In this episode, Partner Rachel Graham and Managing Director of Client Services Amy Roost, along with guest expert Sonia Dhesi, Owner and Managing Director of Appleton Company Services Limited, provide key information in relation to the newly implemented Overseas Entity register.

Key takeaways

• Any non-UK entity, which holds land in the UK, needs to register as an Overseas Entity at Companies House.
• The deadline for registration is 31 January 2023.
• There are significant penalties (£2500 per day) for failure to register before the deadline, and restrictions are imposed on the ability to acquire and transfer land.
• If you have not already begun the registration process, do so urgently.
• Where an entity held land on or after 28 February 2022 but disposed of it before 5 September 2022, it will likely still need to register with Companies House.
• As part of the registration process, the entity will need to identify its registrable beneficial owners – in simple terms, anyone holding at least 25 per cent of the shares or voting rights in the entity or with significant control of the entity (where there is a trust involved in the ownership structure the process can be quite complicated).
• Seek advice if you need help determining which registrable beneficial owners should be identified and verified.
• Current certified proof of identity and address will need to be presented to a UK verification agent to complete the process.
• We can assist with the registration and verification process via an authorised agent in the UK, where we are the registered agent of an entity.
• Once registered, there is an annual renewal obligation.

What we know so far:

• A list of directors will be available via the Registry on payment of a fee of US$75
• If a BVI service provider is approached to obtain the information from the Registry, it is likely they will charge an additional fee
• The information available will be limited to the names of current directors - other personal information such as dates of birth and addresses will not be included
• The details of any former directors will not be available
• It will only be possible to request a list of directors of a particular entity – it will NOT be possible to request a list of entities which a particular person is a director of

What do you need to do?

While we are not yet clear on the exact mechanism for the provision of the list of directors by the Registry it is important that you are aware that the Registry will make available, on request and payment of a fee, the names of the directors as at the date of the search.

Take action now to check your register of directors to ensure the copy held by your registered agent is up to date. Harneys Fiduciary clients can log on to the Harneys Connect Portal to check.

We recognise that some clients may have legitimate concerns about their director names being public, and we would be happy to discuss those with you.

If any changes need to be made to the register of directors, please contact your usual Harneys contact urgently to ensure there is time for the registered agent to file the necessary update at the Registry before the 1 January 2023 effective date.

In this episode, Transactional Partner Rachel Graham and Dispute Resolution Counsel Francesca Gibbons look at information disclosure and the available options in respect of BVI companies

Key takeaways:

The information a BVI company is required by law to maintain and retain includes:

• Statutory records and registers – relating to the company
• Financial and other Records relating to business of the company

All BVI companies are required to have a registered agent in the BVI – they are required to hold copies of statutory registers, they make most of the filings, they are considered the administrator of the company in the BVI

Not all information is available publicly – registered agents can be contacted to request additional information (and sometimes those requests may be declined)

There are three main options available for requesting information about a BVI company:

• Norwich Pharmacal Orders (NPO) – Allows parties to apply to Court on an ex parte basis most commonly against the registered agent for documents they hold
• Section 100 (of the BVI Business Companies Act 2004) applications– Directors can make this application to Court with statutory backing for an order for delivery up of documents
• Disclosure – A stage within the litigation process that grants parties disclosure and inspection of documents in the control of other parties where they are directly relevant to an issue in dispute in the claim.