Guide

Client guide: Obtaining information on BVI companies

The books and records of a BVI company are confidential. It is therefore important to know what information is publicly available, and your information rights, when dealing with a BVI company. This guide explores the company information which is available to third parties and to the directors, shareholders and liquidators of BVI companies.

The books and records of a BVI Company

BVI companies are obliged to retain certain books and records.

In compliance with the BVI Business Companies Act 2004 (Act), the following documents are kept by a BVI company at the office of its registered agent:

memorandum and articles of association (M&A);
register of directors (or a copy);
register of members¹ (or a copy);
register of charges (if any);
the company’s records and underlying documentation²;
copies of notices or documents filed by the company with the BVI Registrar of Corporate Affairs (Registrar) in the past 10 years;
minutes of all meetings and all written resolutions of its members and directors³; and
annual return provided to the registered agent for each financial year⁴.

What is a ‘Registered Agent’?

BVI companies are required by BVI law to appoint a licensed registered agent.

Registered agents are regulated by the BVI Financial Services Commission (Commission) and provide company administration services, including company incorporation and registered office services. Their duties include making statutory filings and paying annual fees on behalf of the company.
The registered agent is not an officer of the company and acts in accordance with the directors’ instructions.
Typically, a BVI company’s registered office will be the office of its registered agent. In any event, documents can be served on a BVI company at the office of its registered agent.

Information available to directors and members

Directors and members will ordinarily approach the company and / or its registered agent in the first instance when they are seeking access to information and documents.

Directors are entitled to inspect and take copies of all of the company books and records. They require access to these documents to fulfil their duties as directors.⁵

Members have no management role and, as such, have more limited rights under the Act. Members are only entitled to inspect and take copies of the company’s:

M&A;
register of members and register of directors (together, the Registers); and
minutes of member meetings and resolutions made by the members (together, the Member Resolutions).

However, members only have guaranteed access to the M&A:

Where they are satisfied that giving access would be contrary to the company’s interests, the directors are empowered by the Act to refuse a member’s request to inspect the company’s Registers and the Member Resolutions, or to restrict inspection (e.g. the directors can refuse to allow copies to be taken).
If the member is dissatisfied with the directors’ decision, they can apply to the BVI court seeking an order permitting inspection without limitation.
The directors’ powers to refuse or restrict inspection can be removed by inserting appropriate wording in the M&A.

Information available to third parties

Company search – General

Third parties can obtain specified documents and information about BVI companies by instructing a search of the Registrar’s records. Those records are held digitally by the Commission on its secure site, VIRRGIN, which is accessible by account holders in the BVI.

The following documents and information can be obtained by instructing a company search via VIRRGIN:

Documents	Information
Certificate of incorporation certificate of change of name (if any)the current and prior versions of the company’s M&A notice of appointment of liquidator or receiver (if any)articles of merger (if any)articles of arrangement (if any).	Registered office address name and address of the company’s registered agent whether the company is in ‘good standing’ (i.e. whether it is active, struck off, in liquidation or dissolved).

Company search – Company registers

Unlike some other common law jurisdictions, a BVI company’s Registers are not publicly available.

A BVI company can elect to make its Registers publicly available, but this is rare (unless a share charge has been granted – see below). As a result, in most cases the Registers are not available via a VIRRGIN search and it is necessary to seek an order from the court.

Third parties can also obtain a list of the company’s current directors. While the list is produced from information contained in the Registers, the register of directors itself remains private and the identity of former directors is not included. It is also worth noting that the VIRRGIN search is carried out with reference to the BVI company’s name and, as such, will not confirm other directorships held by a specific individual.

Company search – Securities

If a BVI company has security over any of its assets, the company or the secured party can file particulars of the security with the Registrar, which would then be available to the public via VIRRGIN. This ensures that the secured party’s interest is protected against competing secured creditors, establishes priority and puts third parties on notice of the secured party’s interest.

Similarly, where a member creates security over shares in a company, the secured party usually requires the company to file with the Registrar a copy of its register of members, annotated to record particulars of the security created. Again, this information will be available via VIRRGIN, for similar reasons.

Court search

Third parties can also instruct a search of the records held by the BVI Court Registry. This is an administrative process and does not require court proceedings.

Upon payment of the required fee, a court search can be carried out against the name of a company (or an individual) and, if that company (or individual) is involved in litigation in the BVI, copies of the following may be taken from the court file(s):

claim forms;
notices of appeal; and
judgments and orders.

A court search is an inexpensive way to confirm whether a BVI company is engaged in litigation or the subject of a winding up application. It is therefore a useful tool when carrying out due diligence investigations prior to entering into a finance transaction, making an investment or instituting legal proceedings.

If the relevant court file is sealed⁶ or additional documents are sought, the third party can apply to the court seeking an order permitting access to the file/documents. The company can oppose this.

Liquidation

Liquidators

Following their appointment, liquidators have custody of and control over the assets of a BVI company and effectively ‘step into the shoes’ of the directors in relation to the management of the company. Liquidators are therefore entitled to the same documents and information as directors.

The Insolvency Act 2003 (Insolvency Act) empowers the company’s liquidators (or provisional liquidators) to compel delivery up of the company’s books and records from, for example, the company’s directors, members, employees and accountants. If delivery is not made, the person holding the documents commits an offence. The liquidators can also apply to the BVI court seeking an order directing the person to deliver the documents.

Creditors and members

The creditors and members of a BVI company have certain information rights in the event of a company’s insolvency and can apply to the BVI court under the Insolvency Act seeking an order which permits them to inspect specified books, records and documents of the company. However, access is not automatic. The court may refuse the application (i.e. on the basis that the application was made for purposes which do not relate to the company’s winding up).

The BVI Business Companies (Amendment) Act 2024: New statutory filing obligations

The BVI Business Companies (Amendment) Act 2024, which came into force on 2 January 2025, expanded the filing obligations of a BVI company and the information which may be available:

Register of members

BVI companies must now file their register of members with the Registrar. The register filed must include details of members, shareholdings, voting rights (if not in the M&A), and particulars of any nominator where shares are held by a nominee.
This filing is private, unless the company elects to make the register of members public.

Beneficial ownership

BVI companies must collect, keep and maintain up to date information on the beneficial owners of the company.
Certain exceptions apply but, generally speaking, BVI companies must now file beneficial ownership information with the Registrar.⁷
- Previously, beneficial ownership information was filed via the BVI’s Beneficial Ownership Secure Search system, (BOSS), which was created in 2017 to comply with international standards on tax transparency and to enable the BVI to play its part in global efforts to combat financial crime (e.g. money laundering, terrorist financing etc).
Beneficial ownership information is not publicly available:
- Initially, access was restricted to and law enforcement and other government authorities (i.e. the BVI Financial Investigation Agency, the BVI International Tax Authority, etc) who need the information to perform their duties (e.g. investigate financial crime such as tax evasion or money laundering). This mirrored the arrangement under the BOSS regime.
- However, from 1 April 2026,⁸ someone who can demonstrate a “legitimate interest” can apply to the Registrar for access to beneficial ownership information. The BVI legislation defines “legitimate interest” narrowly and this information disclosure regime largely focuses on parties who need beneficial interest information to prevent or investigate money laundering, terrorist financing or proliferation financing.

When are these filings made?

Existing BVI companies had to file their register of member and beneficial ownership information by 2 January 2026.

New companies have 30 days from incorporation to make these filings. Similarly, changes must be filed with the Registrar within 30 days.⁹

Conclusion

Whether you are a creditor or director of a BVI company, or a member or indirect investor in a structure which includes a BVI company, it is important to know your information rights and to carefully consider whether you need additional information in order to protect your interests.

While the Act and the Insolvency Act contain certain safeguards, careful drafting at the outset, for example setting out enhanced member information rights in the M&A or a separate joint venture agreement, or providing for regular financial reporting to creditors, can prove invaluable. HFW can advise you on your information rights and the available remedies if a dispute arises.

Contact us

HFW has a global team of BVI Legal Practitioners who can assist with Corporate & Commercial instructions, Finance matters, Disputes and Insolvency. More information on our BVI practice.

This guide provides an overview of the information which is generally available in relation to BVI companies. If you have any questions, please contact the authors of this guide or reach out to your usual HFW contact(s).

Footnotes

This guide uses the broader term ‘member’ as opposed to ‘shareholders’. However, in the context of companies limited by shares, the term ‘shareholder’ can be used interchangeably.
BVI companies are obliged to keep such records for at least 5 years from the date of the relevant transaction or the termination of the business relationship to which the records relate.
If the principal minutes and resolutions are held elsewhere, the Act obliges the company to tell the registered agent where they are kept.
The Annual Return is not filed with the Registrar and is not publicly available.
The Eastern Caribbean Court of Appeal has reaffirmed and strengthened directors’ statutory rights to inspect company records. In Intimere Holdings Ltd & Hellicorp Investments Ltd v Papanikolaou BVIHCMAP2022/0031 (4 June 2025, unreported), the Court held that the right is mandatory and robust; access may be refused only where the company proves an improper purpose on cogent evidence, mere suspicion being insufficient. In practice, directors can obtain full and unredacted documents reasonably required to discharge their duties. We discuss the BVI Court’s decision in more detail in our Insight: BVI Court of Appeal: A director’s right to inspect company’s books and records | HFW
A sealed court file is confidential to the court and the parties involved.
Exceptions: (1) a company whose shares are listed on a recognised exchange; and (2) a regulated fund or company whose shares are held by a BVI licensed trustee (subject to conditions including provision of beneficial ownership details to the Registrar upon request).
Pursuant to the BVI Business Companies and Limited Partnerships (Beneficial Ownership) Regulations 2024.
Penalties apply if BVI companies fail to comply with their obligation to make statutory filings and, in some cases, if the required information is not kept up-to-date (e.g. beneficial ownership information). Ultimately, a BVI company may be struck off if it repeatedly fails to comply with its filing obligations and pay associated penalties.