2024 BRITISH VIRGIN ISLANDS REGULATORY CALENDAR
Regulatory Calendars are also available for key filing deadlines applicable in Ireland, Luxembourg, Jersey and the Cayman Islands.
This calendar is intended to provide only general information for the clients and professional contacts of the Maples Group. It does not purport to be comprehensive or render legal advice.
KEY CONTACTS
Chris Capewell Partner +1 345 814 5666 chris.capewell@maples.com
Joanna Russell Partner +44 20 7466 1678 joanna.russell@maples.com
Daniel Moore Associate +852 3690 7443 daniel.moore@maples.com
Chris Newton Partner +1 284 852 3043 chris.newton@maples.com
Matthew Gilbert Partner
+44 20 7466 1608 matthew.gilbert@maples.com
Nikki Wood Associate +1 345 814 5463 nikki.wood@maples.com
REGULATORY FILING REQUIREMENTS KEY DEADLINES
JANUARY
31 Registered Office Fee due for all entity types to Maples Corporate Services (BVI) Limited
31 Approved Managers and Approved Funds to file an Annual Return with the *Commission on or before 31 Jan.
31 Incubator Funds to file with the Commission a Semi-Annual Return on or before 31 Jan.
MARCH
31 Investment Business License holders (“Licensees”) to file a Compliance Report and Investment Business Annual Return with the Commission on or before 31 March.
31 Licensees and Approved Managers to pay annual license fees and file an Anti-Money Laundering/ Countering the Financing of Terrorism (AML/CFT) Return with the Commission on or before 31 March.
1 Registration deadline with the ITA** in the first calendar year following which entities became Financial Institutions under the Foreign Account Tax Compliance Act, as implemented in BVI (“FATCA”)
30 Registration deadline with the ITA** in the first calendar year following which entities became Financial Institutions under the Common Reporting Standards, as implemented in BVI (“CRS”)
31 AEOI (FATCA/CRS) reports/’nil returns’ due to the **ITA for Reporting Financial Institutions (must be made on BVIFARS).
JUNE
30 Deadline for submission to the Commission of audited accounts for private, professional, public, private investment funds and Licensees with 31 Dec financial year end.
30 Deadline for submission to the Commission of unaudited accounts for Approved Funds, Incubator Funds and Approved Managers with 31 Dec financial year end.
30 Deadline for submission of Mutual Fund Annual Return for private, professional and public funds.
31 Incubator Funds to file with the Commission a Semi-Annual Return on or before 31 July.
SEPTEMBER
30 Deadline for submission to the registered agent of Annual Financial Returns for companies with 31 Dec financial year end which are not already required to submit accounts to the Commission on 30 June or are otherwise exempt.
29 Economic Substance Returns due to the **ITA where economic substance financial period ends 29 June.
31 De-registration deadline to avoid imposition of 2025 fees for Commission registered entities.
CLICK HERE TO DOWNLOAD
BENEFICIAL OWNERSHIP REGIME
In June 2017, the BVI introduced a regime (the “Regime”) governing the collection, maintenance and sharing (with strict limitations) of information regarding the ultimate beneficial ownership or control of BVI companies and partnerships.
Certain entities are exempted from complying with the primary obligations of the Regime but do still have certain limited filing obligations.
Each company or partnership which is not exempted from the Regime (each an “In-Scope Entity”) is required to identify and collect information in relation to its parent, ultimate parent and each beneficial owner or registrable legal entity and provide that information, together with the prescribed information for each, to its registered agent.
The registered agent of an In-Scope Entity is required to take reasonable steps to identify the beneficial owners and registrable legal entities and collect the prescribed information with respect to the InScope Entity for which it acts as registered agent. The registered agent must also maintain a database containing that information. In effect, the database must record details of the entities or individuals that ultimately own or control 25% of more of the equity interests or voting rights or otherwise exercise control over the management of the In-Scope Entity, together with details of certain intermediate holding companies through which such interests are held.
Beneficial ownership information contained on the database maintained by the registered agent is not accessible to the public, but is accessible (via the Beneficial Ownership Secure Search System) by designated persons specified by BVI competent authorities, principally on proper and lawful requests made by UK law enforcement agencies.
ECONOMIC SUBSTANCE
At the start of 2019, a number of offshore jurisdictions, including the BVI, introduced economic substance laws and regulations (“Economic Substance Regimes”) in response to global OECD Base Erosion and Profit Shifting (“BEPS”) standards for geographically mobile activities. The Economic Substance Regimes aim to create a level playing field among all OECD-compliant ‘no or only nominal tax’ jurisdictions.
Global standards in this field continue to develop. Accordingly, it is expected that the Economic Substance Regimes will continue to evolve in order to address certain important practical aspects of the economic substance requirements.
Those who establish offshore structures do not generally do so to engage in BEPS activity; they do so because the chosen jurisdiction is an efficient, stable and trusted neutral hub with key expertise in handling complex transactions. Accordingly, the financial services industry in these jurisdictions and their respective clients should be able to take these requirements in their stride, given the nature of the transactions and the global standards that are already applicable in such jurisdictions.
The extent to which an entity is affected will depend upon a number of factors, including the type of entity, the type of business the particular entity is engaged in, and the way the entity operates. In particular, entities conducting the following ‘relevant activities’ will need to determine whether they fall within the scope of a particular Economic Substance Regime:
a. Banking business;
b. Distribution and service centre business;
c. Finance and leasing business;
d. Fund management business;
e. Headquarters business;
f. Holding company business;
g. Insurance business;
h. Intellectual property holding business; and
i. Shipping business.
Depending on their particular circumstances, inscope entities may have reporting obligations, as well as be required to satisfy enumerated substance requirements in relation to any relevant activity.
If you have any questions in relation to particular entities, industries and / or structures, please speak with your usual Maples Group contact, who will be able to guide you in this area of law. Inevitably, much will depend upon the specific entity, industry, structure and transaction(s) involved.
ANNUAL RETURN REQUIREMENTS
Effective 1 January 2023, all companies incorporated or registered in the BVI, must file a new annual return (“Annual Return”) with their registered agent setting out certain financial information, unless they are exempt.
The Annual Return must be filed within nine months of the calendar year end or the end of the company’s financial year, if different. The first return is required for the 2023 financial year, with filings to be made by the end of September 2024 for companies with a calendar year end.
The Annual Return must contain the information prescribed by the BVI Business Companies (Financial Return) Order (As Revised) (the “Order”). The Order includes a template for the Annual Return, being a simple balance sheet / statement of financial position and an income statement. There is no requirement for the Annual Return to be audited or to use a particular accounting standard. The return can be presented in US dollars or any other currency in which the company prepares its financial statements.
Where a company is part of a group of companies that prepares and maintains consolidated accounts, the company can file the group consolidated accounts if they show the accounts of the company. Where there is more than one BVI company in a group, a single filing showing the Annual Returns attributable to each BVI company, can also be made.
Exemptions for filing an Annual Return apply to:
listed companies;
companies regulated under BVI financial services legislation that provide financial statements to the BVI Financial Services Commission (the “Commission”);
companies that file annual tax returns (with financial statements) with the BVI Inland Revenue; and companies in liquidation.
It is important to note that the registered agent will keep the Annual Return at its offices, but the Annual Return will not be filed with the BVI Registrar of Corporate Affairs or otherwise be publicly available (unless requested by the Commission or any other competent authority in the BVI).
If you have any questions, our team of experienced legal and qualified accounting professionals can provide assistance. Please speak with your usual Maples Group contact.
AUTOMATIC EXCHANGE OF FINANCIAL ACCOUNT INFORMATION (“AEOI”)
The BVI has entered into an inter-governmental agreement with the United States (the “US IGA”) to give effect to the US Foreign Account Tax Compliance Act (“FATCA”) and a multilateral competent authority agreement (“MCAA”) to implement the OECD Common Reporting Standard (“CRS”). The BVI has also entered into an inter-governmental agreement with the United Kingdom (the “UK IGA”) in broadly similar terms to the US IGA to improve international tax compliance (“UK CDOT”). The UK is a Participating Jurisdiction for CRS. There are therefore, no separate registration or reporting obligations regarding UK CDOT, and all UK reporting has been pursuant to CRS from 2017 onwards.
AEOI is the collective term used to refer to FATCA and the CRS.
The BVI has passed laws (the “AEOI Laws”) to give effect to its AEOI commitments. Under the AEOI Laws, all “Financial Institutions” are required to comply with registration, due diligence and reporting requirements, unless they can rely on an exemption that allows them to become a “Non-Reporting Financial Institution” (as defined in the AEOI Laws), in which case only the registration requirement would apply under CRS.
The AEOI Laws require each Reporting Financial Institution to, amongst other things (i) register with the United States Internal Revenue Service (“IRS”) to obtain a Global Intermediary Identification Number (in the context of the US IGA only); (ii) register with the BVI International Tax Authority (“ITA”) to notify such authority of its status as a “Reporting Financial Institution” or a “Non-Reporting Financial Institution” (in the case of CRS only); (iii) adopt and implement written policies and procedures setting out how it will address its obligations under CRS; (iv) conduct due diligence on its accounts to identify whether any such accounts are considered “Reportable Accounts”; and / or (v) report information on such Reportable Accounts to the ITA.
Account holders in such Reporting Financial Institutions are required to provide certain personal financial information, including certifications as to such account holder’s global tax residencies and tax identification numbers, to the Financial Institution.
The Reporting Financial Institution’s compliance with the AEOI Laws may result in the disclosure of the account holder’s financial information to the ITA which will transmit such information to the overseas fiscal
authority relevant to the reportable account (e.g. the IRS in the case of a US Reportable Account) annually on an automatic basis.
The term “Financial Institution” catches entities that are depository institutions, custodial institutions, investment entities and specified insurance companies. Depository institutions and custodial institutions are largely self-explanatory terms, and specified insurance companies will mostly be longterm insurers. Investment entities is a term defined very broadly and catches most types of investment fund, investment managers and advisors, and other entities that might be service providers in the fund management world.
An entity that is not a Financial Institution will be a non-financial entity and out of scope of the AEOI Laws, although if that entity is an account holder of a Financial Institution, it may in certain circumstances be required to confirm to such Financial Institution its AEOI status and, where applicable, details of its controlling persons.
If in doubt, please take appropriate legal advice as to whether an entity is in scope and any related compliance obligations.
