The BVI Beneficial Ownership Secure Search System Act, 2017 (the “BOSS Act”) came into force in the BVI on June 30th, 2017. The Act requires Resident Agents to file Beneficial Ownership and other information in the BOSS system, which is a central register.
Legal Entities
The BOSS Act applies to all corporate and legal entities, including corporations incorporated in the BVI and limited partnerships formed in the BVI, as well as foreign corporations and foreign limited partnerships.
Beneficial Owner
A Beneficial Owner is defined under Section 6(1) of the Act as a natural person who ultimately owns or controls a legal entity and includes: (a) the natural person who owns or controls, directly or indirectly, 25% or more of the shares or voting rights of the legal person; (b) in the case of a legal person, a natural person who otherwise exercises control over the management of the legal person; (c) In the case of a legal arrangement: (i) the partner(s) who control the partnership; (ii) the trustee or other person who controls the legal arrangement; (iii) the settlor or other person by whom the legal arrangement is made.
Registrable Legal Entity
A Registrable Legal Entity is a legal entity which is: (a) a BVI mutual fund; (b) a corporation listed on a recognized stock exchange; (c) a licensee or a foreign regulated person; (d) a sovereign State or a wholly owned subsidiary thereof. Resident Agents are not required to identify the natural persons that are beneficial owners of Registrable Legal Entities.
Information to be Reported
The Beneficial Owner information to be filed with the BOSS system for legal entities is the name of the entity, incorporation number or equivalent, the date of incorporation, the status of the entity, and the Registered Address. For natural persons, the information to be filed is the name, residential address, date of birth and nationality(ies) of the Beneficial Owner.
For Beneficial Owners that are Registrable Legal Entities, the information to be filed includes the details of the entity, the jurisdiction in which the entity is formed, and the basis on which the entity is designated as such. For foreign Registrable Legal Entities, the information to be filed includes the jurisdiction of the entity, and name of the foreign regulator or name of sovereign State.
Registered Agent
BVI Registered Agents must identify, and report in the BOSS system, the required information on Beneficial Owners and Registrable Legal Entities of each BVI corporation for which it acts as Registered Agent, and must file updates within 15 days.
Access to the Beneficial Ownership Secure Search System
The information filed in the BOSS system is not publicly accessible. Access to BOSS is restricted to BVI authorities, such as the Financial Investigation Agency, the Financial Services Commission, the International Tax Authority, or the Attorney General’s Chambers. UK law enforcement authorities do not have direct access to the BOSS system; instead, they must go through one of the BVI authorities to obtain the required information.
Penalties
Failure to comply with the BOSS act can result in fines up to $250,000 and imprisonment of up to 5 years.
In summary, the BOSS Act in the BVI, effective since 2017, mandates comprehensive reporting of Beneficial Ownership info for various legal entities. BVI Registered Agents must ensure timely reporting, with this data remaining confidential and accessible only to authorized authorities. Non-compliance leads to substantial penalties, underlining the importance of adhering to the BOSS Act for enhanced transparency and regulatory control.
