Why a BVI Registered Agent is Essential for Compliance

There is a widespread opinion that the need for a registered agent is purely formal when it comes to establishing an offshore company in the British Virgin Islands. He is regarded as an obstacle or an additional administrative requirement that prevents you from launching your business independently without any intermediaries involved.

However, this doesn’t seem right. The relations between a registered agent and a BVI-based offshore company are much more important and cannot be limited to formal functions only. This person, appointed under the local laws, not only controls and supports the process of launching a new business but also deals with its current maintenance.

A registered agent is not a public official, and neither is he appointed by the authorities of the British Virgin Islands. Such experts should obtain a special license issued by the BVI Financial Services Commission, and this organization also monitors their work. Their top priority is compliance with measures aimed at compliance with anti-money laundering and counter-terrorism financing.

A business registered in the BVI cannot discontinue the registered agent’s services immediately after incorporation. In accordance with the requirements of the specialized Business Companies Act adopted in 2004, a legal entity in the British Virgin Islands must always have a registered agent. The only exception is the stage of business liquidation due to the legal entity’s insolvency. Violation of this requirement results in a USD 10,000 fine.

Legal obligations of a BVI company and its registered agent (* – the BVI Business Companies Act):

• Keeping the corporate documents at the registered agent’s office, including:

• Articles of Association
• Memorandum of Association
• Register of members (original and copy as per section 41*)
• Register of directors (original and copy as per section 118*)
• Copies of all documents that the company submitted to the Registry in the past 10 years
• The company based in the British Virgin Islands has the following obligations if it keeps registers of members and/or directors at the registered agent’s office:

• Notify the registered agent in writing within 15 days of any changes in the register
• In case of any changes, update the agent on where physical records related to the register of members and directors are kept within 14 days
• Additional corporate records that have to be kept (the place is selected by the director, and it can be outside the BVI):

• Minutes and resolutions of all member meetings (section 102*)
• Minutes and resolutions of board or committee meetings (section 102*)
• If the information is kept outside the registered agent’s office, he must be informed in writing of any changes in the storage location within 14 days.

The obligations of a company registered in the British Virgin Islands:

• Maintain and keep corporate records and basic documentation (the location shall be determined by the director)
• Keep records of completed transactions and terminated business relations for at least five years
• Provide information and any records requested by the registered agent, including:

• Cash flow records ((the amounts received and spent by the company), such as contracts or invoices
• Assets and liabilities
• Sales and purchases

The duties of the BVI company’s registered agent:

• Act according to the board’s instructions (not necessarily in the company’s best interest if a conflict arises), provided that:
  • They are in writing
  • A resolution copy is provided.
• Recognize legally valid decisions regarding the appointment and/or removal of a BVI company director.

Other BVI company obligations:

• Have a company seal (stored at the registered agent’s office)
• Submit a copy of the register of directors on time (through the registered agent). The violation of this requirement entails penalties of at least USD 1,000 per month (but no more than USD 5,000).

Resignation and Replacement of the Company’s Registered Agent in the British Virgin Islands

This situation is not very frequent, but it is quite possible. It is essential to understand that a BVI company interacts with the national regulator only via a registered agent. It is not bound to a particular person – even though it depends on him in many ways.

Let us note that it is the registered agent who often decides to discontinue cooperation for various reasons and not on the contrary. The most important one is the impossibility of complying with legal norms (both national and global norms related to anti-money laundering and counter-financing terrorism efforts).

The steps a registered agent should take to discontinue cooperation with a BVI company:

1. Send a written notice to the address of the legal entity’s director. Under the law, there is no need to explain the reasons for the decision.
2. Specify in the letter that the current list of all registered agents available in the British Virgin Islands can be found on the regulator’s website (BVI Financial Services Commission).
3. Transfer a copy of the notice to the BVI registrar.

Reasons why a legal entity may decide to replace the registration agent:

• He wants to resign
• He has lost trust or the legal right to represent the company
• The company wants to do so (there is no need to explain the reasons).

The actual replacement of the company’s old registered agent in the BVI is only allowed if the legal entity has found a new specialist to represent its interests. It is important to understand that you may encounter issues with corporate documents and records if they are stored in the registered agent’s office when powers are assigned.

Here are some other services that we provide in the British Virgin Islands:

• Purchase a Ready-Made Offshore Company in the BVI
• IBC Registration in The British Virgin Islands
• Advice on How to Start a Company in the BVI
• Business Companies, Bank Accounts, and Investment Funds in the BVI
• British Virgin Islands Company plus an Account in HK

A company in the British Virgin Islands is an efficient instrument for international business operations. However, it must have a registered agent to engage in business activities legally. If you need assistance with your BVI business, please do not hesitate to book a personal session with our experts. We will recommend a trustworthy and well-reputed agent to you and help with any other business-related matters.