Following the passing of the BVI Business Companies (Amendment) Act, 2022, BVI Business Companies (Amendment) Regulations, 2022 and BVI Business Companies (Financial Return) Order, 2023 (“the Order”), the new requirement for BVI companies to provide and file certain prescribed financial information, in the form of an Annual Return, with their registered agent for each financial year of the company will come into effect from 1 January 2024.
This new requirement will not change the previous obligation of a BVI company to maintain accounting records and supporting documents to i) show and explain the company’s transactions and ii) reasonably accurate at all times in determining the company’s financial position. The Annual Return becomes due the day after the end of a company's financial year. A company's financial year is either the calendar year (default) or the 12-month period which the company has adopted. The default first report of the Annual Return period is 1 January 2023 to 31st December 2023.
Additional obligations of a BVI company
- Prepare a prescribed form of an Annual Return containing a simple balance sheet and income statement in a conventional format without considering any prescribed accounting standard (or GAAP) to be used nor to be audited but the company’s directors have a standard of reasonable care duty to ascertain the financial position of the company can be determined with reasonable accuracy
- File the Annual Return to the company’s BVI registered agent (“RA”) for each financial year within 9 months following the end of the company’s financial year
A few examples of due dates are listed below:
|Financial Year End||1st Annual Return Due Date||First Filing Deadline||Subsequent Annual Deadline (Not later than)|
|31 December 2023||1 January 2024||30 September 2024||Every 30 September|
|31 March 2024||1 April 2024||31 December 2024||Every 31 December|
|30 June 2024||1 July 2024||31 March 2025||Every 31 March|
The following company will NOT need to file Annual Return:
- a listed company, i.e. a company that is listed on a stock exchange;
- a company that is regulated under a BVI financial services legislation and provides financial statements to the BVI Financial Services Commission in accordance with the requirements of that financial services legislation;
- a company that files its annual tax return to the BVI Inland Revenue Department accompanied by the company’s financial statements; and
- a company in liquidation, except if the company’s annual return becomes due prior to the commencement of the liquidation (i.e. if a financial year has completed before liquidation commenced)
Worth to Know
- The Registered Agent has an obligation to inform the Registrar if not received the Annual Return within 30 days of the filing deadline
- The Annual Return information will be filed with the Registered Agent but not for available for public search
- The following penalties shall apply if the company fails to file its annual return
- USD300 for the first month or part thereof
- USD200 for each month or part thereof after the first month, up to a maximum of USD5,000
- the Registrar may strike the name of the company off the Register
What Computershare Governance Service team can help?
- Provision of an advice on how to comply with the new filing requirements
- Preparing the Annual Return and arranging for the financial statements to be prepared by our business partner
- Provision of company secretarial retainer services to the BVI company including to handle the Economic Substance and Annual Return filings
- Provision of company secretarial services to any corporate change to your BVI company
Please do not hesitate to email us, or reach out to your Computershare Relationship Manager if you would like to know more our service offering
This material is for general information purposes only and cannot be relied upon as professional advice in an individual case.