Annual Financial Returns Frequently Asked Questions
Q
Am I required to file an annual return? Following 1 January 2023 changes to the BVI Business Companies Act (As Revised) ("BC Act"), all BVI companies have to file an annual return in respect of each year, unless they are exempt. The first return is required for the 2023 financial year. The following companies are exempt from having to file an annual return: (a) A listed company, i.e. a company any securities of which are approved for listing on a recognised exchange 1. This includes companies with listed debt securities; (b) A company regulated under BVI financial services legislation that provides financial statements to the BVI Financial Services Commission ("Commission") in accordance with the requirements of that financial services legislation. This includes regulated mutual funds (professional, private, public, approved and incubator funds), private investment funds and approved managers; (c) A company that files annual tax returns (together with its financial statements) with the BVI Inland Revenue; (d) A company in liquidation, except where the company's annual return becomes due before the commencement of the liquidation, in which case the company's liquidation is not complete until the company files the annual return. A company in liquidation is exempt where the liquidation commenced before the "due date" of the annual return (see below for details). The annual return requirement currently applies only to BVI companies, not BVI limited partnerships.
1 "Recognised exchange" means a recognised exchange as defined in the Regulatory Code (As Revised) i.e. an exchange that is a member of
the World Federation of Exchanges or recognised by the BVI Financial Services Commission under the Regulatory Code (Recognised Exchanges) Notice (As Revised). These are as follows: Regulatory Code (Recognised Exchanges) Notice: American Stock Exchange, Australian Stock Exchange, Bourse de Montreal Inc, Cayman Islands Stock Exchange, Channel Islands Stock Exchange, Chicago Board of Trade, Chicago Stock Exchange, Coffee, Sugar and Cocoa Exchange, Inc, EUREX, ICE Futures Europe, ICE Futures U.S. Inc., ICAP Securities & Derivative Exchange Limited, International Capital Market Association, Kansas City Board of Trade, LIFFE Administration and Management, London Stock Exchange Plc, MidAmerica Commodity Exchange, Minneapolis Grain Exchange, New York Cotton Exchange, New York Futures Exchange, New York Mercantile Exchange Inc., New York Stock Exchange, New Zealand Stock Exchange, Osaka Securities Exchange, Pacific Exchange, Philadelphia Stock Exchange, South African Futures Exchange, The London Metal Exchange Limited, Tokyo International Financial Futures Exchange, Tokyo Stock Exchange, Toronto Stock Exchange. World Federation of Exchanges list of Members: Abu Dhabi Securities Exchange, Amman Stock Exchange, Athens Stock Exchange (ATHEX), Australian Securities Exchange, Bahrain Bourse, BATS Global Markets, Bermuda Stock Exchange, BM&FBOVESPA S.A., BME Spanish Exchanges, Bolsa de Comercio de Buenos Aires, Bolsa de Comercio de Santiago, Bolsa de Valores de Colombia, Bolsa de Valores de Lima, Bolsa Mexicana de Valores, Borsa İstanbul, Bourse de Casablanca, BSE India Limited, Bursa Malaysia, CBOE Holdings, Inc., China Financial Futures Exchange, CME Group, Colombo Stock Exchange, Cyprus Stock Exchange, Dalian Commodity Exchange, Deutsche Börse AG, The Depository Trust & Clearing Corporation, Dubai Financial Market, The Egyptian Stock Exchange, EuroCCP, Euronext, Hochiminh Stock Exchange, Hong Kong Exchanges and Clearing, Indonesia Stock Exchange, Intercontinental Exchange, Inc., Irish Stock Exchange, Japan Exchange Group, Inc., Johannesburg Stock Exchange, Kazakhstan Stock Exchange, Korea Exchange, Luxembourg Stock Exchange, Malta Stock Exchange, Moscow Exchange, Muscat Securities Market, Nasdaq, National Stock Exchange of India Limited, Nigerian Stock Exchange, NZX Limited, The Options Clearing Corporation, Oslo Børs, Palestine Exchange, Philippine Stock Exchange, Qatar Stock Exchange, Saudi Stock Exchange (Tadawul), Shanghai Futures Exchange, Shanghai Stock Exchange, Shenzhen Stock Exchange, Singapore Exchange, SIX Swiss Exchange, Stock Exchange of Mauritius, The Stock Exchange of Thailand, Taipei Exchange, Taiwan Futures Exchange, Taiwan Stock Exchange, Tel-Aviv Stock Exchange, TMX Group Inc. and Zhengzhou Commodity Exchange.