CORPORATE TRANSACTIONS & COMPLIANCE BLOG

The British Virgin Islands: Due Diligence and Company Searches

By: Karen Redman and Melissa Tomelden, COGENCY GLOBAL INC. on Thu, Oct 31, 2019

Public Record Due Diligence in the British Virgin IslandsThe British Virgin Islands (BVI) is one of the largest international financial jurisdictions, both in the Caribbean and around the world.

As is the case in the Cayman Islands, the documents that are publicly available for a BVI business company (BVI BC) differ from what can be found in the U.S., but additional information may be accessed through a company’s BVI registered agent with the consent of their client or by court order.

Information Available in the Public Record

General information on companies formed in the British Virgin Islands, such as a company's registration number, registered office, incorporation date, status and authorized capital, can be obtained from the BVI Registrar.

You may also find the following for a BVI BC in the public record:

  • Memorandum and Articles of Association: Similar to Articles of Incorporation you’d find for a U.S. company, a BVI Memorandum and Articles of Association contains more details on the governing of the company. (This would normally be included in the corporate bylaws in the U.S.)

  • Certificate of Incorporation: A one-page certificate confirming that a company is duly registered.

  • Certificate of Good Standing:  This is available if the company is up to date with and has paid its annual registry fee. This Certificate would show both registration and current status.

  • Register of Charges:  A simple company search will reflect mortgages and charges. (‘Charge’, a term more commonly used in U.K. law, denotes any form of security interest over property registered to the entity on the public record.) Under the law, BVI companies are required to create and maintain an internal register of charges. These charges are often recorded in the company’s registry, but not always.

Non-Public but Required Company Information

In 2016, the BVI Business Companies Act was amended to introduce a requirement for all BVI companies to file a copy of their register of directors with the BVI Registrar, an effort to include more identifying information for each director. This information is not available for public inspection unless the company opts to allow it.

A BVI company’s register of members is not filed with the BVI Registrar, however, information (name, nationality, address, ID, etc.) on the company’s beneficial owners must be uploaded to the Beneficial Owner Secure System (BOSS) Portal. While only the company’s registered agent and competent authorities have access to BOSS, the company can choose, for their own reasons, to file their register of beneficial owners with the Registrar. If they do, it is automatically accessible to anyone conducting a search.

With respect to due diligence, it is possible to access general information about a BVI company, a company’s Memorandum and Articles of Association, Certificate of Incorporation, Certificate of Good Standing and Register of Charges in the public record. Additional information could be available through the company’s BVI registered agent but permission from the target company is usually required to secure the release of documents from the registered agent. 

(Note: If you succeed, the registered agent will be the correct person to notarize these documents.)

 

This content is provided for informational purposes only and should not be considered, or relied upon, as legal advice. 

Topics: International Corporate Services, International Secured Transactions