Briefing

BVI Court of Appeal: A director’s right to inspect company’s books and records

In Intimere, the BVI Court of Appeal analysed a director’s right to inspect the company’s books and records under BVI law. The decision provides important guidance on when a company may legitimately resist such a request and on what basis. The ruling offers practical direction for directors seeking information and for boards when considering an inspection request.

Background

Ms Papanikolaou, a director of Intimere Holdings Ltd (Intimere) and Hellicorp Investments Ltd (Hellicorp, together the Companies), sought an order from the BVI Commercial Court (Court) allowing her to inspect the Companies’ books and records, including unredacted engagement letters between the Companies and their lawyers, which identified the third‑party litigation funder which was providing funding to the Companies and other group entities in relation to various disputes (Inspection Application).

Ms Papanikolaou’s Inspection Application was made under sections 100 and 184B of the BVI Business Companies Act (Act).

Section 100(1) of the Act entitles a director to inspect and take copies of the company’s books and records, with the only condition being that reasonable notice be given by the director.

Section 184B of the Act can be used to enforce compliance with section 100 if the company refuses to comply with section 100.

The Companies opposed Ms Papanikolaou’s Inspection Application, alleging that she sought access to their books and records for an ‘improper purpose’. In short, the Companies alleged that Ms Papanikolaou wanted access to the books and records to further the interests of Mr Rabinovich (the beneficial owner of 35% of the shares in Intimere) as part of an illegitimate campaign perpetrated by “hostile parties” which targeted the Companies’ ultimate beneficial owner, Mr Magomedov. The Companies claimed that if Ms Papanikolaou’s associates discovered the litigation funder’s identity, they would target the funder in order to stifle the Companies’ litigation.

At first instance, the Court granted Ms Papanikolaou’s Inspection Application. Being dissatisfied with the Judge’s decision, the Companies appealed.

The appeal

On 4 June 2025, the Court of Appeal of the Eastern Caribbean Supreme Court (Court of Appeal) handed down its decision dismissing the appeal.¹

In reaching its decision, the Court of Appeal applied the decision of the BVI Court in Bowview Overseas Limited & Navigator Finance Limited v Aleman, Cordero, Galindo & Lee Trust (BVI) Limited², which applied the decision of the English court in Oxford Legal Group Ltd v Sibbasbridge Services Plc³.

The Bowview decision reinforces that:

the BVI Court must look at the purpose of the inspection request when asked to apply section 100(1) of the Act; and

to successfully oppose an Inspection Application, a BVI company must satisfy the Court that the Application is motivated by an ‘improper purpose’.⁴

The Court of Appeal upheld the Court’s order compelling inspection of the company’s books and records by Ms Papanikolaou, confirming that:

section 100(1) of the Act grants directors an unqualified right to see / copy company documents (subject to privilege);

refusing an inspection request on the basis that it was made for an ‘improper purpose’ is a narrow exception to this right. Mere conjecture and suspicion are not enough. The Court will not assume that a director will breach their fiduciary duties. The ‘improper purpose’ alleged by the company must be proved with cogent evidence;

knowing how a company is funding the cost of substantial litigation is a legitimate corporate governance concern for a company director and it is reasonable for a director to enquire about litigation that the company is engaged in;

the engagement letters themselves were not privileged but legal advice privilege would apply to substantive legal advice.

Analysis

The Court of Appeal’s reasoning in Intimere highlights four key principles worth noting:

Director access to the company’s books and records is the default position: section 100(1) of the Act speaks in uncompromising terms. A director is entitled, on reasonable notice, to inspect the company’s records and the Board cannot operate a process which limits their access to this information based on perceived need or motives.

The ‘improper purpose’ exception survives, but is strictly policed: the Court can refuse relief under section 184B of the BCA if inspection is sought for an ‘improper purpose’ but the company must prove the alleged ‘improper purpose’, with cogent evidence.

Source of litigation funding / exposure to litigation risk is a legitimate concern: for a director assessing the risks facing a company, and the company’s financial exposure, the question of who is paying for litigation, and on what basis, is sensibly within the scope of a director’s duties and, therefore, falls within section 110(1) of the Act.

Transparency is necessary for effective corporate governance: The BVI’s corporate governance regime demands effective management of a BVI company and transparency between directors.

Inspection requests: Practical steps to consider

Directors:

Carefully consider how to frame your inspection request:
- Have you given adequate notice to the Board?
- Is your request motivated by the legitimate need to carry out your duties? For example, is the purpose of your request to investigate governance concerns such as the company’s financial position, litigation exposure and / or regulatory risk?
- Does your request clearly state the purpose of your request? Might the Board assume that you have alternative motives?
Bear in mind that the information that you seek may not exist or may not be retained by the company. The Act sets out the information, books and records that a BVI company must keep (which may be supplemented by contractual obligations in the M&A or a shareholder / joint venture agreement).
Consider offering a confidentiality undertaking or entering into a non-disclosure agreement (NDA). This may avoid a dispute arising where there is a perceived conflict of interests.

Boards / company secretaries:

Do not take it upon yourself to decide what information a director needs to see to perform their fiduciary and statutory duties.
When resisting an inspection request, seek directions from the Court under section 184B of the Act after gathering specific, admissible evidence supporting the allegation that the request was made for an improper purpose.
Consider entering into a NDA and / or a limited‑use undertaking with the requesting director so that you can release copies of original, unredacted, documents to the director and avoid a dispute over redaction.
Redact privileged information.
Consider, in advance, how to manage an inspection request e.g. acknowledgment of requests, timescales, potential need for a privilege review, potential need for legal advice.

Contact us

Our team of expert BVI lawyers has deep experience advising on all aspects of corporate law, including directors’ rights and responsibilities, corporate litigation and liquidation of BVI companies. You can find more information on our BVI practice here.

If you wish to discuss this article, or other questions of BVI law, please contact the authors or your usual HFW contact(s).

Footnotes

Intimere Holdings Ltd & Hellicorp Investments Ltd v Papanikolaou BVIHCMAP 2022 / 0031 (4 June 2025).
BVIHCV 2017/0156 (27 February 2020) (Bowview).
[2008] EWCA Civ 387 – which confirms that the right exists in order to enable directors to perform their duties and, as such, cannot be used for other purposes.
Bowview also carves out a company’s right to deny access to confidential information which relates to the company’s cooperation with a regulatory investigation (e.g. an investigation by a regulator or law enforcement into potential tax evasion or money laundering, etc).