In 2025, British Virgin Islands (BVI) companies are required to file two types of reports: the Annual Financial Return and the Economic Substance Report. To help you stay compliant, we have provided an overview of these requirements, including deadlines and associated penalties.
- Annual Financial Return: Almost all BVI companies must file, with exemptions for listed firms and those in liquidation.
- Submissions: Returns are submitted to the registered agent, who must keep them for at least five years.
- Deadlines: Annual Financial Returns due by 30 September 2025; Economic Substance Reports within six months of financial year end.
- Penalties: Late submission incurs substantial fines; companies cannot obtain a Certificate of Good Standing.
- Compliance: Non-compliance with economic substance can lead to fines up to $200,000 or potential dissolution.
Types of reporting for BVI companies
Under BVI law, commercial companies must submit the following reports to their local registered agent by the specified deadlines:
- Annual Financial Return: Due by 30 September 2025 (or within nine months of a non-calendar financial year-end).
- Economic Substance Report: Due by 31 December 2025 (or at the end of the financial year).
Annual Financial Return
Who must file?
Almost all BVI business companies must file an Annual Financial Return. The following are exempt:
- Listed companies.
- Companies regulated by financial services regulations that file full financial statements in the BVI.
- Companies that file tax returns with the Inland Revenue (also accompanied by financial statements).
- Companies in liquidation.
If a company is already in liquidation but the deadline for filing an Annual Return passed before the liquidation proceedings began, the company must still file the Annual Return. Failure to do so will prevent the liquidation from being completed.
What does the Annual Financial Return include?
The Annual Financial Return is a simplified overview of a company’s financial performance. It is not a full set of financial statements, as most BVI companies are still not required to prepare or file audited financial statements.
The Annual Financial Return in the BVI includes:
- A simplified balance sheet (or statement of financial position) detailing assets, liabilities, and equity.
- A simplified income statement with data on revenue, expenses, and net profit.
An audit of the Annual Financial Return is not required in the BVI.
Who is the Return submitted to?
The Annual Financial Return is submitted to the BVI registered agent that services the company. In most cases, it remains in the custody of the registered agent and is not submitted to government bodies.
The registered agent is required to keep the Return for as long as they serve the company, and for at least five years after they cease to be the registered agent.
Should the Financial Services Commission (FSC) or another competent BVI authority request it, the registered agent is obligated to provide them with a copy of the company’s Annual Return.
Deadlines for submitting Financial Returns in the BVI
BVI companies are required to submit their Annual Financial Return within nine months after the end of their reporting year (in accordance with Section 98A of the BVI Business Companies Act).
For companies whose financial year aligns with the calendar year, the deadline for submitting the Financial Return is 30 September of the year following the reporting year. Accordingly, the Return for the financial year from 1 January to 31 December 2024, must be submitted no later than 30 September 2025.
For all other cases, the nine-month period is calculated from the end date of the company’s specific financial year. For example:
| Financial year | Deadline for submitting the Annual Financial Return |
|---|---|
|
1 March 2024 – 28 February 2025 |
30 November 2025 |
|
1 April 2024 – 31 March 2025 |
31 December 2025 |
|
1 July 2024 – 30 June 2025 |
31 March 2026 |
What happens if the Return is not submitted?
If a company fails to submit its Annual Financial Return, its registered agent must notify the Registrar of Corporate Affairs in writing of this non-compliance no later than 30 days from the deadline.
A company that has not submitted its Financial Return will not be able to obtain a Certificate of Good Standing. Furthermore, if the submission deadline has already passed, the company will be unable to complete liquidation proceedings.
Substantial penalties are imposed on companies for late submission. The registered agent may also face penalties if they fail to report a company’s non-submission to the Registrar or if they fail to provide a copy of the Return when requested by the FSC or another competent authority.
Economic Substance Reporting in the BVI
BVI economic substance requirements
The BVI Economic Substance (Companies and Limited Partnerships) Act has been in effect since 1 January 2019.
The requirements apply only to companies that carry out one of the nine “relevant activities” specified by the Act. For such activities, a company must demonstrate economic substance by ensuring that its management, staff, key functions, and expenses are located and carried out directly within the BVI.
While only companies performing relevant activities are subject to these requirements, all BVI companies are required to file an annual report under the economic substance legislation. The scope of this reporting varies depending on whether the company engages in a relevant activity and, if so, which one. If a company does not perform any of the specified activities, its reporting is limited to a simple declaration.
Deadlines for Economic Substance Reports
Economic Substance Reports must be submitted annually within six months of the end of the company’s financial year.
- For companies registered before 1 January 2019: The deadline for filing the report for the financial period ending on 29 June 2025, is 31 December 2025.
- For companies registered on or after 1 January 2019: The financial period is the 12-month period starting from the date of incorporation. The deadline for submitting the report for such companies is six months from the end of that financial period. For example:
| Financial year end date | Deadline for economic substance reporting |
|---|---|
|
31 December 2024 |
30 June 2025 |
|
31 March 2025 |
30 September 2025 |
|
30 June 2025 |
31 December 2025 |
|
30 September 2025 |
31 March 2026 |
Consequences of failing to file an Economic Substance Report
Economic Substance Reports are filed through a registered agent in the BVI. The registered agent then reports to the International Tax Authority (ITA).
Failing to submit the annual Economic Substance Report or to provide requested information to the ITA without good reason can result in a penalty of up to $75,000 or a prison sentence of up to five years.
If the ITA determines that a company has not complied with the economic substance requirements, a penalty of up to $20,000 may be imposed (or up to $50,000 USD for high-risk intellectual property companies). If non-compliance is identified again, the penalty can increase to $200,000 (or $400,000, respectively).
A company that fails to meet the economic substance requirements (if it is required to do so) may also be struck from the register and dissolved.
Summary
- It is crucial to prepare and submit your Annual Financial Return and Economic Substance Reports by the deadlines established by law and recommended by your registered agent.
- Failure to do so can result in penalties for both your company and your registered agent.
The experts at Uniwide Advisors can help you register an offshore company in the BVI or assess the risks and compliance status of your existing company with regard to BVI reporting requirements.
