep the original registers anywhere it likes, however, if it does not keep its original register of directors or register of shareholders at its registered agent’s office, it must give its registered agent notice in writing of:

• any change in the register within 15 days of the change;
• the location at which the register is kept; and
• any change in the location at which the register is kept within 14 days of the change.

If the company does not keep its original register of charges at its registered agent’s office, it must keep a copy there or at its registered office and notify the registered agent within 14 days of any changes required to be recorded in the register of charges.

If a company fails to comply with the requirements to keep a copy of its register of shareholders or register of directors at its registered agent’s office or give the above notifications, it is liable to an administrative fine of up to US$25,000 for each contravention.

Filing of registers

Directors

A company must file a copy of its register of directors for registration by the BVI Registrar of Corporate Affairs (the Registrar), initially within 15 days of the appointment of the first directors, or where a foreign company has continued into the BVI, within 15 days of its continuation. The register of directors filed with the Registrar need only contain information regarding the company’s directors as of the date of filing. If a change to a register of directors is made, a copy of the register containing the changes must be filed with the Registrar within 30 days of the change.

Where a person who is licensed by the BVI Financial Services Commission (BVI FSC) to provide director services to companies (licensed director service provider) acts as a director of a company, the company will be required to indicate the capacity in which such licensed director service provider is acting (whether in corporate capacity or individual capacity representing the licensed director service provider) and file this information with the Registrar at the time of filing a copy of the company’s register of directors. The company will also need to record and file with the Registrar the name of the relevant licensed director service provider and, where applicable, the name and address of the individual on whose behalf the licensed director service provider acts. A company will be liable to an administrative fine of up to US$50,000 if it fails to file with the Registrar the required information.

As explained further below in ‘Confidentiality’, whilst the register of directors that is filed is not publicly available (unless the company elects for it to be so), a list of director names of the company will be publicly available on request (and on payment of a fee).

Shareholders

A company must (save for certain exceptions)¹ file a copy of its register of shareholders for registration by the Registrar, initially within 30 days of the company’s date of incorporation, or where a foreign company has continued into the BVI, within 30 days of its continuation. The register of shareholders filed with the Registrar need only contain information regarding the company’s shareholders as of the date of filing. If a change to a register of shareholders is made, a copy of the register containing the changes must be filed with the Registrar within 30 days of the change.

Where applicable, the company will (in addition to its register of shareholders) also need to file with the Registrar the following information in relation to any ‘nominee shareholder’:

• the name and address of the nominator;
• the date on which the nominee shareholder ceased to be a shareholder; and
• the date on which a person ceased to be a nominator.

A nominee shareholder is defined under the Act as a member of a company who holds shares in the company and exercises the associated voting rights according to the instructions of a nominator without any discretion or receives dividends on behalf of a nominator. A company will be liable to an administrative fine of up to US$50,000 if it fails to file with the Registrar the required information relating to a nominee shareholder (where applicable).

A company may elect for its filed register of shareholders (including any notations as the company considers fit for its own purposes) to be made publicly available. However, in practice this is unusual unless security has been granted over a company’s shares.

Security over shares

Where a shareholder creates security over its shares in a BVI company, the secured party will typically require the company to elect for its filed register of shareholders that is annotated to record particulars of the security created by the shareholder to be made publicly available. This is often required by the secured party to put third parties on notice of the existence of the security over the shares. For more details, please refer to our guide ‘Taking security over shares in a BVI company’.

Security created by a company

Where a company creates security over any of its assets, it or the secured party may elect to file particulars of security with the Registrar. If the company or the secured party does not file particulars of security, the security will be valid, but its priority under the Act may be affected.

A properly advised secured party will always file particulars of security itself or insist that the company do so because:

• under the Act, the priority of competing security interests created over the same asset is determined by the date and time on which particulars of the security interests were registered; and
• it puts third parties on notice of the existence of the security interest and, under the Act, a person is taken to have notice of any particulars of security that have been registered with the Registrar.

For more details, please refer to our guide ‘Creation of security by a BVI company‘.

Confidentiality

Generally, only the company, its registered agent or domestic competent authorities and law enforcement agencies in the lawful discharge of their responsibilities shall have access to the company’s registers. Unless the company elects otherwise, the register of directors and register of shareholders filed with the Registrar will not be made available to any other person except on an order of the High Court, or on a written request by a competent authority or a law enforcement agency. However, the Registrar will make available, upon request (and upon the payment of a fee), a list of director names contained in a company’s register of directors filed with the Registrar. The information made available will not include dates of birth or addresses of the current directors, or the names of former directors.

In practice, this means that the names of company directors will be available to registered users of the online VIRRGIN² system (the BVI FSC internet-based information network, which is only accessible by account holders) when carrying out a search against a company’s name.

If a company elects to make its register of directors or register of shareholders public (including the filing of its annotated register of shareholders to record security over its shares as mentioned above), the registers, in addition to the names of the directors already available, as mentioned above, may be inspected by the public by carrying out a company search on VIRRGIN. A company search on VIRRGIN will also reveal a company’s certificate of incorporation, certificate of change of name (if any), memorandum and articles of association, the name and address of its registered agent, its registered office address and any security that has been registered with the Registrar.

Resolutions of directors and shareholders

Which resolutions must be kept?

A company must keep the following documents (Company Resolutions):

• minutes of all meetings of its directors or any committee of directors;
• all written resolutions of its directors or any committee of directors;
• minutes of all meetings of its shareholders or any class of them; and
• all written resolutions of its shareholders or any class of them.

Where must resolutions be kept?

A company is free to keep the original Company Resolutions at any location that its directors choose, however, if it does not keep the original Company Resolutions at its registered agent’s office, the company must give its registered agent notice in writing of:

• the location at which those Company Resolutions are kept; and
• any change in the location at which those Company Resolutions are kept within 14 days of the change.

If a company fails to comply with the requirement to keep the Company Resolutions at its registered agent’s office (or such other location as its directors choose) or give the above notifications, it is liable to an administrative fine of up to US$25,000 for each contravention.

Other records, underlying documents and information

Which records must be kept?

Under the Act, a company must keep records and underlying documents (Records) that are sufficient to show and explain its transactions and will enable its financial position to be determined with reasonable accuracy at any time. The Records must be kept for at least five years from the date on which the transaction to which they relate completes, or the business relationship to which they relate terminates.

The Act does not require a company to appoint an auditor, but the company is required to produce an annual financial return (Annual Return) containing prescribed financial information which must be:

• filed with the registered agent within nine months after the end of the company’s financial year; and
• retained by the registered agent for at least five years after the registered agent ceases to act as a registered agent of the company.

However, the requirement to file an Annual Return under the Act does not apply to:

• listed companies;
• companies regulated under financial services legislation which already provide financial statements to the BVI FSC under that legislation;
• companies that file tax returns with the BVI Inland Revenue Department with accompanying financial statements; and
• a company in liquidation, except where the company’s annual return becomes due prior to the commencement of the liquidation.

If the registered agent does not receive the Annual Return within 30 days of the due date, it will need to inform the Registrar. However, the registered agent is not required to file a company’s Annual Return with the Registrar and it will not be available to the public. The requirement for a company to comply with its Annual Return obligations is one of the conditions to maintaining ‘good standing’. Failure to file an Annual Return with the registered agent could also lead to an administrative fine of up to US$50,000.

For more details, please refer to our guide ‘BVI Business Companies – Financial reporting rules‘.

Where must Records be kept?

A company is free to keep its Records at any location that its directors choose, however, if it does not keep the original Records at its registered agent’s office, the company must give its registered agent notice in writing of:

• the location at which those Records are kept; and
• any change in the location at which those Records are kept within 14 days of the change.

If a company fails to comply with any requirement under the Act regarding its Records, it is liable to an administrative fine ranging from up to US$25,000 to up to US$50,000 for each contravention, depending on the relevant requirement.

Beneficial ownership information

A company must (save for certain exceptions) collect, keep and maintain adequate, accurate and up to date beneficial ownership information which must be filed with the Registrar within 30 days of the company’s date of incorporation, or where a foreign company has continued into the BVI, within 30 days of its continuation. Any changes to the beneficial ownership information must be filed with the Registrar within 30 days of the company becoming aware of the relevant changes.

Beneficial owner is defined, in the case of a BVI company other than a listed company, under the Act as a natural person who:

• ultimately owns or controls, directly or indirectly, 10% or more of the shares or voting rights in the company;
• holds, directly or indirectly, the right to appoint or remove a majority of the board of directors of the company; or
• otherwise exercises control over the management of the company.

However, the filing requirement for beneficial ownership information does not apply to:

• companies whose shares are listed on a recognised exchange;
• BVI private, professional, public or private investment funds or BVI incubator or approved funds;
• companies whose shares are held by a trustee that is licensed under the Banks and Trust Companies Act, Revised Edition 2020 (as amended); or
• companies whose shares are held by a trustee that is regulated for anti-money laundering, anti-terrorist financing and anti-proliferation financing purposes in a country other than the BVI,

provided that, for BVI funds or companies whose shares are held by a relevant trustee, the company’s beneficial ownership information can be provided to the Registrar within 24 hours of request by (i) its authorised representative or other person licensed by the BVI FSC that has a physical presence in the BVI, (ii) a person who holds a Category 6 investment business licence pursuant to the Securities and Investment Business Act, Revised Edition 2020 (as amended), or (iii) its trustee (as applicable).

Where any of the above exceptions or other permitted exemption applies to a company, the company’s registered agent will need to make the relevant exemption filing on behalf of the company.

Under the Act, a company will be liable to an administrative fine of up to US$75,000 if it fails to collect, maintain and keep accurate and up to date beneficial ownership information. In addition, penalties apply to a company for contraventions of the BVI Business Companies and Limited Partnerships (Beneficial Ownership) Regulations 2024 (as amended, the BO Regulations). For more details on the BVI beneficial ownership regime and the contraventions and penalty amounts under the BO Regulations, please refer to our guide ‘The BVI beneficial ownership regime‘.

Beneficial ownership information of a company that is filed and maintained by the Registrar in the Register of Beneficial Ownership (BO Register) is not generally available to the public and may only be inspected by competent authorities and law enforcement agencies, acting in the lawful exercise of their powers. In addition, limited disclosure of a company’s beneficial ownership information may be made to foreign parties (or authorities designated by those parties) by virtue of an exchange of notes agreement made between the UK Government and the BVI Government in April 2016 for the exchange of beneficial ownership information.

However, from 1 April 2026, any person may submit a request in the approved form (and payment of a fee) to the Registrar to inspect, or request a copy of an entry in, the BO Register if that person can demonstrate a ‘legitimate interest’ for doing so. For more information on legitimate interest access to beneficial ownership information, please refer to the above guide.

Mutual Legal Assistance (Tax Matters) Act

Under the Mutual Legal Assistance (Tax Matters) Act, Revised Edition 2020 (as amended), a company must keep (in addition to the Records it is required to keep under the Act) records and underlying documents (including financial records) that satisfy the same requirements that apply under the Act. They must be retained for at least five years from the date on which the transaction to which they relate completes, or the business relationship to which they relate terminates.

The company must keep its records and underlying documents at its registered agent’s office, or if its directors choose to keep any of them elsewhere, it must give its registered agent notice in writing of:

• each location where the original records and underlying documents are kept; and
• any change of that location within 14 days of the change.

Economic substance information

Under the BVI economic substance regime, prescribed economic substance information must be submitted by the company to its registered agent for filing in VIRRGIN during the prescribed filing period each year. For more information on the BVI economic substance regime, please refer to our guide ‘BVI economic substance legislation‘.

Registered agent’s office

What must be kept there?

A company must keep the following records and documents at its registered agent’s office:

• its memorandum and articles of association;
• an imprint of each of its corporate seals;
• a copy of each notice or other document filed by the company with the Registrar in the previous 10 years;
• its register of directors or a copy of it;
• its register of shareholders or a copy of it; and
• each Company Resolutions or a copy of it.

If a company fails to comply with any requirement to keep the documents listed above at its registered agent’s office, it is liable to an administrative fine of up to US$25,000 for each contravention.

Access rights of directors and shareholders

Directors

After having given reasonable notice to a company, a director may inspect, or make copies of or take extracts from, the company’s documents and records. The director may do so free of charge at any reasonable time specified by the director.

Shareholders

Except as noted below, after having given reasonable notice to a company, a shareholder may inspect, or make copies or take extracts of the company’s:

• memorandum and articles of association;
• register of shareholders;
• register of directors; and
• minutes of meetings, or written resolutions, of shareholders or any class of which the shareholder is a member.

Unless the company’s memorandum or articles of association state otherwise, if the directors are satisfied that it would not be in the company’s interests to allow a shareholder to inspect (in whole or in part) any register, minutes or resolutions mentioned above, they may refuse to allow the shareholder to inspect, make copies of or take extracts from, the relevant document or limit the shareholder’s ability to do so.

Where a company fails, or the directors refuse, to allow a shareholder to inspect a document (in whole or in part), the shareholder may apply to the High Court for an order allowing the shareholder to inspect the document or to inspect the document without any limitation.

Liability of directors and officers

Where a company contravenes or fails to comply with any provision under the Act, a director, general manager, secretary or other officer of the company who authorised, permitted or acquiesced in the contravention or non-compliance shall be treated as also contravening or failing to comply with the provision of the Act and is liable to the same penalty.

Contacts

A full list of contacts specialising in BVI law can be found here.