Recent Regulatory Changes for British Virgin Islands Business Companies: 2024–2025

Overview

The British Virgin Islands has implemented significant reforms to its business company framework during 2024–2025, addressing beneficial ownership reporting, the replacement of the BOSS register, economic substance requirements, and the implications of the FATF grey-listing.

1. BC Amendment Act 2024 — Register of Members Filing (January 2025)

The BVI Business Companies (Amendment) Act 2024, operative from January 2025, introduced mandatory filing of the Register of Members (ROM) with the BVI Financial Services Commission (FSC) for all Business Companies. Previously, BCs only maintained a ROM with their registered agent. The ROM filed with the FSC contains the names, addresses, and extent of shareholdings of all members. The register is not publicly accessible but is available to law enforcement and competent authorities.

2. BOSS Abolished — Central Register (January 2025)

The BOSS system (Beneficial Ownership Secure Search) was abolished in January 2025. Beneficial ownership information for BVI BCs is now reported directly to the FSC. The BO threshold was revised from more than 25% to 10% of shares, voting rights, or control — a stricter standard than most offshore jurisdictions, aligning with FATF recommendations for higher-risk jurisdictions.

3. Economic Substance — Active vs. Passive Holdings

The BVI Economic Substance Act continues to apply to BCs undertaking relevant activities. For 2025, the FSC clarified the distinction between active holding companies (holding equity interests in subsidiaries engaged in relevant activities) and passive holding companies (holding only equity investments without commercial activity). Active holding companies are subject to full economic substance requirements, while passive holding companies have reduced obligations limited to proper accounts maintenance.

4. FATF Grey-listing (June 2025)

The FATF grey-listed the BVI in June 2025 following a mutual evaluation identifying deficiencies in AML/CFT supervision and beneficial ownership transparency. Grey-listing does not prohibit transactions with BVI entities but requires enhanced due diligence by financial institutions in FATF member jurisdictions. BVI authorities committed to an action plan addressing BO register effectiveness, prosecution of money laundering offences, and VASP supervision.

Summary of Key Legislative Instruments