Maples Group - 2025 British Virgin Islands Regulatory Calendar

2026 BRITISH VIRGIN ISLANDS REGULATORY CALENDAR

Regulatory Calendars are also available for key filing deadlines applicable in Ireland, Luxembourg, Jersey and the Cayman Islands.

This calendar is intended to provide only general information for the clients and professional contacts of the Maples Group. It does not purport to be comprehensive or render legal advice.

KEY CONTACTS

Chris Capewell Partner +1 345 814 5666 chris.capewell@maples.com

Joanna Russell Partner +44 20 7466 1678 joanna.russell@maples.com

Daniel Moore Associate +852 3690 7443 daniel.moore@maples.com

Chris Newton Partner +1 284 852 3043 chris.newton@maples.com

Matthew Gilbert Partner +44 20 7466 1608 matthew.gilbert@maples.com

REGULATORY FILING REQUIREMENTS KEY DEADLINES

BVI companies incorporated or on the register of companies before 2 January 2025 (Existing Companies) must file their register of members, register of directors and beneficial ownership information with the Registrar.

BVI limited partnerships registered or on the register of limited partnerships before 2 January 2025 (Existing LPs) must file their register of limited partners, register of general partners and beneficial ownership information with the Registrar.

From 2 January, applications can be made to the Registrar for exemption from disclosure of beneficial ownership information in certain circumstances.

Registered Office Fee due for all entity types to Maples Corporate Services (BVI) Limited.

Approved Managers and Approved Funds to file an Annual Return with the *Commission on or before 31 January

Incubator Funds to file with the Commission a Semi-Annual Return on or before 31 January

Investment Business Licence holders (“Licensees”) to file a Compliance Report and Investment Business Annual Return with the Commission on or before 31 March.

Licensees and Approved Managers to pay annual licence fees and file an Anti-Money Laundering / Countering the Financing of Terrorism (AML / CFT) Return with the Commission on or before 31 March.

Any investment business licensee, public fund or approved investment manager having a financial year ending 31 December that wishes to apply for an exemption from preparing and submitting audited financial statements (or, in the case of an approved investment manager, unaudited financial statements) for the period 1 January to 31 December 2024 must submit its application to the BVI FSC and the application fee.

Registration deadline with the ITA** in the first calendar year following which entities became Financial Institutions under the Foreign Account Tax Compliance Act, as implemented in BVI (“FATCA”).

Applications to the Registrar to access beneficial ownership information under the legitimate interest policy can be made from 1 April.

Registration deadline with the ITA** in the first calendar year following which entities became Financial Institutions under the Common Reporting Standards, as implemented in BVI (“CRS”).

AEOI (FATCA / CRS) reports / ’nil returns’ due to the **ITA for Reporting Financial Institutions (must be made on BVIFARS). ***

Deadline for payment of the annual US$185 BVI FARs portal fee by all relevant entities with reporting obligations under FATCA, CRS and / or country-by-country reporting as implemented in BVI.

Deadline for submission to the Commission of audited accounts for private, professional, public, private investment funds and Licensees with 31 December financial year end.

Deadline for submission to the Commission of unaudited accounts for Approved Funds, Incubator Funds and Approved Managers with 31 December financial year end.

Deadline for submission of Mutual Fund Annual Return for private, professional and public funds.

Incubator Funds to file with Commission a Semi-Annual Return on or before 31 July.

Deadline for submission to the registered agent of Annual Financial Returns for companies and limited partnerships with 31 December financial year end which are not already required to submit accounts to the Commission on 30 June or are otherwise exempt.

Economic Substance Returns due to the **ITA where economic substance financial period ends 29 June.

De-registration deadline to avoid imposition of 2027 fees for Commission registered entities.

Equivalent changes to the beneficial ownership information requirements for BVI limited partnerships have also been made.

BENEFICIAL OWNERSHIP REGIME

In June 2017, the British Virgin Islands (“BVI”) introduced a regime governing the collection, maintenance and sharing (with strict limitations) of information regarding the ultimate beneficial ownership or control of BVI companies and partnerships.

On 2 January 2025, amendments to the BVI Business Companies Act (As Revised) (the "BC Act"), the Limited Partnership Act (As Revised) (the "LP Act") and the BVI Business Companies Regulations (As Revised) (the “Regulations”) came into force, along with new BVI Business Companies and Limited Partnership (Beneficial Ownership) Regulations (“Beneficial Ownership Regulations”) (together the “Amendments”). A 12 month transitional period applied for existing BVI companies and partnerships.

Beneficial Ownership Regime Changes

The Amendments brought the Beneficial Ownership Regime within the BC Act and LP Act, and the supervision of the BVI Registrar of Corporate Affairs (“Registrar”), in line with international standards and requirements that beneficial ownership information is held by a public authority. BVI companies and limited partnerships are required to collect, keep and maintain adequate, accurate and up-to-date information on the company's / partnership's beneficial owners and, unless an exemption applies, file the beneficial ownership information with the Registrar. Filings must be made within 30 days of the date of incorporation, registration or continuation of the company or partnership into BVI and updated within 30 days of the company or partnership becoming aware of a change to the

information. The BVI Financial Services Commission (the “Commission”) has issued detailed Guidance on Filing of Beneficial Ownership Information under the Beneficial Ownership Regulations to assist with implementation of the beneficial ownership changes.

Exemptions to Filing Beneficial Ownership Information

Exemptions to the obligation to file beneficial ownership information with the Registrar apply to:

a. companies whose shares are listed on a recognised exchange1; and

b. entities that are a private, professional, public, private investment, incubator or approved fund regulated by the Commission, or companies whose shares are held by a trustee licensed under the BVI Banks and Trust Companies Act (As Revised) (“BTCA”) or regulated for AML purposes in a jurisdiction other than BVI, if certain conditions are satisfied.

Note that licensees and approved managers regulated by the Commission, and BVI companies with listed securities which are not shares do not fall within this exemption, unlike the exemption that applied to them under the BOSS Act (defined on page 5).

The Regulations also do not apply to a company / partnership which:

a. is otherwise exempted or excluded in any particular case

b. is a subsidiary of another legal entity that is subject to the Regulations based on holding, directly or indirectly, a beneficial interest in 75%or more of the shares in the subsidiary, or 75% or more of the voting rights in the subsidiary

c. is subject to equivalent disclosure and transparency rules in equivalent international standards

d. had been dissolved / deregistered before the Regulations came into force, and not been restored

e. is a subsidiary of a fund, including a foreign fund, if certain conditions are satisfied

f. is a BVI company that is a subsidiary of a company listed on a recognised exchange; or

g. is a BVI company in which the BVI / a foreign government holds more than 50% of the shares or voting rights

Beneficial Ownership Information Data

The data points required in relation to a beneficial owner under the amended Beneficial Ownership Regime are largely similar to the data filed by registered agents under the previous BVI Beneficial Ownership Secure Search System Act (As Revised) (“BOSS Act”) and under BVI Anti-Money Laundering Regulations (As Revised), other than to add new fields for occupation, gender and category of beneficial owner. Since 2 January 2025, all beneficial ownership information filings are made via the BVI online VIRRGIN platform, and beneficial ownership information filings under the BOSS Act ended.

Beneficial Ownership Regime Legal Guide

A fee of US$125 applies for beneficial ownership filings made by newly incorporated BVI companies / partnerships and companies / partnerships continuing into BVI after 2 January 2025, with no filing fee applying to existing companies / partnerships making filings by 31 March 2026.

Legitimate Interest Access from 1 April 2026

Detailed regulations have been published by the BVI Government to provide for access from 1 April 2026 to the beneficial ownership information held by the Registrar by persons who can demonstrate a “legitimate interest”. This will not grant public access to beneficial ownership information. Access is subject to a 25% threshold for the ownership interest or equivalent level of control and not all beneficial ownership information will be accessible. From 2 January 2026 applications can also be made to the Registrar for an exemption from disclosure in certain circumstances including serious risk of harm for a child / person lacking legal capacity, and national security / public interest.

Transitional Arrangements

From 2 January 2025, a twelve-month transitional period applied for existing BVI companies and partnerships for the obligation to file beneficial ownership information. Existing companies and partnerships that do not comply with this obligation within the transitional period will be liable to penalties of US$600 for the first three months of breach, US$800 for the second three months of breach, and then to be struck off by the Registrar six months after the end of the transitional period.

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THE REGULATORY 15/15 PODCAST

maples.com/podcasts/15-15

If you would like to stay on top of the latest regulatory developments in the BVI, please subscribe on Spotify, Apple Podcast and other leading platforms, to listen to bonus BVI episodes of our monthly Cayman Islands regulatory podcast (the “15/15”) released on the 15th day of each month.

Click here to subscribe.

REGULATORY ROUND UP BLOG

maples.com/regulatory-round-up

A dedicated platform designed to keep you informed of the latest developments and insights in the regulatory landscape.

1 “Recognised exchange” means a recognised exchange as defined in the Regulatory Code (As Revised), i.e. an exchange that is a member of the World Federation of Exchanges or recognised by the BVI Financial Services Commission under the Regulatory Code (Recognised Exchanges) Notice (As Revised).  This includes, for example, the London Stock Exchange, NYSE, NASDAQ and Hong Kong Exchanges and Clearing. Please contact us for the list of current “recognised exchanges”.

ECONOMIC SUBSTANCE

At the start of 2019, a number of offshore jurisdictions, including the BVI, introduced economic substance laws and regulations (“Economic Substance Regimes”) in response to global OECD Base Erosion and Profit Shifting (“BEPS”) standards for geographically mobile activities. The Economic Substance Regimes aim to create a level playing field among all OECD-compliant ‘no or only nominal tax’ jurisdictions.

Global standards in this field continue to develop. Accordingly, it is expected that the Economic Substance Regimes will continue to evolve in order to address certain important practical aspects of the economic substance requirements.

Those who establish offshore structures do not generally do so to engage in BEPS activity; they do so because the chosen jurisdiction is an efficient, stable and trusted neutral hub with key expertise in handling complex transactions. Accordingly, the financial services industry in these jurisdictions and their respective clients should be able to take these requirements in their stride, given the nature of the transactions and the global standards that are already applicable in such jurisdictions.

The extent to which an entity is affected will depend upon a number of factors, including the type of entity, the type of business the particular entity is engaged in, and the way the entity operates. In particular, entities conducting the following ‘relevant activities’ will need to determine whether they fall within the scope of a particular Economic Substance Regime:

a. Banking business;

b. Distribution and service centre business;

c. Finance and leasing business;

d. Fund management business;

e. Headquarters business;

f. Holding company business;

g. Insurance business;

h. Intellectual property holding business; and

i. Shipping business.

Depending on their particular circumstances, in-scope entities may have reporting obligations, as well as be required to satisfy enumerated substance requirements in relation to any relevant activity.

If you have any questions in relation to particular entities, industries and / or structures, please speak with your usual Maples Group contact, who will be able to guide you in this area of law. Inevitably, much will depend upon the specific entity, industry, structure and transaction(s) involved.

Economic Substance Legal Guide

ANNUAL RETURN REQUIREMENTS

Effective 1 January 2023, all companies incorporated or registered in the BVI, must file an annual return (“Annual Return”) with their registered agent setting out certain financial information, unless they are exempt. Effective 1 January 2025, all BVI limited partnerships must also file Annual Returns, unless they are exempt.

The Annual Return must be filed within nine months of the calendar year end or the end of the company's / partnership's financial year, if different.  For the 2025 financial year, filings must be made by the end of September 2026 for companies with a calendar year end.

The Annual Return must contain the information prescribed by the BVI Business Companies (Financial Return) Order (As Revised) (the “Order”). The Order includes a template for the Annual Return, being a simple balance sheet / statement of financial position and an income statement. There is no requirement for the Annual Return to be audited or to use a particular accounting standard. The return can be presented in US dollars or any other currency in which the company prepares its financial statements. (The same format will also apply to Annual Returns to be filed by BVI partnerships.)

Where a company / partnership is part of a group that prepares and maintains consolidated accounts, the company / partnership can file the group consolidated accounts if they show the accounts of the company / partnership. Where there is more than one BVI company / partnership in a group, a single filing showing the Annual Returns attributable to each BVI company / partnership, can also be made.

Exemptions for filing an Annual Return apply to:

• listed companies;

• companies / partnerships regulated under BVI financial services legislation that provide financial statements to the Commission;

• companies / partnerships that file annual tax returns (with financial statements) with the BVI Inland Revenue; and

• companies in liquidation.

It is important to note that the registered agent will keep the Annual Return at its offices, but the Annual Return will not be filed with the BVI Registrar of Corporate Affairs / Limited Partnerships or otherwise be publicly available (unless requested by the Commission or any other competent authority in the BVI).

If you have any questions, our team of experienced legal and qualified accounting professionals can provide assistance. Please speak with your usual Maples Group contact.

AUTOMATIC EXCHANGE OF FINANCIAL ACCOUNT INFORMATION (“AEOI”)

The BVI has entered into an inter-governmental agreement with the United States (the “US IGA”) to give effect to the US Foreign Account Tax Compliance Act (“FATCA”) and a multilateral competent authority agreement (“MCAA”) to implement the OECD Common Reporting Standard (“CRS”). The BVI has also entered into an inter-governmental agreement with the United Kingdom (the “UK IGA”) in broadly similar terms to the US IGA to improve international tax compliance (“UK CDOT”). The UK is a Participating Jurisdiction for CRS. There are therefore, no separate registration or reporting obligations regarding UK CDOT, and all UK reporting has been pursuant to CRS from 2017 onwards.

AEOI is the collective term used to refer to FATCA and the CRS.

The BVI has passed laws (the “AEOI Laws”) to give effect to its AEOI commitments. Under the AEOI Laws, all “Financial Institutions” are required to comply with registration, due diligence and reporting requirements, unless they can rely on an exemption that allows them to become a “Non-Reporting Financial Institution” (as defined in the AEOI Laws), in which case only the registration requirement would apply under CRS.

The AEOI Laws require each Reporting Financial Institution to, amongst other things (i) register with the United States Internal Revenue Service (“IRS”) to obtain a Global Intermediary Identification Number (in the context of the US IGA only); (ii) register with the BVI International Tax Authority (“ITA”) to notify such authority of its status as a “Reporting Financial Institution” or a “Non-Reporting Financial Institution” (in the case of CRS only); (iii) adopt and implement written policies and procedures setting out how it will address its obligations under CRS; (iv) conduct due diligence on its accounts to identify whether any such accounts are considered “Reportable Accounts”; and / or (v) report information on such Reportable Accounts to the ITA. A CRS additional information form must also be submitted to the ITA within nine months from the end of the Financial Institution's financial period.

Account holders in such Reporting Financial Institutions are required to provide certain personal financial information, including certifications as to such account holder’s global tax residencies and tax identification numbers, to the Financial Institution. The Reporting Financial Institution’s compliance with the AEOI Laws may result in the disclosure of the account holder’s financial information to the ITA which will transmit such information to the overseas fiscal

authority relevant to the reportable account (e.g. the IRS in the case of a US Reportable Account) annually on an automatic basis.

The term “Financial Institution” catches entities that are depository institutions, custodial institutions, investment entities and specified insurance companies. Depository institutions and custodial institutions are largely self-explanatory terms, and specified insurance companies will mostly be longterm insurers. Investment entities is a term defined very broadly and catches most types of investment fund, investment managers and advisors, and other entities that might be service providers in the fund management world.

An entity that is not a Financial Institution will be a non-financial entity and out of scope of the AEOI Laws, although if that entity is an account holder of a Financial Institution, it may in certain circumstances be required to confirm to such Financial Institution its AEOI status and, where applicable, details of its controlling persons.

BVI has also announced that it intends to introduce CRS 2.0 with effect from 1 January 2026. By the end of 2026, Financial Institutions will have to collect certain new information and ensure that it is submitted to the ITA by May 2027. The CRS 2.0 changes include the inclusion of new digital products, expansion of the definition of financial assets, enhancements to due diligence procedures, clarification of reporting entities and amendments to improve the quality and usability of CRS reporting.

If in doubt, please take appropriate legal advice as to whether an entity is in scope and any related compliance obligations.

Automatic Exchange of Financial Account Information (“AEOI”) Legal Guide