Norwich Pharmacal relief — obtaining information relating to a BVI company from its registered agent

This briefing note deals with the circumstances in which and methods by which non-public information about a British Virgin Islands (BVI) company, held by that company’s registered agent, can be obtained by a third party. Most commonly, the information sought relates to the company’s shareholders, but the jurisdiction of the court to grant relief extends to all forms of information, depending on the circumstances in which the application is made and the purpose for which the information is intended to be used.

What options are available to a victim of fraud who has traced the proceeds of fraud to a BVI company? How can you prove who is behind the BVI company and/or see who is controlling it? There is very little information publicly available about BVI companies and there is no procedure for pre-action disclosure in the BVI procedure rules.

However, under BVI law, all BVI companies must have a registered agent who is physically based in the BVI and that registered agent must hold copies of the company’s records. Following JSC BTA Bank v Fidelity Corporate Services Ltd and others HCVAP 2010/025, where a BVI business company can be linked to a fraud, it will usually be possible to obtain a Norwich Pharmacal order (derived from the English case of Norwich Pharmacal Co v Customs and Excise Commissioners [1974] AC 133) against the registered agent of that company, compelling it to disclose information about the company (usually including the registers of shareholders and directors)…

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