Reminder to BVI companies on ongoing maintenance of accounting records and related official documentation detail
Under the BVI Companies Act (Revised) (the BCA) and the Mutual Legal Assistance (Tax Matters) Act (Revised) a BVI company and the registered agent are required to have knowledge of the location of accounting records and also the person responsible for the keeping of such records.
Pursuant to the BCA, the records and underlying documentation of the company must sufficiently show and explain the company’s transactions so that the financial position of the company can, at any time, be determined with reasonable accuracy.
Where accounting records are kept at a specific location other than at the office of the registered agent, the company is required to inform the registered agent of the following:
- the physical address of the place at which the records and underlying documentation are kept, and
- the name of the person who maintains and controls the company’s records and underlying documentation.
Changes to either the location or person maintaining and controlling the records and documentation must be notified to the registered agent within 14 days of any change. Under the BCA, a person who contravenes the relevant section commits an offence and is liable on a summary conviction to fine of USD50,000.
To inquire about and/or update the current information on record please contact janet.ng@marburys.com
Furthermore, the company must provide to the registered agent without delay any records and underlying documentation requested by the registered agent of the company pursuant to a request by the Financial Services Commission (FSC) or any other competent authority in the BVI.
The FSC has been more stringent in their approach lately and started to make inspections of records held with the registered agents in 2022, with a view to enforcing such actions against non-compliant companies. Accordingly, it is imperative both for companies and their registered agents that all records are maintained in accordance with the legislation and Marbury clients are reminded to inform us of any changes to company information in a timely manner.
My company has been struck off – does this still affect me?
Where a company has been struck off or has lapsed, the accounting records information for these entities is still required to be kept on file due to the obligation to hold records for five (5) years from the date of cessation.
Additional requirements from 2023: Annual Financial Returns
As we have advised previously, all BVI companies will be required to file an annual financial return (AFR) with their registered agent to be retained for record-keeping purposes, commencing from their 2023 financial year. The AFRs are required to be filed within nine months of the end of each financial year and the first AFR’s to be filed will be for BVI companies with financial year ends on or after 31 December 2023 – so no filings are required prior to the end of September 2024.
Whilst the details and filing procedure of the AFR has yet to be finalised, companies are advised to ensure that their financial records are in order so as to enable the transfer and filing of information. Clients are reminded that the BVI regulator may at any moment request access to the underlying records, in which case the registered agent would request the same from the person responsible for maintaining the records, for immediate presentation. When inspections are conducted the deadlines imposed are tight and strictly monitored.
The AFRs will remain private and confidential in the hands of the registered agent, and are not for public inspection.
Entities that have been keeping accounting records up to date will be quickly able to complete the AFR that will be required to be submitted to and kept by their registered agents from 2023 onwards.
Marbury’s team has in-house accountants ready to assist to produce management accounts. For more information about our bookkeeping and accounting services, please contact your usual Marbury contact or info@marburys.com.