Is there a requirement for independent directors in BVI companies?

There is no statutory requirement for BVI companies to appoint independent directors. Nevertheless, adopting such a practice is often considered a hallmark of good corporate governance, particularly for investment funds or companies listed on public markets.

Is there a requirement to file annual returns or financial statements?

Effective 2023, every BVI companies are required to file an annual return providing basic financial information. However, submission of audited financial statements is not mandatory.

What are the consequences for failing to maintain proper registers or governance records?

Failure to maintain accurate registers or governance records may result in fines, striking off and dissolution, and the loss of good standing. Additionally, non-compliance with substance legislation may lead to penalties, striking off and dissolution.

Are there companies exempted to file annual returns?

Yes. The companies exempted 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 financial services legislation and provides financial statements to the Commission in accordance with the requirements of that financial services legislation;

(c) a company that files its annual tax return to the Inland Revenue Department accompanied by the company’s financial statements; 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.

Can a BVI company issue different classes of shares?

Yes. BVI companies may issue various classes of shares, including ordinary, preference, redeemable shares, as well as shares with or without voting rights.