Information for clients who own a BVI company registered in the British Virgin Islands:

The British Virgin Islands' Business Companies Act has undergone changes and came into effect on January 1, 2023.

British Virgin Islands business companies will be required to submit an Annual Financial Report ("Annual Report") to their registered agent within 9 months after the end of the financial year. This reporting requirement for BVI's annual financial statements was also introduced in March 2023 through the BVI Business Companies (Financial Reporting) Regulations. According to the amendments to the British Virgin Islands Companies Act 2022, starting from January 1, 2023, every BVI company must submit an annual financial report to its registered agent.

When to file:

The earliest date by which a company is obligated to submit its annual financial report (unlike when it needs to be submitted for individual companies) is January 1, 2024. In practical terms, if your company's financial period is from January 1 to December 31, 2023, the annual report is to be filed from January 1, 2024, and must be submitted to the registered agent of the company before September 30, 2024.

For companies with a non-calendar financial year, the BVI annual financial report must be filed no later than 9 months after the end of the financial year. For example, a company with a financial year ending on March 31, 2023, should submit its annual report from April 1, 2024, to December 31, 2024.

Where to submit:

The Annual Report should be sent to the company's registered agent, who is responsible for collecting and informing the British Virgin Islands Registrar of organizations that have not complied with this submission.

Confidentiality of submitted reports:

1. As the annual reports are submitted to the registered agent, their details remain confidential and are in the possession of the agent, who must provide information when requested in accordance with the obligations under the law.
2. For example, the Financial Services Commission of the British Virgin Islands may request information in accordance with the powers granted to it by the Financial Services Commission Act 2001; this also applies to requests from the International Tax Authority under the Mutual Legal Assistance (Tax Matters) Act 2003; the Financial Investigation Agency under the Financial Investigation Agency Act 2003; and the Attorney General under the Criminal Justice (International Cooperation) Act 1993.

Fines:

In accordance with the amendment, a registered agent will be required to notify the Financial Services Commission BVO within 1 month from the specified date about companies that have not complied with the reporting requirement. The company's failure to submit annual reports is a violation and may result in fines, and the company will not be considered reputable, or it may even lead to the removal of the company's name from the Registrar's register.

Fine for the first month of non-compliance - $300 USD

Fine for each subsequent month - $200 USD

Maximum fine amount - $5,000 USD

 

Which companies are exempt from preparing an annual report?

1. A company listed on the stock exchange;
2. A company regulated by financial services legislation and providing financial statements to the Commission in accordance with the requirements of this financial services legislation;
3. A company that submits an annual tax return to the Internal Revenue Department of BVO together with the company's financial statements;
4. A company in the process of liquidation, except that this exemption does not apply if the company's annual profit occurs before the start of liquidation.

We also remind you that the registered agent of the company may additionally request the primary accounting and financial documents for the last 5 (five) years, including information about their storage location and the contact details of the person responsible for keeping the documents that must be retained for the specified period.

If you need assistance in preparing such reports, feel free to contact AC Crowe Ukraine!