Understanding the obligations of an offshore company in the British Virgin Islands or Bahamas

When incorporating an offshore company in the British Virgin Islands (BVI) or the Bahamas, there are annual regulatory obligations that must be strictly met to keep the company in good standing. Below we highlight the main commitments:

1. Annual Government Fee

All offshore companies in BVI and the Bahamas are subject to a fixed annual fee payable to the government, also known as the Annual Government Fee. This payment is mandatory to maintain the company's "good standing" status with the local registry. Failure to pay may result in penalties and, eventually, the dissolution of the company.

2. Annual Return / Financial Statement

In BVI, since the BOSS Act came into force, companies are required to keep adequate financial records and file an Annual Financial Return with their registered agent, containing a simplified balance sheet and a profit and loss statement.

In the Bahamas, although the level of requirement is lower, it is recommended to keep organised financial documentation, especially following the recent reforms aligned with international transparency standards.

3. Economic Substance Declaration

Economic Substance legislation requires companies engaged in "relevant activities" to demonstrate real economic presence in BVI and the Bahamas, such as hiring local staff and maintaining a physical establishment. Even companies that do not carry out relevant activities must file an annual declaration of non-applicability, stating their position. Non-compliance may lead to severe sanctions, including fines.

4. ROBO/ROM – Register of Beneficial Owners

In BVI, companies are required to keep an up-to-date ROBO (Register of Beneficial Owners) with their registered agent, in accordance with the BOSS Act. Although this register is not public, it must be accessible to the authorities upon request.

In the Bahamas, the ROM (Register of Members) applies, which also requires the registration of beneficial owners and directors. Confidentiality is preserved, but there is growing international cooperation on tax transparency.

Maintaining an offshore company in BVI or the Bahamas requires attention to regulatory obligations, which have become stricter in recent years due to pressure from international bodies for greater transparency. Meeting these requirements not only avoids penalties but also safeguards the reputation and functionality of the company on the global stage.

---

DISCLAIMER

Services offered through Avenue Securities DTVM. Avenue Securities Distribuidora de Títulos e Valores Mobiliários Ltda. ("Avenue Securities DTVM") is a Brazilian securities distributor, duly authorised by the Central Bank of Brazil ("BCB") and by the Brazilian Securities and Exchange Commission ("CVM"). Balances available in Brazilian reais are held at Avenue Securities DTVM Ltda., a regulated financial institution. Funds held by Avenue Securities DTVM are not covered by the FGC (Brazilian Credit Guarantee Fund). See all important disclosures: https://avenue.us/termos/.

The information above was obtained from sources considered reliable, but we do not guarantee that it is accurate or complete; it does not constitute a statement of all available data necessary to make an investment decision, nor does it represent a recommendation. Any opinions are solely those of the author and do not necessarily reflect those of Avenue Securities or its affiliates.

Avenue Securities DTVM does not provide legal or tax advice. You should discuss these matters with the appropriate professional.

International investing involves special risks, including currency fluctuations, different financial accounting standards, and possible political and economic volatility.