BRITISH VIRGIN ISLANDS (BVI) UPDATE
Key Amendments to BVI Business Companies Act
Important changes to the BVI Business Companies Act became effective in 2023.
Here are the key changes:
1. Striking-off companies and dissolution:
In the past, when a BVI company was struck off the Register of Companies, it remained struck off for 7 years before being dissolved. Under the new legislation from 2023, newly struck-off companies will be dissolved immediately once the Registrar of Corporate Affairs publishes the notice of striking off in the Gazette.
2. Restoration process
Struck off and Dissolved Companies under New Legislation:
A fast-track restoration process will be applied, allowing companies struck off and dissolved under the new legislation to be restored within 5 years of dissolution by application to the Registrar without the need to apply to Court. The Registered Agent will ensure the company's information is up-to-date and complies with BVI regulations.
Dissolved Companies under Old Legislation
For a company dissolved under the old Act, an application to the Court for restoration must be made within 10 years of dissolution. Under the new legislation, application for restoration must be made within 5 years.
3. Qualification and residency requirements for liquidators:
The new legislation requires liquidators of solvent BVI companies to have relevant qualifications, such as an insolvency practitioner’s license issued by the BVI Financial Services Commission or similar, and experience of not less than 2 years. Liquidators must have resided in the BVI for at least 180 days before their appointment.
4. Directors' names are made available publicly:
It is now possible to search for the names of a company’s current director(s). Additional current director’s personal information (e.g., date of birth, nationality, or residential address) or former directors’ information will remain unavailable.
5. Financial records and accounts:
BVI companies must submit financial information in the form of an annual return to their Registered Agent within 9 months from the end of the financial year. The return must include a balance sheet and profit and loss statement. An audit is not required.
Example scenarios of the financial year (Calendar / Non-Calendar) for the annual return filing deadline:
| Scenario 1 (Financial Year - calendar) | |||
|---|---|---|---|
| Financial Year Start Date | Financial Year End Date | Start Date of Annual Financial Return Filing (Due Date) | Annual Financial Return Filing (Deadline) |
| 1 January 2023 | 31 December 2023 | 1 January 2024 | 30 September 2024 |
The earliest filing date for the Annual Financial Return is 1 January 2024 (not the filing deadline) and must be submitted to the Registered Agent by 30 September 2024.
| Scenario 2 (Financial Year non-calendar) | |||
|---|---|---|---|
| Financial Year Start Date | Financial Year End Date | Start Date of Annual Financial Return Filing (Due Date) | Annual Financial Return Filing (Deadline) |
| 1 February 2023 | 31 January 2024 | 1 February 2024 | 31 October 2024 |
A financial year other than the calendar year must file their Annual Financial Return no later than 9 months after their financial year-end to the Registered Agent, e.g., a company with a financial year-end on 31 January must submit the AFR by 31 October 2024.
6. Register of Significant Controllers:
While the new legislation establishes a framework for a potential public register of persons with significant control in the future, no changes are expected in this area for 2023.
For more detailed information, refer to the full text of the BVI Business Companies (Amendment) Act, 2022: https://zetland.biz/guides/act_no_6_bvi_business_companies_amendment_act_2022.pdf
