BVI Business Companies (Financial Return) Order, 2023

Summary

This Order, made under section 98A(2)(b) of the BVI Business Companies Act, prescribes the form and content of the annual financial return that BVI business companies must file, and confirms which companies are exempt. It took effect retroactively from 1 January 2023.

• Who must file: Every BVI business company must, in respect of each of its financial years, file an annual financial return with its registered agent (not directly with the Commission), in the form and containing the information set out in the Schedule (a basic balance sheet and income statement).
• Currency: The US$ figures in the Schedule template may be substituted with any other currency in which the company prepares its financial statements.
• Exempt companies: Listed companies (listed on a stock exchange); companies regulated under financial services legislation that already provide financial statements to the Commission under that legislation; companies that file an annual tax return with the Inland Revenue Department accompanied by financial statements; and companies in liquidation, unless the return had already become due before liquidation commenced.
• When returns become due: The return becomes due on the day after the end of the company's fiscal or financial year (whether or not that matches the calendar year), and the company then has a further filing window to submit it to its registered agent.

The Order includes worked examples in its guideline notes: for a calendar year company, the first return becomes due 1 January 2024 and must be filed by 30 September 2024; for a March to February fiscal year, the return becomes due 1 March 2024 and must be filed by 30 November 2024; for a May to April fiscal year, it becomes due 1 May 2024 and must be filed by 31 January 2025.

Key obligations

• Every BVI business company (unless exempt) must file an annual financial return with its registered agent for each financial year, using the form and content specified in the Schedule.
• The return must be filed within the applicable filing window after it becomes due (e.g. calendar year companies must file by 30 September of the year the return falls due).
• Companies preparing financial statements in a currency other than US dollars may substitute that currency for the US$ figures in the Schedule.
• A company that goes into liquidation after its annual return has already become due remains obliged to file that return despite the liquidation.

Applies to

BVI business companies, registered agents (as recipients of filed returns), listed companies (exempt), companies regulated under financial services legislation (exempt), companies in liquidation (conditionally exempt)

Deadlines

• 1st January, 2023: Commencement date of the Order (deemed retroactive effect).
• 1st January, 2024: Earliest date an annual return becomes due, for a company with a calendar year as its financial year.
• 30th September, 2024: Deadline to file the annual return that became due on 1 January 2024, for a calendar year company.
• 1st March, 2024 / 30th November, 2024: Example due date and filing deadline for a company with a March to February fiscal year.
• 1st May, 2024 / 31st January, 2025: Example due date and filing deadline for a company with a May to April fiscal year.