Registered Agents And Rectification Of Registers

The BVI Business Companies Act, 2004 contains, at section 43, provision allowing any person who is aggrieved by an omission, inaccuracy or delay in the register of an issue or transfer of shares to apply to court for an order that the register be rectified.  There has been a longstanding, albeit not universal, practice of adding the registered agent of the relevant company as a defendant to rectification proceedings brought under this section.  The reason for this is that the directors and shareholders of British Virgin Islands ("BVI") business companies are typically outside the jurisdiction and obtaining an order against the registered agent within the jurisdiction has previously been seen as a useful shortcut, enabling the enforcement of any order for rectification without involving the company itself.