Preparing and filing an annual return in the BVI: What companies need to know

The amendments came into force on 1 January 2023. One particularly significant change requires all British Virgin Islands (BVI) registered companies, with some exceptions, to submit an annual financial return to their registered agent within nine months following the conclusion of each financial year.

A company registered in the territory may face financial penalties if it fails to submit its annual return on time. If non-compliance persists, the company may be dissolved by the BVI Registrar of Companies.

This article provides an overview of the new annual return requirements for BVI companies, including timelines, filing format and exemptions.

Overview of the BVI annual return

The BVI annual return is a mandatory financial filing that BVI-registered companies (with some exceptions) must submit each year to their registered agent.

Even before the most recent changes to the Companies Act took effect, BVI-registered companies were required to maintain accounting records and supporting documents as evidence of their financial transactions and status.

BVI companies that must file an annual return

All companies registered in the BVI must submit an annual return to their registered agent, although there are exceptions. A BVI-registered company is exempt from filing an annual return if it meets any of the criteria listed below:

• It is listed on a stock exchange.
• It is regulated under a BVI financial services legislation and provides financial statements to the BVI Financial Services Commission (FSC) per the requirements of that financial services legislation.
• It submits its financial statements and annual tax return to the BVI Inland Revenue Department.
• It is undergoing liquidation, with the provision that this exemption is not applicable if the annual return is due before the liquidation process commences.

If in doubt about its status, a company should consult with a third-party expert to determine if it must file.

Format and filing of the annual return

The BVI FSC has created a format for the annual return, which must be used and comprises a simple balance sheet and a profit-and-loss statement. It is not mandatory to audit this financial data, and the annual return will not be available for public consumption. Further, a BVI company’s registered agent is not required to submit the returns to any BVI regulatory body unless explicitly requested.

Each agent will have their own filing processes, and companies performing due diligence on registered agents should inquire about these. Vistra, for example, uses the proprietary MyFormations portal in its capacity as a registered agent. The portal allows users to complete an online data collection form directly or upload a completed BVI annual return template.

The registered agent must inform the BVI Registry of Corporate Affairs about any entities that failed to submit their annual returns within 30 days after the company’s filing deadline.

Filing deadline for the BVI annual return

BVI companies must prepare and file an annual return with their registered agent within nine months of their fiscal year-end. For example, a company with a financial year from 1 January 2023 to 31 December 2023 must submit its annual return by 30 September 2024. It may file its return any time from 1 January 2024 to 30 September 2024, and should prepare its return well in advance of the deadline to lower the risk of non-compliance. It will need to file its return every subsequent year before 30 September.

If a BVI company's financial year does not align with the calendar year, the deadline for submitting its annual return will vary based on its financial year-end. Below are two additional examples:

• If a BVI-registered company has a financial year from 1 May 2023 to 30 April 2024, it must file its first annual return for the period ending 30 April 2024 between 1 May 2024 and 31 January 2025. The company must file every subsequent year before 31 January.
• If a BVI-registered company has a financial year from 1 July 2023 to 30 June 2024, it must file its first annual return for the period ending 30 June 2024 between 1 July 2024 and 31 March 2025. The company must file every subsequent year before 31 March.