Over the last 40 years, the British Virgin Islands (BVI) has established itself as a premier jurisdiction for company incorporation, with more than one million companies registered from around the globe. Today, the Registry of Corporate Affairs boasts over 350,000 active companies, reflecting the country’s robust appeal to international business. Myrna Herbert has been the Registrar of Companies for the past 26 years and has witnessed the registry’s evolution.
What have been the key achievements of the Registry of Corporate Affairs since its establishment?
Since its inception, the Registry of Corporate Affairs has made significant strides in enhancing our services and improving operational efficiency. One of our most notable achievements has been the implementation of the VIRRGIN electronic filing system. This innovative platform has revolutionised how businesses interact with the registry, making the filing process more streamlined and accessible.
In addition to VIRRGIN, we have successfully digitised over 75% of our pre-VIRRGIN legacy files. This major undertaking not only preserves vital historical records but also facilitates easier access for stakeholders and the public.
Furthermore, we have diligently administered key legislative frameworks, including the BVI Business Companies Act (Revised Edition 2020) and the Limited Partnership Act (Revised Edition 2020). These acts are crucial in providing a robust regulatory environment that supports business growth in the BVI. We also oversaw the implementation of the Trade Marks Act of 2013, which continues to play a crucial role in protecting intellectual property and fostering innovation within the region.
Together, these achievements reflect our dedication to enhancing the business environment in the British Virgin Islands and supporting our stakeholders in their endeavors.
What are some benefits of having the BVI Business Companies Act and how has the Registry of Corporate Affairs effectively administered it?
The BVI Business Companies Act is the statutory foundation for our BVI business companies. When this act came into force in 2004, it not only modernised company registration requirements in the BVI but it also permitted a flexible list of corporate vehicles which could fall within the business company framework. This ultimately resulted in an increased number of new incorporations in the first years after promulgation of the Act.
The Registry maintains the substantial portfolio of BVI business companies; its principal role is to accept verified information related to BVI business companies, through filings, and to make the information available for public inspection. These filings as well as the accessing of information are mostly conducted by service providers like corporate lawyers, corporate administrators, accountants. The reliance and burden placed on the Registry is to ensure the integrity of the information available for public inspection is a real one, and our day-today operations reflect how seriously we take this administrative task.
How has the Registry of Corporate Affairs ensured that entities doing business in, and from, the Territory are duly registered and that the Register of Companies is properly maintained?
Company filings are handled through our electronic filing system, VIRRGIN, which enhances efficiency and accuracy in our processes. The system enables the automatic approval of company names without requiring manual intervention from Registry staff, reducing the likelihood of errors. Additionally, new registrations and post-incorporation filings are submitted, reviewed, and filed electronically, allowing us to maintain our registers with greater precision and reliability.
What have been the key achievements and challenges of the Intellectual Property Unit within the Registry of Corporate Affairs administering all laws relating to intellectual property in the BVI?
The Intellectual Property Unit has made significant strides in enhancing the administration of intellectual property in the BVI. Since the introduction of the Trade Marks Act 2013, we’ve seen a marked increase in trade mark filings, reflecting the Act’s positive impact on intellectual property protections. A key achievement has been the digitisation of 95% of trade mark and patent records, which has streamlined our processes considerably. We have also completed a comprehensive reclassification of existing trademarks under the new Act and have streamlined the Trade Marks Register to make it more user-friendly and efficient.
Moving from physical document submissions to electronic ones has been transformative, as has the creation of a temporary online data storage system to securely manage trade mark and patent information. However, our primary challenge has been the previous reliance on physical files for processing daily transactions, which often led to delays. Although we have now transitioned to electronic storage, maintaining updated records still requires manual updates, posing an ongoing challenge to the system’s efficiency.
How has the Intellectual Property Unit ensured compliance with the Trade Marks Act, the registration of UK Trade Marks Act and the registration of UK Patents Act?
The Unit ensured compliance through the licensing of Trade Mark agents as required by the Act, storage and digitisation of files to improve access and efficiency, and weekly staff training and reviews. With regard to the UK Trade Marks Act, and UK Patents Act, since the BVI’s Trade Marks Act came into force, we no longer observe the old dual filing system; rather, where a person seeks to locally protect a mark or patent which they have already in the UK, this can be achieved by registering the respective mark under the local Act with the assistance of a Trade Mark Agent.
What have been the biggest regulatory developments since the Registry of Corporate Affairs was formed and what do you expect to see for upcoming developments that could allow you to strengthen the scope of services provided by the British Virgin Islands?
In my view, the most significant regulatory development was the transition from the International Business Companies Act (Cap 291) and the Companies Act (Cap 285) to the BVI Business Companies Act, 2004. This provided for the re-registration of the International Business Companies Act (IBCs) and Local Companies into the new regime.
The BVI Business Companies Act came into force in 1st January 2005. IBC’s were transitioned either voluntarily or automatically by 1st January 2007 and local companies by 1st January 2009. Although some elements of the IBC Act and Companies Act were brought over to the BVI Business Companies Act through the transitional provisions, it is important to note that the old Acts were amalgamated into the BVI Business Companies Act causing it to become the sole corporate statute for the regulation of BVI business companies.
Over the past 40 years, how have the types of companies registered in the Territory changed?
Over the last four decades, the types of companies registered in the BVI have expanded to meet the diverse needs of the global business community.
The BVI Business Companies Act accommodates several company types, each tailored to specific corporate purposes and structures. These include companies limited by shares, which remain a common choice, and companies limited by guarantee, with options both to issue shares and not to issue shares, catering to varied corporate goals.
Additionally, there are unlimited companies with and without share issuance authority, as well as purpose-specific companies, such as resulted purposes companies, designed for specialised functions. Segregated Portfolio Companies offer another unique structure, allowing for asset and liability separation within one entity.
This range underscores the BVI’s adaptability in serving a global clientele with increasingly complex corporate needs.
How do you see the role of the Registry evolving over the next 40 years as BVI continues to develop its financial services sector?
Over the past few years, the role of the Corporate Registry has been mainly to register and maintain registration records, while tasks related to regulation were squarely placed within the remit of our regulatory divisions. The former is somewhat changing in that there is a new requirement for the beneficial ownership information to be filed with the Registry as well as the administration of the penalties regime. This new prescription implies that the Registry will have trusteeship of some regulatory and supervisory functions beginning in the near future.
In terms of continued evolution, while I cannot say with preciseness what the future will hold, I believe that changes are likely to be fueled by industry and business advancements, product diversification, digitisation, and our efforts to keep pace with international regulatory requirements.