Financial Records

Over the years following the passing of the BVI Business Companies Act 2004, the requirements for a BVI Business Company to maintain and keep financial records have been gradually increasing.
Initially the requirements were dealt with via amendments to the Mutual Legal Assistance (Tax Matters) Act 2003 first in 2012 and then again in 2014.  However, in the year 2015 the requirements were codified and included in the BVI Business Companies (Amendment) Act 2015, which became effective at the end of the year 2015.

As a result, a BVI Business Company is now required to:

•    Keep at its Registered Agent office or at other places either within or outside the BVI as determined by the directors, the records and underlying documentation of the company.
•    Retain the records and underlying documentation for a period of at least 5 years from the date (1) of completion of the transaction to which the records / documentation relates; or (2) the company terminates the business relationship to which the records / documentation relate; and
•    Provide the Registered Agent without delay any records or documentation related to the company that is requested by the Registered Agent in accordance with the Act as amended.
The records and underlying supporting documentation should be kept in a form that is sufficient to show and explain the company’s transactions, and which enable the financial position of the company to be determined with reasonable accuracy.

Accordingly, as it relates to these provisions “records and underlying documentation” is interpreted to include accounts and records such as invoices, contracts and other similar documents which relate to

1.    All sums of money received and expended by the company and the matters pertinent to the receipt and expenditure.
2.    All sales and purchases of goods by the company
3.    The assets and liabilities of the company

If the records are not held at the Registered Agent’s offices, the company should provide the Registered Agent with a written notice of the physical address where the records are being kept and in addition, the name of the person who maintains the records.

If at any time the BVI Financial Services Commission (FSC) or any other legally authorized competent authority in the BVI, requests the financial records of the company the Registered Agent shall request that the company provide its financial records.  

Please note that the records being mentioned here do not need to be filed with the Registrar of Companies nor do they need to be made available for public inspection.  There is also no requirement that formal financial statements be prepared and audited.  However, a company that does not properly maintain its financial records commits an offense and is liable to a fine of up to $50,000.

In order to ensure compliance with the above requirements and given that the FSC has powers of inspection many companies are now resorting to engaging professionals to carry out bookkeeping and financial statement preparation roles.  We are fully qualified to perform in such a capacity if required.

Minute Book

Another record that is mandatory to maintain is the Minute Book.  This is the record of all resolutions and minutes of meetings held by the company.

The minute book can be maintained at any location however as in the case of the Financial Records, if not maintained at the Registered Office, written notice of the location must be provided to the Registered Agent.  

As above, the minute book does not need to be filed with the BVI Registered Agent of Companies or made available for public inspection.  However, a company that does not properly maintain its minute book commits an offense and is liable to a fine of up to $50,000

Company Documents

A company is required to keep the following documents at its Registered Office:
•    its Memorandum and Articles of Association ("M&A");
•    (2) its Register of Members and Register of Directors (original or copies);
•    (3) its Register of Charges;
•    (4) its Beneficial Ownership Secure Search (BOSS) Register; and
•    (5) copies of all notices and other documents filed by the company for the past 10 years.

The M&A is filed with the Registrar on incorporation and any subsequent changes must also be filed.  The M&A are available for public inspection.

A company that fails to properly maintain the above mentioned company documents commits an offence and is liable to a fine of US$10,000.

Seal

A company must have a seal, and if the company has a foreign character name, the seal must also include this information.

The original seal, or an imprint of the seal, must be kept at the Registered Office.
A company that does not maintain its seal as indicated above commits an offence and is liable to a fine of US$10,000.

CCP Financial Consultants Limited

CCP Financial Consultants Limited (CCP) is a BVI based, multidisciplinary financial solutions firm
dedicated to providing premium financial solutions to clients around the world. It is fully licensed and regulated by the BVI Financial Services Commission.  Since 1991, i.e. for over 30 years, it has been providing top notch financial services to international clients.

Through its global affiliations and skilled staff, CCP can guide you through and assist you with BVI
company incorporation and post incorporation procedures and ensure compliance with ongoing requirements.  It offers swift, efficient, and effective service, along with the highest quality customer satisfaction.

Please visit the website for more details of its full range of services and, if required, you can
schedule a consultation for more information.