Industry Circular 26 of 2025 - Filing Initial Annual Returns

FILING INITIAL ANNUAL RETURNS

The BVI Financial Services Commission is reminding companies that the 9-month extension for filing initial annual financial returns (annual returns) effected by Notice dated 10 December 2024 ends on 30 June 2025 (see Industry Circular 44/2024). Accordingly, a company whose financial year is a calendar year is required to file its initial annual return with its registered agent no later than said date.

Companies are also reminded to take note of a similar extension granted to companies whose financial year is not a calendar year (see Industry Circular 9/2025). A company covered by this extension is required to file its initial annual return before the end of the relevant extension period.

Where a company fails to file its initial annual return by the relevant deadline, its registered agent is required to notify the Registrar of Corporate Affairs within 30 days of the date that the filing became due, as prescribed by section 98A(4) of the BVI Business Companies Act, Revised Edition 2020. Beginning 1 July 2025, registered agents may begin submitting notifications concerning non-filings via the VIRRGIN system using the ‘Notice of Failure to File Annual Return’ transaction.

More about the requirement to file annual returns

Pursuant to section 96A(2) of the BVI Business Companies Act, a company is required to file with its registered agent an annual return in the form and containing the information specified in the Schedule to the BVI Business Companies (Financial Return) Order, 2023. The requirement to file annual returns was introduced in 2022 and applies to all companies except:

• listed companies;
• companies regulated under a financial services legislation requiring the reporting of financial statements;
• companies that file their annual tax returns and financial statements with the BVI Government’s Inland Revenue; and
• companies in liquidation (providing the company’s liquidation commenced prior to the deadline for filing annual returns).

Any questions or concerns in relation to this Circular should be directed to [email protected]