BVI : Regime of beneficial ownership and BOSS


In our news bulletins of November 2015 and February 2016 we reported on the changes to BVI company law which required registered agents in the BVI to collect and maintain prescribed information on the beneficial owners and directors of BVI companies.

As part of this process the BVI government has passed the Beneficial Ownership Secure Search System Act 2017, known as BOSS, which, as the name suggests is a secure database of the beneficial ownership of BVI companies. The legislation came into force on 12 June 2017.

Under the provisions of the BVI Business Companies (Amendment) Acts of 2015 and 2016, information on the beneficial owners of all companies that are registered or domiciled in the BVI must be collected and maintained. The obligation is imposed on the company to identify the beneficial owners and both the company and registered agent to collect and maintain that information.

Under the BOSS legislation the registered agent is required to upload that information to the BOSS database. The requirement applies to all currently active companies and also to those companies that were struck off the Register of Companies before 1 January 2016. The data must be uploaded to BOSS by 30 June 2017 with the system going live the following day, 1 July.

The BOSS secure database is accessible only by the competent authority in the BVI. The competent authority will handle requests for information from government authorities in the BVI and the UK law enforcement agencies.

Excluded from the BOSS system are companies listed on a recognised stock exchange and other entities that are subject to other regulatory oversight. This extends to BVI regulated funds, their investment managers and their subsidiaries. Corporate entities that are registered as ‘foreign companies’ in the BVI are also excluded.

The BOSS system was establish as part of the BVI efforts to comply with the obligations imposed under the Exchange of Notes Agreement that was agreed with the UK in April last year. Under the provisions of the Exchange of Notes, the UK and the BVI will share information on the beneficial ownership of those companies registered in their respective jurisdictions.

The Information
Information will be collected on the beneficial owners who are those individuals, ie natural persons, who have direct or indirect control of 25% or more or the shares or voting rights of the entity. The requirement extends to foundations, trusts and partnerships. In the case of a trust, information must be collected on the trustees or others with control or the settlor, although the precise information to be declared on the register will depend on how the trust is structured (eg fixed interest, discretionary, revocable).

The information collected on the BOSS database includes the full name, address, date of birth and nationality of the beneficial owner with full details of the company.