2026 Key Filing Dates for BVI Companies and Limited Partnerships
All BVI companies and limited partnerships incorporated or registered on or after 2 January 2025 have been required to comply with filing requirements in respect of their registers of members, registers of directors, registers of limited/ general partners and register of beneficial owners (as applicable) (Filings).
The Filings with the BVI Registrar of Corporate Affairs or BVI Registrar of Limited Partnerships, as applicable (the Registrar) for entities in existence prior to 2 January 2025 were due by 1 January 2026 (due date) without payment of any filing fees. For further details, please see our previous Alert here.
The BVI Financial Service Commission (FSC) issued an industry circular on 31 December 2025, providing that Filings made by existing companies and limited partnerships by 31 March 2026 would not attract filing fees or penalties. Despite the continued moratorium on filing fees, the due date was not extended.
Entities that failed to make their Filings by the due date are not considered to be in good standing with the relevant Registrar and the status of such entities on the FSC online VIRRGIN platform is formally “in penalty”. Once the Filings are made, the status will be changed back to active. The FSC has confirmed that filing fees and administrative penalties will not be imposed where the overdue Filings are made by 31 March 2026. Any Filings made after this date will attract filing fees and administrative penalties.
The consequences of missing the due date and failing to be in good standing include the following:
- the entity is in breach of its statutory obligations;
- the relevant Registrar will not issue the entity with a certificate of good standing (typically required for closing transactions entered into by BVI entities); and
- certain filings and/ or applications may be incapable for submission or rejected (such as liquidations, mergers, continuations (out), notice to cease business and dissolutions.
Failure to comply with the revised 31 March 2026 deadline will result in an administrative penalty of US$600 for the first three months, US$800 for the second three months and action to strike off the entity following continued non-compliance.
How can we help?
For further information in respect of the Filings, beneficial ownerships classifications and the availability of beneficial ownership information, please contact your usual Appleby attorney.
