In my Tuesday article on basic governance mistakes that derail multi‑million‑pound deals (read it here), I touched on how small admin tasks can create big risks. A BVI director change is a perfect example. On the surface it looks simple — email your provider and it’s done — but missteps can trigger compliance flags, late fees and even questions over the validity of decisions.
Below are the five mistakes I see most often, plus a simple blueprint you can follow to get it right first time.
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1) Not updating the register of directors
What goes wrong
- The internal register is not updated, or the filed copy at the Registrar of Corporate Affairs is not brought up to date within the statutory deadline.
- Assumption that the corporate service provider maintains the official register, when in many cases the company does.
How to avoid it
- Update your internal register immediately after signing.
- Instruct your Registered Agent to file the updated register within the statutory deadline and request written confirmation.
2) No formal written resolution
What goes wrong
- Teams rely on WhatsApp or email chains as “approval”.
- No approved board (or, where required by the articles, shareholder) resolution exists in the minute book.
How to avoid it
- Use a simple written board resolution with a declaration of interests, appointment and resignation steps, authority, and counterparts/electronic signatures wording.
- Keep a signed copy with your minute book and send a copy to your Registered Agent.
3) Not checking your articles (and any shareholders’ agreement)
What goes wrong
- Articles require member approval, specific quorum or notice rules — and they are missed.
- A shareholders’ agreement has reserved matters that capture director appointments/removals.
How to avoid it
- Check: (a) written resolutions by directors; (b) appointment/removal mechanics; (c) quorum/notice; (d) conflicts rules; (e) any member approval requirement.
- If in doubt, obtain member approval in parallel.
4) Missing resignation/consent letters
What goes wrong
- No signed resignation from the outgoing director, or no signed consent to act from the incoming director.
- Later disputes about whether someone ever validly became (or stopped being) a director.
How to avoid it
- Obtain a signed resignation letter from the outgoing director and a signed consent to act from the incoming director. Date and time them to match the resolutions.
5) Wrong sequencing and missed filing
What goes wrong
- Resignation takes effect before the appointment, leaving a gap in board authority.
- Filing is not instructed promptly, so the statutory deadline is missed.
How to avoid it
- Sequence the effective times so the appointment occurs first, then the resignation.
- Instruct the Registered Agent to file the updated register within the statutory deadline and ask for confirmation/receipt.
A simple blueprint you can follow
- Pre‑check: confirm article references for written board resolutions; verify quorum, notice and any member approval; note any conflicts and include a declaration of interests.
- Prepare documents: (1) written board resolutions; (2) incoming director consent to act; (3) outgoing director resignation; (4) updated register of directors (appointment first, then resignation), with precise dates/times.
- Sign: collect the requisite signatures (all or a majority, per your articles and section 129 of the Act). Keep signed copies with the minute book.
- File: send the updated register and supporting documents to the Registered Agent with clear instructions to file within the statutory deadline. Request confirmation once completed.
- Notify: where relevant, update banks, counterparties, insurers and platform portals; refresh mandates and user access.
- Record‑keep: align your registered office statutory records with your internal registers; maintain a simple index of director changes.
Quick FAQs
Do I need shareholder approval? Sometimes. Some articles or shareholders’ agreements require it. Check before signing.
Who files the register update? Your Registered Agent typically files, but the company is responsible for ensuring it is done on time.
Are electronic signatures acceptable? Usually yes, especially if your articles allow counterparts and electronic signatures — include that wording in your resolutions.
What if the incoming director hasn’t provided KYC? Your Registered Agent may not file without required due diligence. Collect certified ID and proof of address early.
Free resource
If you want to save time, I’ve prepared a clean, ready‑to‑use BVI board resolution template and a one‑page checklist for director changes. Message me and I’ll send it over.