Ongoing Maintenance of BVI Companies After Licensing

Post-licensing governance must remain effective; it is not enough to provide résumés only at the application stage. Define the responsibilities, reporting lines and information access of directors, management, the Compliance Officer, MLRO, authorised representative, outsourced service providers and auditor.

Appointments or departures of key personnel, changes in control, business scope, or actual operations may require prior approval or notification. Determine the applicable thresholds and deadlines under the relevant licence, and keep records of board resolutions and regulatory communications.

During customer onboarding and ongoing relationships, apply risk categorization, verify identity, identify beneficial owners, assess sources of wealth and funds, screen for PEPs and sanctions, and conduct enhanced due diligence for high-risk customers.

Establish transaction monitoring, escalation of suspicious activity and applicable reporting processes, record retention and staff training. The AML framework must reflect the actual products, customer countries, fund flows and technology systems; merely purchasing a template is not sufficient.

Licensees should maintain applicable capital, net assets, liquidity or other prudential requirements and should not treat registered share capital as all of their operating capital. Develop a workable budget and monitoring mechanism in light of business scale, customer assets and risk.

Arrange financial statements, audits, regulatory returns, annual fees and declarations in accordance with licence conditions and applicable law. The annual filing regimes for Approved Managers, funds, ordinary commercial companies and other licensees differ; one form cannot replace them all.

Maintain accurate registers of members and directors, beneficial ownership records and company resolution files, and complete registrations and updates under current company law and the beneficial ownership regime. Historical descriptions of BOSS do not replace the current registration system and access rules.

The registered office and registered agent must remain valid. Agent KYC, FSC licence review, economic substance and bank due diligence are separate processes; keep information consistent while meeting the requirements applicable to each process.

First determine whether the company conducts a relevant activity based on its actual operations, then establish its tax-residence status and the applicable economic substance, reporting and record-retention requirements. Not all financial services fall within the same economic substance activity category.

The definitions applicable to an Approved Manager and to a full SIBA investment management licence differ. An exclusion in the definition for one pathway must not be extended to imply an exemption for all companies or all tax obligations. The parent company, shareholders, and countries of operation may still have tax and filing obligations.

Establish access controls, data protection, backup and recovery, incident escalation and business continuity plans appropriate to the business. VASP and online investment businesses must also ensure that custody, trading, network and customer-fund controls can be reviewed.

Outsourcing does not relieve the licensee of its regulatory responsibilities. Contracts must specify service levels, access to information, confidentiality, audit rights, subcontracting controls, exit and migration, and disaster recovery; service quality must be monitored on an ongoing basis.

An ordinary commercial company must maintain financial records and make annual financial returns under applicable company law, checking the exemption category, financial year and deadline for submitting the return to its registered agent. A company annual return is distinct from FSC prudential returns, audits and tax filings.

Keep bank KYC, business contracts, expected transactions, controllers and sources of funds up to date. The company’s continued existence or holding a licence does not guarantee that a bank will continue to accept all client countries, products and transactions.

The calendar should specify the person responsible for each obligation, its deadline, approval level and location of retained evidence. Review applicable regulations and form versions quarterly, and include changes in personnel, clients, capital, systems, outsourcing and operations in the gap analysis.

RGYS assists with compliance programmes, information organisation, annual filing coordination, training, review preparation and change projects. Specific services are subject to written engagement and do not replace the statutory duties of directors, licensed entities or MLROs.

• Company and licence fees, registered agent and address renewals
• Financial statements, audit and regulatory reporting
• AML training, risk assessment and independent review
• Changes to members, directors, or UBOs; licensing or business adjustments
• System recovery drills, cybersecurity and outsourcing reviews