The Beneficial Ownership Secure Search System Act, 2017 (the “BOSS Act”) came into force in the BVI on 30 June 2017. The BOSS Act was almost immediately amended by the Beneficial Ownership Secure Search System (Amendment) Act, 2017 (the “Amendment Act”), which also came into force on 30 June.
This 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 BVI Government signed an exchange of notes agreement with the UK Government in April 2016. The Beneficial Ownership Secure Search system is built to ensure that the BVI can efficiently exchange that information in relation to the exchange of notes. The beneficial ownership information in the system will also be available to other authorities in the BVI to ensure that they are able to meet their international obligations. Importantly, the system will not be accessible by the public.
Key provisions are:
- 1) All BVI companies must comply with the requirements of the BOSS Act. The Amendment Act made clear that entities that have ceased to exist, or were struck off before 1 January 2016 do not need to comply with the BOSS Act.
- 2) Beneficial ownership information on each company must be added to the system. The definition of a ‘beneficial owner’ is set out in the legislation.
- 3) An entity shall identify any person who is a beneficial owner or registrable legal entity (as defined) and notify the registered agent of that information within 15 days of identifying such person or entity. The penalties for non-compliance by an entity may reach a fine not exceeding US$250,000, imprisonment for a term not exceeding 5 years or both. In addition, providing false information can lead to a fine of up to US$75,000, up to 5 years’ imprisonment or both.
- 4) The BOSS Act sets out the information that the registered agent must hold for the BVI company or legal entity; the beneficial owners and registrable legal entities. The prescribed information is set out below.
- 5) An entity must within 15 days of becoming aware of a change in any of the prescribed information relating to beneficial owners notify the registered agent of such changes and the dates that they took place. Penalties for a breach can reach US$10,000. In addition, proving false information can lead to a fine of up to US$75,000, up to 5 years’ imprisonment or both.
For each company, the information to be included in the BOSS register is as follows:
(a) the particulars of each company including: the name (including alternative names); incorporation number (or equivalent); date of incorporation; status; registered address; and registered address;
(b) with respect to each beneficial owner: name; residential address; date of birth; and nationality; and
(c) with respect to each company: the details of the entity as outlined in (a); jurisdiction of incorporation; the basis on which the entity is a registrable legal entity; the name of the regulator (if any); and the name of the sovereign state (where the registrable legal entity is a sovereign state or a subsidiary of a sovereign state).