The BVI Business Companies Act, 2004 ("The Act") requires companies to maintain records and documents related to their financial transactions. According to the latest changes to the Act effective 1 January 2023, companies must file an annual return with their registered agent every year.

The Annual Return

The annual return will be a basic balance sheet and profit and loss statement, and there is no requirement for it to be audited. The company may use any currency when preparing its annual return. The information contained in the annual return relates to the company's fiscal year, which may also be a calendar year. The company must file the first annual return within nine months from the end of its fiscal or calendar year, as determined by the company.

For example, company that has a fiscal year from January 1, 2023, to December 31, 2023, the deadline will be on September 30 2024. The fiscal year of the company for annual return purposes will be determined by the client. It is not mandatory to choose a fiscal year with the same date of incorporation.

Exemptions

• Exemptions from the annual return requirement apply to:
• Companies listed on a stock exchange;
• BVI regulated companies that provide financial statements to the Financial Services Commission;
• Companies that file annual tax returns to the BVI Inland Revenue Department; and
• A company in liquidation, except that this exemption does not apply if the company’s annual return becomes due prior to the commencement of the liquidation.

Penalties

If a company fails to file its annual financial return, its registered agent will be required to notify the Registrar of the non-compliance. The company will be liable to pay a penalty of US$300 for the first month of non-compliance and US$200 for each subsequent month until the company makes the filing. The maximum penalty is US$5,000. The company will not be able to make filings at the Registry of Corporate Affairs or obtain a Certificate of Good Standing until the annual return is filed.

We can assist you for the preparation of the Balance Sheet and Profit and Loss as well as with the filing of the annual return.

We highly recommend that companies file their annual returns as soon as possible after the end of the relevant fiscal or calendar year.

For more information please contact us to the following email addresses:

Rodoula Stavrinidi – This email address is being protected from spambots. You need JavaScript enabled to view it.

Angela Athanasopoulou – This email address is being protected from spambots. You need JavaScript enabled to view it.