The most recent amendment to the Beneficial Ownership Secure Search System Act (the BOSS Act) applies to those financial periods beginning on or after 1 January 2022. Below is summary of the most significant amendments. It is expected that the BVI International Tax Authority (ITA) will publish version 3 of its ES Rules and Explanatory Notes in Q1 2022 reflecting these changes.
- The definition of a “corporate and legal entity” has been expanded to include all limited partnerships without legal personality registered in the BVI. As a result of this inclusion, all limited partnerships without legal personality must report prescribed beneficial ownership (BO) information to their registered agent within 15 days of identifying that information from 1 January 2022.
- Where the limited partnership is an “exempt person” (under the BOSS Act) that does not carry on any “relevant activity”, the requirement does not apply. This is an exemption for investment funds and “exempt persons”. The majority of limited partnerships are investment funds regulated by the Securities and Investment Business Act (Revised) or the Private Funds Act (Revised) and therefore should continue to fall within this exemption, as there is an express carve-out for “investment fund business”.
- The scope of the Economic Substance (ES) reporting information for financial periods beginning on or after 1 January 2022 has expanded. There is now an additional obligation for entities to identify and report certain prescribed information in respect of any immediate parent and ultimate parent of the entity, as part of their ES reporting.
- Immediate parent means any entity(ies) that own(s) directly 25 per cent or more of the ownership or voting interests in the entity
- Ultimate parent means an entity that either owns directly or indirectly a sufficient interest in the entity such that it is required to prepare consolidated financial statements under accounting principles applicable to the entity as per the jurisdiction of residence, or would be so required if its equity interest were traded on a public exchange. In addition there is no other entity that owns directly or indirectly an interest described above in the first mentioned entity.
Information exchange under the mechanisms set out in the OECD Guidance may occur with the jurisdiction(s) in which an immediate or ultimate parent is registered.
Marbury’s Compliance Services team has expanded to work alongside the Corporate Services and Fund Services teams to assist with and advise on the classification and reporting requirements for all entities under Marbury’s administration since the introduction of the ES. Should you have any queries about our ES-related services for the BVI or other jurisdictions, please contact your usual Marbury adviser or via info@marburys.com.
For an introduction to BVI’s Economic Substance regime, please see our overview here.