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New Annual Returns Requirements for BVI Business Companies

The British Virgin Islands (BVI) Business Companies Act (As Revised) (BC Act) was updated on 1 January 2023. BVI companies are now required to file a new annual with their registered agent, which must include certain financial information, unless they qualify for an exemption. This annual return must be filed within nine months of either the calendar year end or the company's financial year end, if different. The first annual return is required for the 2023 financial year, with the filing deadline at the end of September 2024 for companies with a calendar year end.


New Annual Return Form


The annual return must include the information specified in the BVI Business Companies (Financial Return) Order (As Revised) (the "Order"). The Order provides a template for the annual return, which consists of a simple balance sheet or statement of financial position and an income statement. There is no requirement for the annual return to be audited or prepared in accordance with a specific accounting standard. Companies can present the return in US dollars or any other currency used in their financial statements.


If a company is part of a group that prepares consolidated accounts, it can file the group consolidated accounts as long as they include the company's accounts. When multiple BVI companies are part of a group, a single filing can be made to show the annual returns for each BVI company.


The annual return will be retained at the registered agent's office and will not be filed with the BVI Registrar of Corporate Affairs (Registrar) or made publicly available. However, the BVI Financial Services Commission (Commission) or any other competent authority in the BVI can request a copy.


Penalties for Failure to File Annual Return


If a company fails to file its annual return on time, the registered agent must inform the Registrar within 30 days of the due date.


Failure to meet the annual return filing deadline is considered an offense and may result in prosecution or a fine for the company, with a maximum aggregate penalty of US$5,000. In cases where the maximum penalty is imposed, the Registrar may also strike the defaulting company off the register. Non-compliance will be reflected on the company's certificate of good standing.


Exemptions


According to section 98A(5) of the BC Act, the following companies are exempt from the annual return filing requirement:

  • A listed company is defined as a company whose securities have been approved for listing on a recognized exchange

  • A company that falls under the regulation of BVI financial services legislation and is required to submit financial statements to the Commission as per the requirements of the legislation. This category includes regulated mutual funds, private investment funds, and approved managers.

  • A company that submits annual tax returns along with its financial statements to the BVI Inland Revenue.

  • A company in the process of liquidation, unless the annual return is due prior to the commencement of the liquidation. In such cases, the liquidation process is considered incomplete until the company files the annual return.


Contacts

If you require assistance in relation to the above and/or would like to discuss anything further, please do not hesitate to contact info@act.london or your usual A.C.T. contact.


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