BVI Amendments and Updates 2023
BVI Amendments and Updates 2023
BVI Amendments and Updates 2023
The amendments to the BVI Business Companies Act of 2022 and the BVI Business Companies Regulations came into effect on January 1, 2023.
These amendments reflect BVI’s commitment to complying with international transparency standards and combating money laundering.
Here are some of the Frequently Asked Questions (FAQ)
- Do you need to carry supporting documents?
It is not necessary to include supporting documents. This is independent of the Accounting Records that must be kept by the company; and that the registered agent must be aware of the address where they are located and the person who keeps them.
- When is the law requiring the filing of the Annual Financial Statement effective?
Effective January 1, 2023
- When should Annual Financial Statement filings begin?
In 2024, depending on the financial year.
- Can OMC provide the Annual Financial Statement preparation service?
Yes, OMC Group has a dedicated team to assist you in the preparation of the Annual Financial Statement, as well as the accounting records. If you would like to receive more information on these services, please contact us at [email protected].
- Is there an approved form for filing the Annual Financial Statement?
Yes, you can download it here: BVI Annual Financial Return Form 2023.
- What is the financial period of a company?
The one established by the directors of the company. This must be notified to the registered agent.
- Can the Company have the same tax period reported on its Economic Substance statement?
- Should the financial period be included in the Memorandum and Articles of Association?
- Is the financial period required to be reported to the regulator?
- Does the exception referred to in the Act for a regulated company providing financial statements to the regulator apply only to regulated companies in the BVI?
- Does the exception referred to in the Law for companies that report tax returns and financial statements to the Internal Revenue Department (“IRD”) apply only to the BVI’s “IRD”?
- Are there exemptions for failure to file the Annual Financial Statement?
Yes, they apply to:
- A publicly traded company.
- Company regulated by the BVI Financial Services Commission.
- Company to file an Annual Financial Tax Return with the BVI Internal Revenue Department accompanied by its Financial Statements.
- Company to file an Annual Financial Tax Return with the BVI Internal Revenue Department accompanied by its Financial.
- A corporation in dissolution unless the Annual Return was due before the dissolution.
- What are the penalties for not filing the Annual Financial Statement?
USD $300.00 for the first month.
USD $200.00 for each subsequent month up to a maximum of USD $5,000.00.
- Must the registered agent report the Annual Financial Statement to the regulator?
No, however, you must report those companies that have not filed the Annual Financial Statement 30 days after its due date.
- Do “struck off” companies have to file an Annual Financial Statement?
- Which companies are required to file financial statements? Only companies with economic substance?
All active companies must submit financial statements regardless of whether they have economic substance or not.
- If a Company does not file the Annual Financial Statement will it be able to apply for a Certificate of Good Standing or will this be connected to the BVI registration?
Yes, you can request it and the Certificate will indicate that the Annual Return has not been filed.
- When are existing companies with “struck off” status that are not restored by June 30, 2023 considered dissolved?
They will be considered dissolved on July 1, 2023, when the transitional provisions expire.
- The active companies that as of May 1, 2023 should be “struck off” for non-payment of the annual license that expired in November 2022, when exactly would they be “struck off”?
They were dissolved on May 1, 2023.
- Is it possible that an existing Company with struck-off status can be reactivated after June 30, 2023?
Yes, it is possible, applying the new procedure.
- d. When will the companies of the first period that have not paid the 2023 annual license be dissolved?
They will be dissolved on November 1, 2023.
- What is the difference between a company dissolved by operation of law (administratively) a company dissolved voluntarily?
The Company that is voluntarily dissolved:
- You will receive a Certificate of Dissolution, which is often necessary to provide as evidence for banking transactions or with third In the case of administrative dissolution or by operation of law, you will not receive a Certificate of Dissolution.
- The Company’s records will be kept in order.
- The Company has formally ceased operations.
- The Company has liquidated its assets, paid its debts and commitments, and made the corresponding distributions (dividend payments).
- If the company has an asset and never went through the dissolution process, but was administratively dissolved, is it necessary to pay its missing renewals in order to recover that asset?
Yes, since, in order to recover the property, it is necessary to apply for restoration by the Registry or by the Court, which implies paying the annuities and penalties owed up to this moment.
- What are the conditions for a company to be restored to the Register?
- That the company was operating at the time it was struck off.
- That a registered agent has consented to act as such.
- The registered agent must issue a statement that the records have been updated in accordance with section 213 (3B) of the BVI BC Act.
- In case the company had any property at the time of being “struck-off” and dissolved, the consent of the Financial Secretary to be restored or a statement that no response to the petition has been received must be attached.
- The company must have paid the fees to restore, as well as the penalties.
- The Registry considers that it is fair and reasonable to restore the company.
- What are the different scenarios in which a society should be restored by the Court?
- The company has been dissolved by the Registrar, after completing its voluntary liquidation; or
- At the time of dissolution, the Company was not operating; or
- The purpose of the restoration is to commence, continue, or discontinue, legal proceedings in the name of or against the corporation; or to make an application to recover from the Crown property in the name of the corporation; or.
- In any other case in which the restoration could not be made before the Registry and the Court considers that it is just and reasonable to restore the society.
- Is there a time limit to restore?
- Yes, 5 years. Both before the Registry and before the Court.
- Are there any fines for restoring in court?
- Existing “struck off” companies that are not restored by June 30, 2023, may be fined USD$5,000; in addition to all restoration fees, penalties and attorney’s fees.
- What is the new procedure for discontinuing a BVI company?
- Notify shareholders and creditors in writing of such intention.
- To publish in the BVI Gazette the intention to continue the Society outside the BVI detailing the jurisdiction where it wishes to continue.
- 14 days after publication, the intention to continue outside the BVI must be registered in the BVI Register.
- Continue the Company in the foreign jurisdiction.
- Register the discontinuation in the BVI Registry.
- What should be done in cases where a company has been continued in another jurisdiction before January 1, 2023?
The Registrar must be notified to grant access to the registration of the discontinuance without having previously registered the intention to continue the company outside the BVI. They must be provided with evidence that the partnership was in fact continued before January 1, 2023.
- What should be done in cases where a company has been continued out of the BVI, after January 1, 2023, without complying with the new requirements?
A legal opinion from a lawyer in the BVI should be requested, which will indicate how to proceed.
- Can “struck off” companies be transferred by attorney at law?
Only if a declaration is received from the current registered agent that they have updated their records in accordance with the provisions of section 213 (3B) of the BVI BC Act which provides that company documents required by the Act (including register of shareholders, register of directors), in addition to due diligence information/documentation, must be kept up to date.
- When will it be implemented?
NIt is expected to be implemented by December 2023..
- Is this the same as a Beneficial Ownership Register?
- Is this information shared with the Registry?
The regulations shall provide whether it must be entered in the Register.
- When is the Significant Controlled Persons Registry law expected to be passed?
Notification from the Government is awaited.
- Who can apply to the Registry for the list of directors?
Any person can apply directly by paying the corresponding fee.
- Is the list of Directors the same as the Register of Directors?
No, the list of directors is an extract from the Register of Registered Directors.
- What information is included in the list of directors?
Only the names of the current directors without personal data (address, date of birth, place of birth, nationality, etc.).
- What information is not included in the List of Directors?
The names and personal data of the previous directors.
- Does the liquidator have to be resident in the BVI?
- What requirements must the liquidator meet?
- Must have experience in liquidation of companies for a minimum of 2 years.
- Professional competence.
- Knowledge of the FSC and BVI Commercial Companies Act.
- Can there be joint liquidators?
Yes, one of which must meet the BVI residency requirement.