In an effort to conform with international standards in financial services the House Assembly of the British Virgin Islands introduced the BVI Business Companies (Amendment) Act of 2022 (the ‘Amendment Act 2022’). The Amendment Act 2022 provides for the amendments to the BVI Business Companies Act 2020 and shall come into force as of the 1
st of January 2023. There are a number of amendments introduced, but we wish to draw your attention to the duty to file financial returns (annual returns) with the registered agent of the company.
Filing of annual return:
Section 17 of the Amendment Act 2022 introduced a new section to the BVI Business Companies Act, namely Section 98A emphasising the need for filing the company’s annual return. As of January 2024, a company shall in respect of each year file an annual return with its registered agent. The annual return must be filed no later than 9 months after the end of the year to which the annual return relates and must contain such information as well as be in such form as the Commission by an order prescribes on its internet site. Non- compliance with these requirements will result to a penalty fee of $300 for the first month or part thereof that the annual return was due. For each month or part thereof after the first month the penalty will be $200 and up to a maximum of $5.000.
Duty of the registered agent:
In complying with S98A of the Amendment Act 2022 the registered agent who receives the annual return is required, at the request of the Commission or of any other competent authority, to provide them with a copy of the annual return. Moreover, the registered agent must retain the annual return for at least 5 years from the date he/she ceases to act to act as the registered agent of the company. It is of primary importance to emphasise that in the event of failure to file the annual return, the registered agent shall notify the Registrar of such failure in writing, no later than 30 days after the annual return is due.
The written notice shall include the following:
- the name of the company that failed to file its annual return
- the year that the annual return relates to
- the last time the company filed its annual return
Non-compliance of the registered agent to comply with his/her duties will result to a commitment of an offence and is liable on conviction to a fine of $3000.
What does ‘year’ mean?
‘Year’ under the amendment refers to a calendar year. However, if the company’s fiscal or financial year is not a calendar year, ‘year’ applies to the company’s fiscal or financial year.
Being part of a group of companies:
If your company is part of a group of companies that prepares and maintains consolidated accounts, it will be sufficient to file the consolidated accounts of the group provided that these accounts show the accounts of your company, otherwise a single filing can be made showing the annual returns applicable to each company.
Does your company need to comply?
This amendment does not have a universal application. There are three types of companies that are
exempted from this duty, namely:
- listed companies
- companies that are regulated under a financial services legislation and provide to the Commission financial statements in conformity with the requirements of the relevant financial services legislation they are regulated from
- companies that file their annual tax returns together with their financial statements to the Inland Revenue Department
How can BYBLOSERVE MANAGEMENT LIMITED assist you?
BYBLOSERVE MANAGEMENT LIMITED through its associates can assist you in preparing the annual return(s) for your company. A fee quote can be provided upon request. For further information and advice, please contact:
This newsletter should be used for general information only. It is not intended to give legal or other advice. Further, it is based on information and legislation currently available to us which may be subject to further changes by the regulators.