BVI Business Companies (Financial Return) Order, 2023

VIRGIN ISLANDS 1 BVI BUSINESS COMPANIES (FINANCIAL RETURN) ORDER, 2023 ARRANGEMENT OF SECTIONS SECTION

1. Citation and commencement
2. Definition
3. Form of annual return

VIRGIN ISLANDS 2 STATUTORY INSTRUMENT 2023 NO. 18 BVI BUSINESS COMPANIES ACT (2020 Revised Edition) BVI Business Companies (Financial Return) Order, 2023 [Gazetted 2 nd March, 2023] The Financial Services Commission, acting in accordance with the powers conferred by section 98A(2)(b) of the BVI Business Companies Act, Revised Edition 2020, makes the following Order: Citation and commencement

1. (1) This Order may be cited as the BVI Business Companies (Financial Return) Order, 2023. (2) This Order shall be deemed to have come into force on the 1 st day of January, 2023. Definition
2. (1) In this Order, a reference to (a) “Act” means the BVI Business Companies Act, Revised Edition 2020; (b) “annual return” shall be construed in accordance with section 98A(1) of the Act, and “financial return” shall be construed accordingly; and (c) “year” shall be construed in accordance with section 98A(7) of the Act. (2) The reference in the Schedule to the denomination “US$” (the USA currency) may be substituted by any other currency in which a company prepares its financial statements. Form of annual return
3. (1) Subject to subsection (2), every company shall, in respect of each year, file with its registered agent an annual return in the form, and containing the information, specified in the Schedule. [Guideline: By virtue of section 98A(7) of the Act, the reference to “year” relates to a company’s fiscal or financial year which may be a calendar year. If a company’s fiscal or financial year does not correspond to a calendar year, the reference to “year” relates to the company’s stated fiscal or financial year. Thus, the requirementto file an annual return relates to the company’s fiscal or financial year, however that is determined and applied by the company. The earliest date an annual return becomes due (as opposed to when it must be filed) from a company is 1 stJanuary, 2024, considering that section 98A of the Act and this Order came into

3 effect on 1 st January, 2023. This will relate to a company that has a calendar year as its financial year. The company has until 30 thSeptember, 2024 to file its annual return that became due on 1 st January, 2024. If a company has a fiscal or financial year that does not correspond to a calendar year, its annual return becomes due in 2024, depending on the month in which the commencement of its financial year falls. However, it may have until any period in 2025 to file its first annual return. For example, Company A’s fiscal or financial year is from March to February. For the purposes of complying with its annual return filing under the Act, Company A’s first annual return becomes due on 1 st March, 2024, but it has until 30 th November, 2024 to file the annual return. If, on the other hand, Company A’s fiscal or financial year is from May to April, its first annual return becomes due on 1 st May, 2024, but the Company has until 31 st January, 2025 to file the annual return.] (2) Subsection (1) does not apply to a company that is exempted by virtue of section 98A of the Act. [Guideline: The companies exempted undersection 98A(5) of the Act are the following: (a) a listed company, meaning a company that is listed on a stock exchange; (b) a company that is regulated under a financialservices legislation and provides financial statements to the Commission in accordance with the requirements of that financialservices legislation; (c) a company that files its annual tax return to the Inland Revenue Department accompanied by the company’s financialstatements; and (d) a company in liquidation, except that this exemption does not apply if the company’s annual return becomes due prior to the commencement of the liquidation. [Guideline (in relation to a company in liquidation): Company A has a calendar year (January – December) as its financial year. Its annual return becomes due from 1 st January to 30 th September of the ensuing year. In June of that ensuing year, the company decides to go into liquidation before it has filed its annual return. The company is bound to file its annual return because its liquidation commenced after the annualreturn became due. On the other hand, Company B has a calendar year (January – December) as its financial year. However, in June of that calendar year Company B goes into liquidation before its annual return for that year becomes due. Company B is not required to file an annual return for that calendar year. The same rule applies if a company’s fiscal or financial year is different from a calendar year. For example, if Company C’s fiscal or financial year commences on 1 st April in a particular year (“the First Year”) and ends in March of the following year (“the Second Year”), the company’s annual return becomes due on 1 st April of the Second Year (even though the company has until 31 st December of the Second Year to file its annual return). Consequently, if Company C goes into liquidation in May of the Second Year, it is liable to file its annual return as the annual return would have become due on 1 st April of the Second Year. If, on the other hand, Company C goes into liquidation in November of the First Year, it is not liable to file an annual return for that Year.]

4 SCHEDULE ANNUAL FINANCIAL RETURN [Section 3(1)] FINANCIAL INFORMATION FOR YEAR ENDING, (insert company’s financial year end) BALANCE SHEET/STATEMENT OF FINANCIAL POSITION ASSETS Cash and cash equivalents Loans and receivables Investments and other financial assets Tangible fixed assets Intangible assets Other assets TOTAL ASSETS US$

LIABILITIES Accounts payable Long-term debts Other Liabilities TOTAL LIABILITIES US$

SHAREHOLDER'S EQUITY US$

5 INCOME STATEMENT REVENUE COST OF SALES GROSS PROFIT US$

EXPENSES Operating expenses Other expenses Income tax expense US$

TOTAL EXPENSES US$ - NET INCOME US$ - Issued by the Financial Services Commission this 1st day of March, 2023. (Sgd.) Kenneth Baker Managing Director/CEO Financial Services Commission