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Records and Reporting
BVI Companies: Corporate records and financial statements
A BVI company is required to hold a series of records under BVI law. A summary of these requirements is set out below.
Since the introduction of the BVI Business Companies Act, 2004 (the “2004 Act”), the requirements for a BVI business company to maintain and hold financial records have steadily increased. The current position is that a company shall:
(a) keep at the office of its registered agent or at such other places, within or outside the BVI, as determined by the directors, the records and underlying documentation of the company;
(b) retain the records and underlying documentation for at least 5 years from the date: (i) of completion of the transaction to which the records and underlying documentation relate; or (ii) the company terminates the business relationship to which the records and underlying documentation relate; and
(c) provide the registered agent without delay any records and underlying documentation in respect of the company that is requested by the registered agent in accordance with the law.
The records and underlying documentation shall be in such form as are sufficient to show and explain the company’s transactions; and will, at any time, enable the financial position of the company to be determined with reasonable accuracy.
For the purposes of these provisions “records and underlying documentation” includes accounts and records (such as invoices, contracts and similar documents) in relation to: (i) all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place; (ii) all sales and purchases of goods by the company; and (iii) the assets and liabilities of the company.
Assuming that the records are not held at the registered agent’s address, the company must provide the agent with a written record of the physical address of the place at which the records are kept; and record the name of the person who maintains them.
A BVI business company must keep at the office of its registered agent a register of members and a register of directors or a copy of them. Where a company keeps a copy of the registers at the office of its registered agent, it shall:
(a) within 15 days of any change in either register, notify the registered agent in writing of the change; and
(b) provide the registered agent with a written record of the physical address where the original registers are kept.
While the register of members may be filed with the Registry, the register of directors must be filed.
It should be noted that, under the Act, a person must consent in writing to being appointed as a director. This consent should be held by the registered agent.
A company must also keep a register of charges at its registered office or at the office of its registered agent. Where a change occurs in the relevant charges or in the details of the charges, the company must, within 14 days, notify the registered agent of the change.
Minutes and resolutions
A BVI company must keep:
(a) minutes of meetings and resolutions of members and classes of members; and
(b) minutes of meetings and resolutions of directors and committee of directors
Where these records are held somewhere other than the address of the registered agent, the agent must be notified accordingly. Where the place those records are held changes, the company shall notify the registered agent of the physical address of the new location within 14 days.
Location of other records
A BVI company must also keep the memorandum and articles of the company and copies of all notices and other documents filed in the previous 10 years at the office of its registered agent.
A company must have a common seal and an imprint of it shall be kept at the office of the registered agent.
Beneficial Ownership Secure Search System Act, 2017
The Beneficial Ownership Secure Search System Act, 2017 (the “BOSS Act”) facilitates the effective storage and retrieval of beneficial ownership information for all BVI companies and legal entities using the Beneficial Ownership Secure Search system.
The BOSS Act requires a BVI company to provide certain beneficial ownership information to its registered agent to be included on the system. The BOSS Act is considered in more detail here .