BRITISH VIRGIN ISLANDS Trends and Developments Contributed by: Andrew Emery and Mary-Frances Morris, Emery Cooke
The BVI Business Companies ( Amendment ) Act 2024 Coming into force on 2 January 2025, the BVI Busi- ness Companies (Amendment) Act 2024 introduced the most comprehensive revision of the BCA frame- work since the original Act in 2004. The amendments address beneficial ownership reporting, director ser- vices, and the restoration of struck-off companies. The definition of “beneficial owner” has been refined, and stricter filing obligations now apply to beneficial own- ership information, with Registered Agents obliged to verify and file accurate data. These changes have direct litigation implications: the enhanced transpar- ency framework generates better quality company records that are increasingly useful in asset tracing and recovery proceedings, and disputes over compli- ance with the new obligations are expected to gener- ate their own wave of litigation. The amended Act also makes it easier for aggrieved parties to apply to the High Court for rectification of the register of directors where there is an omission, inaccuracy or unreasonable delay in correction. This provision addresses a practical gap that had previous- ly frustrated litigants in shareholder and directorship disputes, and is expected to be invoked frequently in contested governance situations. The Insolvency ( Amendment ) Act 2024 Also having entered into force on 2 January 2025, the Insolvency (Amendment) Act 2024 expanded the grounds upon which the BVI Financial Services Com- mission can appoint a liquidator over a BVI company, adding money laundering, terrorist financing, prolifera- tion financing, sanctions breaches and embargo viola- tions to the existing regime. This amendment reflects the BVI’s commitment to meeting the standards of the Caribbean Financial Action Task Force and has significant implications for the litigation community. Creditors and authorities now have an additional route to appoint liquidators over companies implicated in financial crime or sanctions non-compliance, without needing to establish conventional insolvency on the usual statutory grounds.
Landmark Privy Council decisions Jardine Strategic Holdings v Oasis Investments – abolition of the Shareholder Rule The most significant Privy Council decision of 2025 for BVI practice was delivered on 24 July 2025 in Jardine Strategic Limited v Oasis Investments II Master Fund Ltd and Others (2025), UKPC 34. The Board emphati- cally abolished the long-standing “Shareholder Rule”, a common law principle of more than 135 years’ standing, under which a company could not claim legal advice privilege against its own shareholders in respect of advice obtained before any hostile litigation between them was contemplated. The rationale had been that shareholders were, in a sense, the beneficial owners of the company’s legal advice and therefore entitled to see it. The Board rejected this reasoning, holding that it sits irreconcilably with the fundamental principle of sepa- rate corporate personality. A company is entitled to seek legal advice confidentially, and the mere fact that a shareholder has contributed to the company’s funds does not give them any right to access that advice. Critically, the Board issued a Willers v Joyce direc- tion, declaring that its decision should be regarded as binding in the courts of England and Wales, thereby abolishing the Shareholder Rule in that jurisdiction simultaneously. The abolition of the Shareholder Rule represents a fun- damental realignment of the law of privilege in share- holder disputes , strengthening corporate governance and confidentiality in a jurisdiction whose commercial court sees a heavy caseload of such cases . The implications for BVI litigation are profound. Share- holder disputes form a substantial part of the Com- mercial Court’s docket, and legal advice obtained by company boards in the course of contested corporate decisions – restructurings, valuations, dividend poli- cies, and board compositions – will now be routinely protected from shareholder inspection. Practitioners advising companies in potential shareholder conflict situations will need to ensure that legal advice is care- fully documented and managed, while those acting for shareholders must recalibrate their disclosure strate- gies accordingly. The decision also leaves open ques- tions about analogous relationships – in particular,
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