Background
The issue of beneficial ownership information for legal entities, and particularly whether such information should be publicly available and freely accessible has been a major issue for many countries around the world. Offshore financial centers, like the BVI, have been pushed by other countries and global institutions to make such information publicly available and freely accessible.
The November 2022 judgment of the European Court of Justice (ECJ) rejecting the wholesale implementation of public registers of beneficial ownership in the EU ushered in a new way of thinking which was more in line with BVI’s well-thought-out, slow and steady approach to beneficial ownership information which had been ongoing for many years before that.
The ECJ’s judgment ultimately confirmed that beneficial ownership information should be maintained and be available to the appropriate individuals at the appropriate time, but not to everyone at their whim and fancy.
Fast forward to 2025 where the ECJ’s judgment formed the basis of access to beneficial ownership information based on the principle of “legitimate interest.” This principle has been adopted by the BVI and other onshore and offshore jurisdictions around the world. On April 1, 2026, the BVI Financial Services Commission (BVI FSC) formally launched its legitimate interest transaction functionality, allowing beneficial ownership information to be obtained for BVI companies and limited partnerships where a valid interest can be demonstrated within a controlled non-public framework.
This section examines the BVI’s primary beneficial ownership principles, including how access through the “legitimate interest” standard is expected to function.
Key BVI Principles
Every BVI company and limited partnership must collect, keep and maintain adequate and up-to-date beneficial ownership information which, save for certain exceptions, must be filed with the BVI Registrar of Corporate Affairs (Registrar) within 30 days of incorporation/formation (or continuation into the BVI, as the case may be). Accordingly, BVI companies and limited partnerships should check with their BVI registered agent to ensure that their filing is up to date. The filed information is not public, but mechanisms are in place for access, which are discussed below.
Under the BVI Business Companies and Limited Partnerships (Beneficial Ownership) Regulations, 2024, a beneficial owner is defined as a natural person who ultimately owns or controls a company or limited partnership and includes the following.
(a) In the case of a legal person (other than a listed company), the beneficial owner is a natural person who:
(i) ultimately owns or controls, directly or indirectly, 10% or more of the shares or voting rights in the legal person;
(ii) holds, directly or indirectly, the right to appoint or remove most of the board of directors of the legal person; or
(iii) other exercises control over the management of the legal person.
(b) In a limited partnership, the beneficial owner is a natural person who:
(i) is ultimately entitled to or controls, directly or indirectly, 10% or more share of the capital or profits of the partnership or 10% or more voting rights in the partnership; or
(ii) otherwise exercises control over the management of the partnership.
(c) In a trust, the beneficial owner would be:
(i) the trustee;
(ii) the settlor or other person by whom the trust is made;
(iii) the protector (if any);
(iv) the beneficiaries or class of beneficiaries with a vested interest in the trust at the time of or before distribution of any trust property or income; and
(v) any other natural person exercising ultimate effective control over the trust (including through a chain of control or ownership).
Exemptions
Note that the filing requirement for beneficial ownership information with the Registrar does not apply to listed companies (on certain approved stock exchanges); BVI private, professional, public or private investment funds; or BVI incubator or approved funds. However, BVI funds can only benefit from this exemption if the fund’s beneficial ownership information is held by a person with a Category 6 investment business licence pursuant to the Securities and Investment Business Act, Revised 2020, or the entity’s authorised representative or other person licensed by the BVI FSC that has a physical presence in the BVI; and the beneficial ownership information can be provided by such person to the Registrar within 24 hours of request.
Where the beneficial ownership information of an entity is held by a person as detailed above, the entity must file the name and address of that person with the Registrar within 30 days of incorporation (or continuation into the BVI, as the case may be).
Additionally, the filing requirement for beneficial ownership information will not apply to a company whose shares are held by a regulated/licensed BVI or foreign trustee. However, the regulated/licensed trustee must also be able to provide beneficial ownership information to the Registrar within 24 hours of request. Where the beneficial ownership information of a company is held by a BVI or foreign regulated/licensed trustee as detailed above, only the name of the trustee would need to be filed with the Registrar.
Additionally, companies subject to disclosure and transparency rules contained in international standards, equivalent to those for listed companies or specified funds, may also apply for exemptions. There is also an exemption for companies which are 75% or more owned by another legal entity that itself complies with the beneficial ownership filing requirements (or is itself exempt). This is intended to prevent duplication where there is a chain of BVI entities.
Beneficial owners may also apply for an exemption from disclosure where releasing their information would expose them or others to a disproportionate or serious risk, including threats such as harassment, kidnapping, extortion, fraud, or similar harm. Exemptions may also be granted when the beneficial owner is a minor or legally incapacitated, or where disclosure would negatively impact another minor or legally incapacitated individual. Additionally, the Registrar may approve an exemption if disclosure is considered against the public interest, where the harm of releasing the information outweighs the benefits. Applicants must provide evidence supporting their claim, and approved exemptions prevent disclosure to legitimate interest requesters but do not restrict access for competent authorities or law enforcement.
Before filing beneficial ownership information, the entity’s registered agent must take reasonable measures to verify the information, including the identity of the beneficial owners and to ensure that the particulars provided are adequate, accurate and up to date. The Registrar (or the BVI FSC) may adopt measures to further verify the beneficial ownership information filed by an entity and ensure that such information is kept up to date.
Any changes to the beneficial ownership information must be filed with the Registrar within 30 days of the entity becoming aware of the relevant changes.
Public Access – Legitimate Interest Policy
The BVI Government published its beneficial ownership legitimate interest policy in June of 2025. This policy allows access to beneficial ownership information to any natural or legal person who can demonstrate a legitimate interest under one or more of the following circumstances:
- In connection with the investigation, prevention or detection of suspected activity involving money laundering, terrorist financing and/or proliferation financing.
- When acting as an obliged entity conducting customer due diligence obligations in accordance with the laws governing anti-money laundering (AML), counter-terrorist financing (CFT) and counter-proliferation financing (CPF) and the information is required for that purpose.
- Where the legal entity concerned is linked to a person who has been convicted of, or is the subject of criminal proceedings for, an offence involving money laundering, terrorist financing or proliferation financing.
Access under this policy is limited to beneficial ownership information concerning individuals who, directly or indirectly, hold a 25% or more ownership interest or equivalent control in a BVI business company or a limited partnership.
A legitimate interest means a demonstrable and bona fide interest in accessing beneficial ownership information for one or more of the purposes outlined above.
The interest must be based on credible information or objective indicators and must be specific to the legal entity concerned. Requests that are speculative, overly broad, or not clearly connected to the purposes defined in this policy will not be considered to meet the threshold of legitimate interest.
Information Available Upon Access
The following beneficial ownership information will be disclosed to the applicant, if granted approval to access the register of beneficial owners under this policy, with respect to individuals who hold, directly or indirectly, a 25% or more ownership interest or an equivalent level of control in a BVI business company or a limited partnership:
- Name of the Beneficial Owner: Full legal name.
- Month and Year of Birth: The specific month and year of the beneficial owner’s birth.
- Nationality: The nationality held by the beneficial owner.
- Nature and Extent of the Beneficial Interest Held: A description of the beneficial owner’s interest in the legal entity, including their shareholding or control.
Access and Access Procedure
Competent authorities, including the Attorney General, Governor, Financial Investigation Agency, BVI FSC, International Tax Authority, and law enforcement agencies, meaning an institution of government which has responsibility, whether under an enactment or otherwise, for the detection, prevention and investigation of crime, ordinarily has access to the beneficial ownership register.
Outside of that, people seeking to access information from the register must submit a request to the Registrar via the BVI’s VIRRGIN system, including details of the requester, the legal entity concerned, the beneficial owner (if available), and the specific purpose demonstrating a legitimate interest. The Registrar will then review the application and will typically issue a decision within twelve (12) days, with extensions possible where additional information or processing time is needed. Once a request meets the legitimate‑interest criteria, the Registrar will notify the beneficial owner, who has five (5) days to submit any objections supported by evidence, and a further five days to file a full objection. After considering any objections, the Registrar either approves or denies access, and the requester and beneficial owner are informed of the outcome and their right to appeal. Any attempt to appeal must be filed within three days of the Registrar’s decision, and formal appeal must be filed within 21 days thereafter. As mentioned above, starting April 1, 2026, the VIRRGIN system allows applications for access to beneficial ownership information with the demonstration of a legitimate interest.
Fees and Penalties
The applicable filing fee for filing beneficial ownership information with the Registrar is US $125. The fee for single access to the register is US $75. For avoidance of doubt, if the request is refused, the fee is not refundable. The fee for requesting an exemption from filing beneficial ownership information is US $50. It should be noted that disclosure of received beneficial ownership information to third parties or use for unrelated purposes is prohibited, and such breaches may result in administrative sanctions (fines), restrictions or prohibition for future access (including a lifetime ban) or legal proceedings. Any such measures would be without prejudice to any civil claims that a data subject (beneficial owner) or a concerned BVI business company or limited partnership may have where data is misused.
Conclusion
The ECJ’s judgment makes clear that it was concerned about the right to some level of privacy and the protection of personal data regarding beneficial owners of entities. Likewise, the BVI also made clear its concern when the jurisdiction enacted the beneficial ownership secure search (BOSS) system years earlier.
As the jurisdiction has evolved, access through the “legitimate interest” principle provides a considered and balanced approach to beneficial ownership information, demonstrating the BVI resilience and commitment to international compliance.
If you require assistance in this area of law or simply would like more information, please reach out to Christopher Simpson at [email protected].
