Audited Financial Statements for BVI Licensees
In accordance with the relevant Acts and Regulations, all BVI regulated entities are required to submit their audited financial statements to the Financial Services Commission (“Commission”) within six months from their respective financial year end, unless expressly exempted from this obligation.
BVI regulated entities may be exempted from submitting their audited financial statements following a written request and approval from the Commission.
Approved and Incubator Funds and Approved Managers under the Securities and Investment Business (Incubator and Approved Funds) Regulations, 2015 and Investment Business (Approved Managers) Regulations, 2012, respectively are required to submit a copy of their financial statements to the Commission within six months from their financial year end. Approved and Incubator Funds and Approved Managers are treated as if they are relevant licensees under the Securities and Investment Business Act, 2010.
In addition to the audited financial statements, all funds are required to submit mutual fund annual returns on or before 30 June of each year, regardless of the funds’ financial reporting period.
Filing extensions may be granted upon request from the Commission; BVI regulated entities may request up to a maximum period to file their audited financial statements based on their licence.
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BVI Regulated Entities
Relevant Acts or Regulations
Maximum Number of Months of Extension
General banking and trust licensees
Banks and Trust Companies Act, 1990
3
Investment business licensees
Securities and Investment Business Act, 2010
6
Public funds
Securities and Investment Business Act, 2010
6
Private and professional funds
Mutual Funds Regulations, 2010
9
Insurance licensees
Insurance Act, 2008
3
Financing and money services licensees
Financing and Money Services Act, 2009
3
Administrative penalties and fines may be enforced by the Commission for failure to file within the deadline.
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Register of Directors
The BVI Business Companies Act, 2004 has been amended and has introduced the requirement for all BVI companies to file a copy of their register of directors with the Registrar of Corporate Affairs of the BVI (“Registrar”) to expand the information required to be maintained on the register for each director.
Since 1 April 2016, all newly incorporated companies (each a "New Company") need to file their register of directors with the Registrar within 21 days of the appointment of its first directors, and all companies existing before 1 April 2016 (each an "Existing Company") were required to file their register of directors with the Registrar by 31 March 2017 (each an "Initial Filing"). The Initial Filing for Existing Companies requires only the details of the directors at the time of filing. Details of past directors are not required to be filed for Existing Companies.
Changes made to the register of directors must be filed with the Registrar within 30 days of the changes occurring.
Failure to file on time will incur penalties payable to the Registrar.
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BOSS System
The Beneficial Ownership Secure Search System Act, 2017 (“BOSSs Act”) came into force on 30 June 2017. The BOSSs Act was enacted in order for the BVI to comply with its obligations under the Exchange of Notes Agreement entered into with the United Kingdom in April 2016.
With The Exchange of Notes Agreement and the BOSSs Act, the BVI Government implemented a system, referred to as the BOSS System, to facilitate the storage and retrieval of relevant details of the beneficial owners of BVI companies.
A beneficial owner is a natural person who ultimately owns or controls directly or indirectly 25% or more of the shares of voting rights of a legal person.
The BOSSs Act requires the following:
- each registered agent to maintain a database of the BVI corporate and legal entities for whom they act as registered agent;
- relevant companies as well as the registered agents to identify the beneficial owners of each BVI company and include this in the database.
Entities that have ceased to exist or were struck off before 1 January 2016 do not need to comply with the BOSSs Act.
Full compliance of the BOSSs Act was extended to 31 December 2017.
Significant penalties and fines will be levied against the relevant companies and registered agents for failure to comply with the BOSSs Act.
Claire Santillan, Senior Audit Manager
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