BVI – ANNUAL RETURN OBLIGATION

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BVI companies are required to maintain records and underlying documentation that enable the company's financial position to be determined with reasonable accuracy at any time. However, as of 1st January 2023, BVI companies have further requirements to prepare and file an annual return with the resident agent (RA), which includes certain specific financial information. The form for the annual return consists of a simple balance sheet and profit and loss (click here for the template). There is no requirement for the annual returns to be audited. The information filed with the registered agent will not be made publicly available.

The annual return should be filed within nine (9) months after the end of the company's financial/fiscal year to which the annual return relates. For example, the earliest date an annual return becomes due (as opposed to when it must be filed) for a company is 1st January 2024, considering that legislation and its order came into effect on 1st January 2023. This example relates to a company with a calendar year as its financial/fiscal year. The company has until 30th September 2024, to file its annual return, which became due on 1st January 2024 (and will be due each 1st January after that and should be filed before each 30th September after that).

For your ease of reference, please find the below example:

Example 1: Financial/fiscal year (Calendar)

If the company's financial/fiscal year does not correspond to a calendar year, its first annual return becomes due in 2024, depending on the month in which the commencement of its financial year falls. For example, suppose a company's financial/fiscal year is from February to January. In that case, to comply with its return filing, its first annual return becomes due on 1st February 2024, but it has until 31st October 2024 to file its annual return.

For your ease of reference, please find the below examples:

Example 2: Financial/fiscal year (Non-Calendar)

The RA must notify the BVI Registry of Corporate Affairs of any company that has failed to provide the annual return within 30 days of its last filing date. The company will be liable to pay a penalty of US$300 for the first month of non-compliance and US$200 for each month that the company remains in breach of the filing obligation, up to a maximum of US$5,000. The BVI Registrar of Corporate Affairs may also strike a defaulting company off the register.

Some exceptions will apply to listed companies, companies which pay tax in the BVI and certain BVI-regulated entities.

For companies in liquidation, annual returns are not required to be filed for any financial/financial year in which the company is in liquidation. However, annual returns must be filed concerning the financial/fiscal year that became due before the commencement of the liquidation.

Please inform us if your company is not following a calendar financial/fiscal year by 31st December 2023. Otherwise, we will assume that your company has a calendar financial/fiscal year and that 30th September 2024 will be your annual return filing deadline. We recommend providing the required annual return 30 days before the filing deadline to avoid further delays.

If you have further questions or require accounting services to prepare your annual returns, please get in touch with us at Contact@viss.com.hk.