BVI Updates – ROM, ROD & ROBO

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Recap:

New Legislation: The BVI Business Companies (Amendment) Act, 2024, and Beneficial Ownership Regulations, 2024, took effect on January 2, 2025, to enhance transparency.

Key points:

  1. Register of Members (ROM): Companies must submit their ROM, including nominee shareholder details, to the BVI Registry within 30 days.
  2. Register of Directors (ROD): First directors must be appointed within 15 days of incorporation, with ROD filings required within 15 days.
  3. Register of Beneficial Owners (ROBO): Register replaces BOSS, lowering ownership disclosure threshold from 25% to 10%.
  4. Continuation Rules: Additional compliance for companies migrating in or out of the BVI.

Penalties (if failed to file):

Register of Members

  1. Initial Penalty: If an existing company fails to comply with the filing requirements within the first 3 months, it is liable to a penalty of US$600 plus a filing fee of US$50.
  2. Second Period Penalty: If the non-compliance continues for another 3 months, the company is liable to an additional penalty of $800.

Register of Beneficial Owner

  1. Initial Penalty: If an existing company fails to comply with the filing requirements within the first 3 months, it is liable to a penalty of US$600 plus a filing fee of US$125.
  2. Second Period Penalty: If the non-compliance continues for another 3 months, the company is liable to an additional penalty of $800.

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