Register of Directors and Shareholders

Over the past years the administration of companies has become significantly more demanding, driven in particular by increasingly complex compliance, new legislation and evolving regulatory requirements. Both our cost of delivering services and the number of regulatory obligations we must meet have risen substantially.

BVI Register of Directors

The BVI Business Companies Act has been amended to introduce a requirement for all British Virgin Islands companies to file a copy of their Register of Directors with the Registrar of Corporate Affairs of the BVI. 

Under the amended BVI Business Companies Act all companies must file a copy of the Register of Directors with the Registrar of Corporate Affairs within 21 days of the appointment of its first company directors. This information is not publicly available.

Amendments to BVI Companies Act

The Act now requires that the Register of Directors for a BVI company contains the following information:

For Directors
Full Name
Date of appointment as a director
Date of cessation as a director
Address for service of documents
Usual residential address, if different to the address for service
Date of birth
Place of Birth
Nationality

BVI Changes to the Filed Register

Where there is a change made to a filed Register of Directors, whether due to the appointment of a new director, the resignation of an existing director or the change of an existing director's details, particulars of the amendment to the Register of Directors must be filed within 30 days of the changes occurring.

Beneficial Ownership Search System

The Beneficial Ownership Secure Search System Act 2017. The new law requires Registered Agents to collect and maintain beneficial ownership information, this allows beneficial ownership information to be shared with the UK. The required information will be collected and maintained by each registered agent in the BVI on an encrypted database.

The beneficial owner of a company is the natural person who owns or controls 25% or more of the shares or voting rights in a company or who exercises over its management.

The company must communicate any changes immediately to the Registered Agent. The system must be updated within 15 days of any changes.

Belize Register of Directors

There is a change to the legislation to enact the new Amendments under the IBC Amendments Act 2017.

The New Highlights are:

  • Mandatory Register of Directors to be kept at the Registered Office
  • Mandatory Register of Beneficial Owners to be kept at the Registered Office in Belize
  • Companies Dissolved after 5 years to be struck off

Seychelles Register of Directors

A Seychelles IBC must keep the following company registers at it's Seychelles Registered Office:

  • Register of Shareholders
  • Register of Directors
  • Register of Beneficial Owners
  • Register of all Charges

While there is an option to file all the registers, it is only compulsory to file the Register of Directors with the Seychelles Registrar. An IBC must make this filing within 30 days of the appointment of its first directors. It must also file any changes within 30 days of the change. The Register of Directors, when filed with the Seychelles Registrar, will not be accessible by the public.

Seychelles International Business Companies Act 2016

The Legislation governing Seychelles international business companies is the International Business Companies Act, 2016 has changed. The changes include:

  • Requirement to keep and maintain an internal register of beneficial owners, This register need not be filed with the Registrar; and
  • Obligation to file the company’s Register of Directors with the Registrar

The new Act is an important development for the Seychelles enabling it to meet FATF standards and bringing it into closer line with other comparable jurisdictions,

IBC Seychelles Declaration

In accordance with the Seychelles IBC Act 2016, the Beneficial Owner of the Seychelles Company sign a declaration confirming where the registers are located, this includes:

Seychelles Declaration
Address of the accounting records Accounting records are being kept by the Company in accordance with the International Business Companies Act, 1994 and that such records can be made available through the company’s registered agent; and
Share Register of the Company The Share Register of the Company located at its registered office is updated and complete.
Director Register of the Company The Register of Directors and officers of the Company is updated and complete.

Every IBC registered in Seychelles is subject to the following statutory requirements set out in Seychelles IBC Act 2016:

  • Keeping of the Register of Directors at the registered address (S.150 (1)
  • Keeping of the Register of Shareholders at the registered address (S.104 (1)
  • Registers of Charges at the registered address ст.179 (1)
  • Provision of written record stating the address for keeping of resolutions, minutes and accounting records  S.125(2), 157(2) and 175(2) and notifying the Registered Agent of an updated address of keeping of accounting records within 14 days of any changes in the address
  • To submit Annual Report in approved form to its Registered Agent in Seychelles not later than 31st December of the reporting year S.171 (1)

Seychelles Non Compliance Penalties

For non-keeping of Registers of Members at the office of Registered Agent or for not complete Share Registers:

  • IBC: US$500 + US$50 for each day of non-compliance
  • Director of IBC: US$500 + US$50 for each day of non-compliance
  • For non-keeping of Register of Directors at the office of Registered Agent or for not complete Register of Directors:
  • IBC: US$500 + US$50 for each day of non-compliance
  • Director of IBC: US$500 + US$50 for each day of non-compliance

For not submitting to Registered Agent written notification or resolution on Address of Keeping of resolutions and minutes:

  • IBC: US$25 for each day of non-compliance
  • Director of IBC: US$25 for each day of non-compliance

For not submitting to Registered Agent written notification or resolution on Address of Keeping of accounting records:

  • IBC: up to US$2,500 on conviction

For non-keeping of Registers of Charges at the office of Registered Agent or for not complete Share Registers:

  • IBC: US$100 + US$25 for each day of non-compliance
  • Director of IBC: US$100 + US$25 for each day of non-compliance

For not not submitting Annual Report to its Registered Agent:

  • IBC: US$500 for non-compliance

Seychelles Statutory Requirements

Every IBC registered in Seychelles is subject to the following statutory requirements set out in Seychelles IBC Act 2016:

  • Keeping of the Register of Directors at the registered address (S. 150 (1))
  • Keeping of the Register of Members at the registered address (S. 104 (1))
  • Registers of Charges at the registered address (ст. 179 (1))
  • Provision of written record stating the address for keeping of resolutions, minutes and accounting records  (S. 125(2), 157(2) and 175(2)) and notifying the Registered Agent of an updated address of keeping of accounting records within 14 days of any changes in the address.
  • To submit Annual Report in approved form to its Registered Agent in Seychelles not later than 31st December of the reporting year.

Bermuda Register of Directors

Disclosure of the chain of ownership is required to show the ultimate beneficial owners of Bermuda Companies.

A Personal Declaration Form for each of the individual proposed non Bermuda beneficial owners who propose to have an equity interest of 5% or more in the company.

If the ultimate beneficial owner is a private company, then the most recent audited financial statements, or if unaudited then the unaudited financial statements (with a written explanation for the non-audit) must be produced together with a Personal Declaration Form on each of the shareholders of the private company holding 5% or more of the shares in that company.

Panama Register of Directors

Law 52 requires maintaining Accounting Records for legal entities with activities outside Panama and other related dispositions.

Obligation to Maintain Accounting Records in Panama

All legal entities which do not carry out activities within the Republic of Panama, shall be required to carry accounting records and maintain its support documentation in the offices of the Resident Agent, or in its defect, in any other place within or outside Panama.

Panama Sanctions

Legal entities in Panama which do not comply with the obligations of this law shall have the following sanctions:

  • US$1,000 fine
  • US$100 daily fine for every day it is not in compliance

If the records are located outside the office of the Resident Agent, once required by the Competent Authority, the legal entity will have up to 15 working days to provide to the Resident Agent the accounting records and supporting documentation.

Ireland - Beneficial Ownership Disclosure

European union Anti-money Laundering - Beneficial ownership of Corporate Entities Regulations 2016

The Anti-Money Laundering Regulations and under Irish Law companies must maintain a Beneficial Ownership Register.

Ireland - Beneficial Owners

Article 3(6)(a) sets out how beneficial ownership should be determined to identify the persons ultimately controlling a legal entity. A beneficial owner is an individual or individuals with significant control over a corporate or legal entity.

UK - Beneficial Ownership Disclosure

The directors register maintenance is a mandatory fee which applies to every company. As a corporate service provider we are required to keep updated registers at our UK office. This maintenance fee is payable for all active companies; it covers the annual review of the due diligence documentation held on file and the associated administration work required to update our records and records held at Companies House, if applicable.

Hong Kong - Significant Controllers Register

All companies incorporated in Hong Kong are required to keep a significant controllers register. This is a new requirement under the Companies (Amendment) Ordinance 2018.

Each company in Hong Kong must identify the persons who have a significant control over the company, prepare a written document (register) with the information of such persons, keep it updated in case of changes of control, and make it available for access by law enforcement officials.

For a limited company, that would be:
-Holding, directly or indirectly 25% or more of the issued shares of the company
-Holding, directly or indirectly 25% or more of the voting rights of the company
-Having, directly or indirectly, the rights to appoint or remove a majority of the board of directors of the company
-Having the rights to exercise, or actually exercising, significant control or influence over the company.

Another requirement of the act is the need to designate one person or company in Hong Kong as representative to provide assistance relative to the Significant Controllers Register of the company to law enforcement officers.

Bahamas - Significant Controllers Register

The Bahamas Government is currently drafting new legislation that will affect the administration of Bahamas companies and place additional obligations on both their Directors and Registered Agent. The draft legislation includes the Commercial Entities (Substance Requirements) Bill, which addresses international concerns with respect to entities having economic substance, and a Beneficial Ownership Register Bill.

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