2024 New Law: Beneficial Ownership Information Reporting

Reporting companies must file the following information: 1. Their legal name; 2. Any trade names or "doing business as" names; 3. The current street address of their principal place of business—if that address is located in the United States (e.g., the U.S. headquarters of a U.S. reporting company), or, for reporting companies whose principal place of business is outside the United States, the current address of their U.S. operations (e.g., the U.S. headquarters of a foreign reporting company); 4. The jurisdiction where they were formed or registered; and 5. Their taxpayer identification number (TIN). If a foreign reporting company does not have a U.S. TIN, it must instead provide the foreign jurisdiction’s taxpayer identification number and the name of that jurisdiction. VI. What information must an individual beneficial owner provide? 1. Full name; 2. Date of birth; 3. Residential address; and 4. An identifying number from an acceptable identity document (e.g., a passport or U.S. driver’s license), along with the name of the U.S. state or jurisdiction that issued the document. Acceptable forms of identification include only the following: 1. An unexpired U.S. driver’s license (including any issued by a U.S. federal, territorial, or insular authority); 2. An unexpired identification document issued by a U.S. state, local, or tribal government; 3. An unexpired U.S. passport issued by the U.S. government; or 4. An unexpired passport issued by a foreign government (only if none of the above three forms of identification are available). VII. Is annual reporting of beneficial ownership information required? No. There is no annual reporting requirement. Companies required to file must submit an initial Beneficial Ownership Information (BOI) report and update or correct their BOI reports as necessary. VIII. What is the filing deadline? - Reporting companies formed or registered on or after January 1, 2024: file within 30 days of formation or registration. - Reporting companies formed or registered before January 1, 2024: file by December 31, 2024. IX. What penalties apply for failure to file? Individuals who willfully violate BOI reporting requirements may face civil penalties of up to $500 per day. Additionally, such individuals may be subject to criminal penalties including imprisonment for up to two years and fines of up to $10,000. Potential violations include willfully failing to file a beneficial ownership information report, willfully filing false beneficial ownership information, or willfully failing to correct or update previously reported beneficial ownership information. This material is provided solely for informational purposes and should not be construed as legal, tax, or financial advice or consultation. Please seek independent professional legal, tax, or financial advice when conducting transactions. This document does not constitute any offer, invitation to offer, or commitment. Furthermore, this document contains no warranties, guarantees, or predictions regarding outcomes. This document/material is provided for informational purposes only and should not be construed as legal, tax, or financial advice or consultation.

Must-read! Comprehensive Guide to Beneficial Ownership Reporting and Ongoing Compliance for BVI Companies

Against the backdrop of increasingly stringent global tax regulation and rising anti-avoidance and anti-money laundering (AML) requirements, the British Virgin Islands (BVI)—a long-established offshore financial center—has aligned itself with international regulatory trends by strengthening its beneficial ownership reporting regime. In 2024, the BVI Government introduced the *British Virgin Islands Business Companies and Limited Partnerships (Beneficial Ownership) Regulations, 2024*, which officially entered into force on January 2, 2025. This regulation mandates beneficial ownership reporting for virtually all BVI companies and limited partnerships, subject to certain specified exemptions. Today’s article provides a detailed, practical interpretation of key reporting requirements to help you navigate and fulfill your compliance obligations smoothly. I. In-Depth Analysis: Core Provisions of the 2024 Regulations 01. Background: Transparency and Regulatory Enforcement The BVI Government enacted these regulations primarily to enhance transparency and strengthen AML and anti-tax avoidance measures. By mandating comprehensive disclosure of beneficial ownership information, financial transactions become more transparent and better safeguarded against illicit financial activities. 02. Scope of Application: Broad Coverage with Limited Exemptions In principle, all BVI companies and limited partnerships are subject to beneficial ownership reporting, though specific exemptions apply: • Entities listed on a recognized stock exchange; • Subsidiaries in which a parent company holds, directly or indirectly, at least 75% of the equity interests or voting rights; or • Legal entities that declare compliance with applicable disclosure and transparency rules and can demonstrate—by reference to internationally accepted standards—that their reporting requirements are equivalent to those under BVI law. II. Practical Guidance: Step-by-Step Reporting Process 01. Reporting Entities and Deadlines Reporting Entities: All BVI companies and limited partnerships. Filing Deadlines: • Newly registered companies must complete beneficial ownership registration within 30 days of incorporation. • Existing companies must submit their first beneficial ownership report by June 30, 2025. 02. Definition of Beneficial Ownership and Reporting Threshold Definition: Beneficial ownership refers to the natural person(s) who ultimately own or control a company or limited partnership. Reporting Threshold: Individuals holding 10% or more of the entity’s equity interests must submit beneficial ownership information. Where no shareholder meets this threshold, beneficial owners are determined based on “decision-making authority and control” over the entity. 03. Reporting Procedure 1. Document Preparation: Gather appropriate identity and ownership documentation, depending on whether the beneficial owner is an individual or a legal entity. 2. Submission: File the beneficial ownership declaration and supporting documents with the BVI Registrar of Corporate Affairs through a registered agent. 3. Updates: Any changes to beneficial ownership information must be updated and re-registered within 30 days of becoming aware of such changes. 04. Required Information For Individual Beneficial Owners: full name, former names (if any), year and date of birth, place of birth, gender, occupation, nationality, primary residential address, country of usual residence, and nature or manner of interest/control within the legal entity. For Legal Entity Beneficial Owners: entity name, registration number, date of registration, principal office or registered address, country of registration or incorporation, legal form and governing law, type of register, and nature or manner of interest/control within the relevant legal entity.