Beneficial ownership information and the BVI: Updates on registration and legitimate interest access

Broadly speaking the amendments do two things. First, they respond to industry feedback and make technical updates on various matters contained in the new beneficial ownership system published earlier this year (see our earlier note here). In particular, they expand on and clarify some of the exemptions in the legislation. These changes have been expected for some time and will be very welcome, especially for investment funds and entities held by trusts with foreign regulated trustees.

Second, the BVI has now finalised the legislation necessary to allow legitimate interest access to certain beneficial ownership information. This will become fully operational in April 2026. It is important to note that the amendments do not amount to the introduction of a publicly available register of beneficial ownership in the BVI. The BVI has aligned itself with the EU, several other British Overseas Territories and Crown Dependencies in adopting a legitimate interest-based framework.

The Regulations implement the policy which the BVI Government consulted on in January this year and which was published in final form on 23 June 2025. As discussed further below, the Regulations seek to balance the fight against financial crime with the need for privacy and to protect vulnerable beneficial owners and, to that end, include a number of welcome safeguards.

The BVI has collected beneficial ownership information on companies and entities incorporated in the BVI for some time, initially through KYC collected by registered agents and other service providers and then additionally on a centralised basis via the introduction of the Beneficial Ownership Secure Search System Act, 2017 (Boss Act). The Boss Act established the BOSS system, a secure electronic platform designed to collect and store information on the beneficial owners of British Virgin Islands entities, which was held on a private basis but granted access to regulators and certain other international entities. The BOSS system was replaced earlier this year with a new regime to collect beneficial ownership via the VIRRGIN system, which is used for other company filings and searches. Following a recently granted extension, BVI entities and their registered agents now have until the end of the year to ensure that the information is properly updated and entered.

The BVI’s long standing position on public access to beneficial ownership information was that the jurisdiction would only grant such access if it became a global standard, and at one stage this did seem to be the general direction of travel. However, events in the last few years have made it look increasingly unlikely that publicly available registers of beneficial ownership will become a global standard in the near future. One of the most significant developments was the decision of the Court of Justice of the European Union (in cases C-37/20 and C-601/20) which held unrestricted access to beneficial ownership information did not achieve an appropriate balance between transparency and the protection of personal information. Similarly, the Corporate Transparency Act in the US which was introduced in 2021 was suspended and then heavily curtailed by the Trump administration.

Accordingly, in December 2023 the BVI Government confirmed it had adopted the position that it will be allowing access to beneficial ownership only to those who can demonstrate a legitimate interest (an approach broadly consistent with the approach the EU is now following in its 6th Anti-Money Laundering Directive).

This was followed in January 2025, by the publication of a draft policy on the introduction of a "legitimate interest" access regime, in response to the evolving global transparency standards and its commitment to the fight against financial crime. A final policy on rights of access to beneficial ownership information was then published on 23 June 2025 reflecting the feedback previously received which can be found here. The Regulations which have now been passed seek to implement this policy.

The Regulations expand existing exemptions to the requirement to provide beneficial ownership information to the BVI Registrar of Corporate Affairs (Registrar), broadly the requirement to do so does not apply to:

• a legal entity that is a subsidiary of a fund (including a foreign fund) provided the fund collects, keeps and maintains beneficial ownership information, which can be provided (if necessary) to the Registrar within 24 hours of request;
• a company that is a subsidiary of a company listed on a recognised stock exchange; or
• a company which the BVI Government or another foreign country or territory holds more than 50 per cent of the shares or voting rights.

The Beneficial Ownership Regulations also introduce an exemption which applies to BVI companies whose shares are held by a trustee regulated (for AML, ATF, and APF purposes) in a country other than the British Virgin Islands (the foreign trustee exemption).

While an exemption already applied in relation to BVI funds, the Regulations have been amended to make clear that (as was always intended) provided the information can be made available within a specific period of time it does not need to be also maintained in the BVI.

Legitimate interest is a demonstrable and bona fide  interest in accessing beneficial ownership information, for the purposes of conducting customer due diligence when fulfilling AML/CFT/CPF obligations, or investigating money laundering, terrorist financing, or proliferation financing. The requester must provide various information, including the reason for the request, their personal details and a confirmation the information will be used only for the purpose requested.

When legitimate interest access can be established, the registry will disclose ownership information only on individuals who, directly or indirectly, hold a twenty-five per cent or more ownership interest in the relevant BVI company or limited partnership. The name, nationality, month/year of birth, and the nature and extent of their beneficial interest will be disclosed.

All requests for access to beneficial ownership information must be submitted electronically to the Registrar through the VIRRGIN platform. Any request for access must be accompanied by relevant information in relation to the requester, as set out in the Policy. The Registrar has committed to process legitimate interest requests to access beneficial ownership within 12 business days of receipt.

There are two critically important protections for beneficial owners. Firstly, the entity will be notified of access requests, giving them an opportunity to object. Second, they can apply for a general exemption from legitimate interest access if they satisfy certain criteria.

Objection

If the Registrar considers a request to meet the access criteria the company will be notified giving them the opportunity to object to their information being shared on various grounds. Once the Registrar has received what it considers to be a valid legitimate interest access request, it shall notify the company of the request. The notification will include the purpose of the request (if an individual has made the request) and both the name of the legal person making the request and purpose of the request (if a legal entity has made the request).

The company has five business days from the date of notification to object to its beneficial ownership information being shared with the requester. The company’s objection notice must include details of the beneficial owner and the reason for their objection, such as:

• a reasonable belief in exposure to disproportionate or other serious risks, discrimination, kidnapping, blackmail, extortion, or other forms of intimidation;
• the beneficial ownership information relates to a child or an individual who lacks legal capacity;
• the beneficial ownership information will or is likely to raise or affect issues of national security (whether in the BVI or elsewhere); or
• the request is of such a nature that the Registrar should consider that it is not in the public interest for him or her to accede to the request.

Their objection should include supporting evidence.

If the objection is upheld by the Registrar, the request for access to the beneficial owner’s information may be refused (in whole or in part). If an objection is not successful there is a possibility of an appeal, which would also suspend disclosure until the appeal is resolved.

Exemption

Beneficial owners may also apply (at any time) to the Registrar for an exemption from having their information shared, where sharing their information would:

• in the beneficial owner’s reasonable belief, result in exposure to disproportionate or other serious risks discrimination, kidnapping, blackmail, extortion, or other forms of intimidation;
• relate to a child or an individual who lacks legal capacity;
• raise or affect issues of national security (whether in the BVI or elsewhere); or
• not be in the public interest for him or her to accede to the request.

Approved exemption applications will prevent relevant beneficial ownership information from being disclosed on legitimate interest grounds, although access will still be granted to competent authorities and law enforcement agencies to enable lawful execution of their duties.

Although the beneficial ownership regime will not become fully operational until April, entities will be able to apply for exemptions from 1 January 2026. As with objections, if a request for an exemption is dismissed there is an appeal mechanism.

Our team of experts have been working closely with the BVI Government and have provided feedback on legislative development throughout the consultation. As well as being able to assist with objection and exemption applications, we are also happy to explore restructuring options for beneficial owners and legal entities.

The BVI has very clearly recognised the importance of ensuring regulators and others who have a legitimate need to information for the purposes of fighting financial crime can get that information quickly and easily. However, it has also recognised that there are legitimate reasons for the owners of companies to want privacy, including cases where harm could be done to vulnerable issues, or where there may be grounds to doubt the legitimacy of the request. It has sought to find a fair balance between those two competing imperatives. It is somewhat inevitable that it will not please both sides of the debate, but we generally welcome the clarity introduced by the introduction of the final Policy and Regulations.

What the BVI has created is in some respects more favourable to the users of BVI entities than what it had consulted on a few months earlier and demonstrates that the BVI Government and regulators have listened closely to the industry feedback received. We recognise of course that some clients may still have concerns or want more specific advice, whether that is on how exactly this will impact their structures or on whether they may be entitled to exemptions. Our dedicated team has been closely involved in providing feedback on the development of the legislation on behalf of our clients and the wider industry and we would be very happy to help.