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Industry Updates

Changes to BVI Business Companies Act, 2023 Amendments - Filing an Annual Return

18 Sep 2023

Effective 1 January 2023, all companies incorporated or registered in the BVI ("Companies") are required to file a financial return (an "Annual Return") with their Registered Agent each year. This new Annual Return requirement does not apply to Companies that are listed, regulated in BVI, file tax returns with the BVI Inland Revenue or are in liquidation.

What documents are needed for filing?

The BVI Financial Services Commission has released the BVI Business Companies (Financial Return) Order 2023 (the "Order"), which was enacted on 2 March 2023. 

The Order contains a template for the Annual Return, which comprises a balance sheet and profit and loss in summarised form. The Annual Return has no auditing requirement.

What is the process for filing an Annual Return?

The Company's Registered Agent must receive the Annual Return in the prescribed format within nine months after the Company's financial year end. Under the terms of the Order, the deadline for filing the first Annual Returns will be 30 September 2024. 

The Annual Returns do not need to be filed with any authority and will not be made available for public inspection.

What are the Penalties for failing to file an Annual Return?

Where a Company fails to file its Annual Return within nine months of its financial year end, the Registered Agent is obligated, no later than 30 days after the Annual Return's due date, to notify the BVI Registrar of Corporate Affairs ("Registrar") in writing of the non-compliance. 

Failure to file the Annual Return constitutes an offence and may result in prosecution or a fine against the Company. The Company may be liable to pay a penalty of US$300 for the first month of non-compliance and US$200 for each month during which the Company remains in breach of the filing obligation, up to a maximum of US$5,000.  Where a Company is liable to the maximum penalty, the Registrar may also strike a defaulting Company off the register.  Non-compliance will be reflected on a Company's Certificate of Good Standing.

What are the responsibilities of the Registered Agent with regards to Annual Returns?

A Registered Agent will store a Company's filed Annual Return. At the request of the BVI Financial Services Commission or any other competent authority, the Registered Agent will be obligated to provide a copy of the Annual Return. 

The Registered Agent is also obligated to retain the Annual Return for at least five years from the date it ceases to act as the Company's registered agent.

How Maples Group can assist companies with the Annual Return process?

Our team of experienced and qualified accounting professionals can provide clients with the services necessary for preparing an Annual Return, including ongoing monitoring of the requirements as they develop and working together with our registered agent and legal services teams to ensure our clients are supported throughout. 

For more information on preparing and filing an Annual Return, get in touch with our Accounting, Tax, and Agency Services team or your usual Maples contact.    


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