Recent Amendments to the BVI Business Companies Act Are Now in Force – BVI Companies Now Required to File an Annual Return

What is now required from each BVI company?

The BVI Business Companies (Amendment) Act, 2022 came into effect on 1 January 2023 and includes several significant changes that will impact all companies incorporated in the BVI.

BVI companies are now required to file an annual return (the “Return”) with their Registered Agent.

Key aspects to note:

• The Return must be filed with the Registered Agent within 9 months of the company’s financial year end (commencing with year ends ending 31 December 2023);
• The Return is to be completed as per the schedule contained within the BVI Business Companies (Financial Return) Order, 2023;
• There are no prescribed accounting policies or principles that need to be followed;
• There is no requirement for the Return to be audited.

Exempted entities:

The following entities are exempt from filing the Return:

• Listed companies;
• Regulated entities;
• BVI taxpayers;
• Companies in liquidation (unless due before the commencement of the liquidation).

Penalty for non-compliance:

Any company that does not file the Return within the required timeframe shall be liable to financial penalties which can increase, dependent on the timing of the delayed filing, up to $5,000. A company that has incurred the maximum penalty and whose Return remains outstanding may be struck off by the Registrar.

What is now required from Registered Agents?

The Registered Agent is not required to file the Return with any authority, however, where a company does not file their Return, the Registered Agent has a duty to notify the BVI Registrar of Companies in writing within 30 days of when the annual return was due.

The change in Act adds additional responsibilities for Registered Agents. For each company, the Registered Agent shall:

• At the request of the Financial Services Commission or any other competent authority, provide the Commission with a copy of the Return;
• Retain the Return for a period of 5 years from the date it ceases to act as Registered Agent of the company.

Where a Registered Agent fails to comply with the above responsibilities (including failing to notify the Registrar of non-compliance) they are liable on conviction of a fine up to $3,000.

How can Richmond Advisory help?

Any new requirement can be a challenging and time-consuming process. Allow our vastly experienced team of professional accountants to relieve you of this additional regulatory requirement.

We draft accounts in the specified format whilst liaising directly with the company’s Registered Agent to ensure submission is made within the required time frame and to ensure all regulatory requirements are met.

We adhere to the exacting standards demanded by regulators and other statutory and professional bodies.

For further information and for a tailored low fixed quote please contact our Managing Director; Philip Nelson – philipnelson@richmondbvi.com or +1 284 344 9189