Pursuant to the BVI Business Companies (Financial Return) Order, 2023 (the “Order”) (available here), every BVI company is required to file with its registered agent an annual financial return (the “Annual Return”) within 9 months of either the company’s calendar year or, if the company’s financial year is not a calendar year, the company’s financial year.
Exemptions
A BVI-registered company is exempt from filing an annual return if it meets any of the criteria listed below:
- It is listed on a stock exchange.
- It is regulated under a BVI financial services legislation and provides financial statements to the BVI Financial Services Commission per the requirements of that financial services legislation (i.e. BVI funds and licensees).
- It submits its financial statements and annual tax return to the BVI Inland Revenue Department.
- It is undergoing liquidation, with the provision that this exemption is not applicable if the annual return is due before the liquidation process commences.
Format and filing of the Annual Return
The annual return consists of a simple income statement and balance sheet and a copy of the prescribed form of the Annual Return is available here. The BVI Financial Services Commission has confirmed that the form of annual return should not be adjusted or amended, save for non-material amendments.
There is no need for the annual return to be audited and there are no prescribed set of accounting policies or principles that must be adhered to.
The Annual Return is not publicly accessible and a BVI company’s registered agent is not required to submit the returns to any BVI regulatory body unless explicitly requested.
Filing Deadline
BVI companies must file the Annual Return within 9 months of either the company’s calendar year or, if the company’s financial year is not a calendar year, the company’s financial year.
As an example, a company with a financial year end of 31 December will be required to file its first annual financial return no later than 30 September 2024 with respect to the financial period 1 January 2023 to 31 December 2023.
If a company has a fiscal or financial year that does not correspond to a calendar year, its annual return becomes due in 2024, depending on the month in which the commencement of its financial year falls. Below are two examples:
- If a BVI-registered company has a financial year from 1 May 2023 to 30 April 2024, it must file its first annual return for the period ending 30 April 2024 between 1 May 2024 and 31 January 2025. The company must file every subsequent year before 31 January.
- If a BVI-registered company has a financial year from 1 July 2023 to 30 June 2024, it must file its first annual return for the period ending 30 June 2024 between 1 July 2024 and 31 March 2025. The company must file every subsequent year before 31 March.
Consequences for failure to file
If a BVI company misses its filing deadline, the registered agent must report this defect to the BVI Registry of Corporate Affairs (BVI Registry), or it will be liable to a fine of US$3,000. Once the defective notice is issued, the BVI company will be liable to fines (ranging from US$300 – US$5,000) and it may be struck-off and dissolved. Until the defect is remedied, the BVI Registry will not issue a certificate of good standing for the Company or allow it to make any filings.
Please note that the BVI Annual Financial Return is a requirement of the BVI Business Companies Act (as revised) and is separate to the BVI economic substance regime.
If you have any questions about the Annual Return, please email BVI-Financials@campbellslegal.com.
