In the jurisdictions of BVI and Belize, legislative amendments have already been or are expected to be implemented, focusing mainly on the global trend on transparency. In the British Virgin Islands, the BVI AML Code of Practice and Regulations and the BVI Business Companies Act were introduced and came in effect from the 1st of January 2016 and 1st of April 2016 respectively. As far as Belize is concerned, the Belize International Business Companies Act is expected to be revised within 2016-2017.
Implemented British Virgin Islands Amendments:
In reference to all the existing British Virgin Islands companies, as well as new incorporations that will be established in the future, the registered agent is now required to maintain in its records certain beneficial ownership information (name, date of birth, residential address and nationality) and update this information regularly. All documents must be certified and translated if necessary. Previously, the Law allowed for registered agents to rely completely on third parties (professional intermediaries) to perform due diligence on end user clients and there was no requirement for registered agents to keep any such records.
In addition to the amendments of the BVI regulations, each company will have to supply a new written confirmation where the company books, records, registers and accounting records of the company are kept for a period of 5 years, as well as the name of the person responsible for keeping those accounting records and his address.
Moreover, a register of Directors must be filed at the registry within the first 14 days of incorporation of the company and appointment of the first Director. The Register of Directors will only be available to the company and its registered agent, unless the company elects for the register to be made public. If it remains restricted to the company and its Registered Agent, it will only be accessible by a court order, or with a written request by a competent authority acting within its powers. Existing companies were given a period up to 31st of March 2017 in order to comply with this new requirement. Failure to file the Register of Directors within the specified period will result in penalties.
The time period in which a company can be restored has also been changed from 10 years to 7 years. If a company remains struck off for more than 7 years, then it will be officially dissolved and cannot be restored.
Concluding with the changes in the BVI law, all instruments (contract, deed, agreement, will, order, warrant, letter, or other document showing an intention to make a formal arrangement of any matter) must have the company seal affixed to the instrument. If the seal is not affixed, the document will not be considered valid.
Expected Belize Amendments:
It is expected that by the end of 2016, the Belize international Business Companies Act will be modified through a new directive to be implemented in Belize.
The registry will not only require for the registers of members and directors to be filed with the local Registrar of Companies but also for all resolutions and minutes related to changes of members and directors to be filed as well by the registered agent of the company. All resolutions and minutes will have to be filled within 30 days from the day a resolution is approved.
In addition, according to the Belize Statutory Instrument No. 11 of 2016 – International Business Companies (Fees) Regulations- a new amendment has also been introduced according to which the licence fee of Belize Companies has been increased effective 1st of April 2016. The amendment will affect the application fees, the annual license fee and the capital requirements of a Belize company.
The government fees for the following filings have also been increased: (i) Amendment of Memorandum and Articles of Association; (ii) Articles of Continuation and (iii) Application of Certificate of Good Standing.
The changes introduced in both jurisdictions are expected to bring them closer to compliance with AML Laws, while strengthening them economically following the worldwide crisis. It should be noted, though, that while the amendments are seemingly shifting the confidentiality strictness, it is still obvious that they have gone just as far as required in order to preserve the level of confidentiality high.
Andri Christodoulou
Eurofast Taxand Cyprus
andri.christodoulou@eurofast.eu