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Changes in the anonymity status of BVI companies. The “BOSSs Act”
On June 12th, 2017 the BVI Government enacted the Beneficial Ownership Secure Search system Act, 2017 (“BOSSs Act”) and it shall come into force on June 30th, 2017.
The BOSSs Act creates a secure system, the Beneficial Ownership Secure Search System (“BOSSs”) for the effective, efficient and confidential storage of information regarding the beneficial owners of companies registered in the British Virgin Islands. The BOSSs Act complies with the provisions of the existing legislation, which requires registered agents to collect and maintain information about the beneficial owners of the corporate and legal entities to which they provide services.
BOSSs allows beneficial ownership information to be shared with the UK, in accordance with the Exchange of Notes signed between the BVI and the UK Governments in April 2016 and provides specific BVI authorities with immediate access whenever a request of information is received for a corporate or legal entity registered in the jurisdiction.
The required information will be collected and maintained by each registered agent licensed to operate in the British Virgin Islands in a separate database, encrypted by a unique private key. This database will be accessible by the pertinent BVI authorities and the information will not be made public.
Only “designated persons”, who have passed special security tests, have taken a confidentiality oath and have been designated by the Minister once they are deemed fit and proper, will have access to BOSSs. The designated persons can execute a search in BOSSs only after a formal, duly vetted, request by a competent authority has been received.
The information to be submitted to BOSSs about the corporate and legal entity is:
• Company name
• Incorporation number
• Date of incorporation
• Registered office address
• Any other particulars prescribed by an Order of the Minister
The information to be submitted to BOSSs about the Beneficial Owner is:
• Residential address
• Date of birth
Any changes in this data must be updated by the registered agent within 15 days after receiving the notification about the change.
The information shall be maintained in the registered agent’s database for a period of 5 years after the corporate or legal entity has been dissolved or has ceased to act as a corporate or legal entity.
According to the BOSSs Act, the beneficial owner of a company is the natural person who owns or controls 25% or more of the shares or voting rights in a company or who exercises control over its management.
The BOSSs Act applies to all BVI companies active on June 30th, 2017, as well as companies struck off the Register from January 1st, 2016.
Exempt persons are not required to maintain the above information. Exempt persons are:
a) A fund licensed in the BVI.
b) A company with securities listed on a recognized stock exchange, or its subsidiaries.
c) A BC licensed in the BVI.
d) A company exempted by regulations. Companies, Registered Agents or designated persons who fail to comply with their obligations under the Act can be subject to very significant penalties and in some cases even imprisonment.