COMPLIANCE 

Attached are our new compliance forms for transfer in, incorporation, full change of structure, change of director, change of shareholder, change of BO, change of activity and change of jurisdiction.  Please ensure to complete the forms in full to speed up compliance clearance and pay close attention to the tips and guidance notes on the forms to eliminate delays (eg. proof should be provided for the source of funds of the BO, eg., pay slip, job letter, bank statement showing salary payments, company website showing details for management positions, etc).    If you have already prepared the old forms for any new orders, you can proceed to send them.

For every incorporation, transfer in and change of beneficial owner request, the attached Beneficial Owner Declaration is required to be completed and signed by each beneficial owner to confirm that the company will not be used for any unlawful purposes.

Where one document is provided as ID and proof of address a second photo ID or proof of address may be required to satisfy our records.

All transfers out, liquidations, mergers, discontinuations and resignation of Agent must be cleared by compliance to ensure that our files are fully updated, as we are required by law to maintain KYC for 5 years after the relationship ends.

If we do not have the beneficial owners’ information to be able to file the details with the International Tax Authority, we will commence resignation as Registered Agent of the company immediately.

ANNUAL RETURNS

Annual returns must be filed in 2024 for every Business Company (which are not exempted).  Exempted companies are listed companies, entities that are regulated by BVI FSC and are required to provide financial statements, entities that already submit annual return to BVI Inland Revenue and entities that annual returns filing become due after the commencement of liquidation.

The standard financial year is January to December but the company can have a different financial year provided the first filing becomes due in 2024 (and in some cases may run over into 2025).   Please see section 3 of the attached Amended to the BC Act.   It is our recommendation that if the company intends to change its financial year, that it be changed to the renewal year of the company i.e. May to April with filing coming due from May the following year or November to October, with filing coming due from November the following year.  This will allow the Registry renewal and the annual returns filing to become due at the same time each year.

The filing window for Annual Returns is within 9 months of the end of the financial year.  There are hefty fines associated with non-filing both for the company and for us a the Registered Agent.

Effective January 1^st, 2024, we will not be able to confirm that a company is in good standing (i.e. on a Certificate of Incumbency, etc) unless the Annual Return filings are up to date.

Annual Return fees should be paid with the renewal invoice to avoid any delays in filing, but if the invoice is requested separately, the payment is required at the time of submitting the Annual Return form for filing.

There is no requirement for the the Annual Return to be signed but we recommend that it be signed by one of the directors for record purposes.

ECONOMIC SUBSTANCE 

All outstanding Economic Substance invoices must be settled before we proceed to make any new filings, effective immediately.

Effective immediately, we will not be able to state that a company or LP is in good standing (i.e. on a Certificate of Incumbency, etc) unless the Economic Substance filings are up to date.

Economic Substance must be filed for the last financial period for liquidations, mergers and discontinuations.  Please provide the necessary Resolution and ES Assessment when necessary.

All forms of limited partnerships (i.e. with or without legal personality) must now file Economic Substance.  Please contact the ES team for limited partnerships without legal personality that have never filed ES for assistance.

The financial period for Economic Substance can also be change with approval from the International Tax Authority to match the renewal date of the company, so that all annual filings fall due on the same date.   Our fee for the application to change the financial period is $250.

Economic Substance fees should be paid with the renewal invoice to avoid any delay in filing, but if the invoice is requested separately, the payment is required at the time of submitting the Economic Substance Resolution for filing.

VIRTUAL ASSETS ACTIVITIES

Please note that all virtual assets related activities including cryptocurrency are now regulated in the BVI as of February 2023.   Please contact our Investment Business Division  dthompson@intershorebvi.com for information on how to obtain the necessary licence.

• Bearer shares are prohibited in the British Virgin Islands as of January 1^st, 2023.
• Companies that were struck off prior to January 2023, will be dissolved by the Registrar on July 1^st, 2023 and the Registered Agent automatically resigned.   The new Registered Agent can assist with restoration with no difficulty.
• Companies that were struck off/dissolved over 7 years or 10 years (by the Registrar for non payment of fees) prior to 2023 must be restored through  the courts within five years after the dissolution date, being the statute of limitations.   If the company has been struck/dissolved for ten years (being the statute of limitation) within the five years statute of limited for court restoration, the ten years statute of limitations will be applicable and the application for restoration must be made to the courts before the end of the ten years statute of limitations.  A court application can be made after the statute of limitation expires but it will be at the discretion of the court to restore but it may be unlikely and there will be a penalty applied to the application.
• Companies struck off/dissolved from 2023 for renewal fees, not having an Agent, failure to file Annual Returns and failure the file the Register of Directors can be restored via the Registry.
• Companies dissolved voluntarily/officially must be restored through the courts in all cases.
• In cases of transfer in of struck off companies by lawyer, all restorations as of 2023 will require a Declaration from the current Agent on their letter head that their KYC is up to date, see attached.  If this Declaration cannot be obtained we are unable to process the change of Agent by lawyer.  The Declaration is not required for cased where the Agent has resigned.
• A Declaration confirming that the a company was operating at the time of struck off or dissolution is required for all restoration application, including for Appointment of Agent application, see attached template.
• A company is dissolved by the Registry 60 days after the Registered Agent commences resignation.  Restoration can be done via the Registry by the new Registered Agent.
• The Register of Directors must be filed within 21 days of incorporation and within 30 days of a change in directors to avoid a Government penalty of $100 for late filing.   Please note that we must receive the signed corporate documents, particularly the consents to act in order to proceed with any filings with the Registry.   The BVI Business Companies Act states that directors are not officially appointed unless they have consented to their appointments.
• Discontinuation of companies from the BVI to a new jurisdiction must first be advertised for 14 days in the BVI before proceeding with filing.
• All liquidations must have a BVI liquidator.  A foreign liquidator can act jointly with the BVI liquidator if required.   The liquidator’s fees are charged based on the assets to be disposed.  Nil assets and liabilities has a standard liquidator fee of $1,000.
• The public can obtain a list of current directors of any BVI Business Company.  Contact details of the directors will not be provided.  Private filing of the Register of Directors is no longer possible, the mandatory filings are now public.
• Incorporation and renewal fee for a BVI Business Company with authorized shares of 50,000 or less has increased from $450 to $550 from January 1^st, 2023.    For authorized shares of over 50,000 the fee has increased from $1200 to $1350.
• The first filing of the Register of Directors has increased from $75 to $100 and for amendments the fee has been reduced from $75 to $50.
• The Registry now chargers an application fee of $200 for restorations for companies that have been struck/dissolved for less than 12 months and $400 for companies that have been struck/dissolved for over 12 months.
• Restoration fee for companies struck/dissolved for less than 12 months is $500.  Restoration fee for companies struck/dissolved over 12 months is $1200.  The restoration fee of $1500 is no longer applicable.
• The Registry now chargers an application fee of $400 for Court restorations for companies that have been struck/dissolved for less than 12 months and $600 for companies that have been struck/dissolved for over 12 months.
• Court Restoration fee for companies struck/dissolved for less than 12 months is $2000.  Court Restoration fee for companies struck/dissolved over 12 months is $4000.
• Registry fee for an original/hard copy Certificate of Good Standing has been increased from $100 to $150.   Electronic copy only is now $100.
• There is a change of structure compliance clearance fee of $50 effective January 1^st, 2023.  This fee is also applicable for cases where pre-clearances are requested on persons or entities without an official request for change of structure.
• If an electronic copy of a certificate is requested from the Registry.  There will be a professional fee charged for a request for the original at a later date, please review your fee sheet.

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