Rock

BVI: Proposed amendment to BVI Business Companies Act

A proposal to amend the BVI Business Companies 2004 has been introduced in the BVI’s House of Assembly. The proposal, together with the BVI Business Companies Regulations 2012 has been published in the BVI Gazette. Changes are anticipated to become effective by the end of 2012.

Most of the suggested amendments are minor changes, where the most interesting changes are:

Company names

The amendment will make it explicitly clear that the Registrar, when considering whether to allow a company name, is not to be concerned with the legal rights any person or company has to the name or to the use of the names (regardless if this arises out of trade or service mark legislation in the BVI or elsewhere or under common law).

Foreign character names

The regulations contain a detailed provision for the registration of an additional foreign character name for a BVI company. This will require a notarized statement by a “person with the necessary competence” confirming the translation and meaning of the foreign character name when applying for registration.

Reuse company names

The regulations will allow for a company name to be reused once that BVI company has been dissolved (or moved from the BVI to another jurisdiction) after a period of seven years.

Voluntary liquidation

The amendment proposes that the liquidation of a solvent BVI company will commence on the registration with the Registry of a notice of appointment by the voluntary liquidator, rather than at the time of resolution to appoint the voluntary liquidator. In addition, the Regulations determine that BVI companies which are regulated entities (excl. funds) will be required to appoint a licensed insolvency practitioner as voluntary liquidator.

Restore company

The amendment proposes an application to restore a BVI company (e.g. by paying the outstanding license fees, etc.) will need to be made within 7 years of the company being struck off (opposed to current 10 years) before the company will be dissolved.
Listed company and funds regulations
The amendment will enable regulations to be made to exclude or modify the provisions of the Business Company Act in relation to listed BVI companies and BVI companies operating as funds.

These we feel are the most relevant proposals. Should you require more information on the proposals, please do not hesitate to contact your VBK account manager(s) or just post a response to this blog.

Rock

BVI: Approved Manager Regime – Attractive to start-up and mid-size BVI fund managers

Several clients have approached us with questions on the new “BVI Approved Manager Regime” and we decided to address the most common aspects here on the VBK Blog.

With the introduction in December 2012 of the “BVI Approved Manager Regime”, a new regulatory ‘light’ regime for managers incorporated in the BVI, and a simplified and faster application process, it is expected that this new regime will be attractive to start-up and existing mid-size managers. Prior to the new regulatory regime, all BVI managers of open-ended funds and closed-ended funds were required to be fully licensed under the provisions of the Securities and Investment Business Act, 2010 (SIBA) and therefore complying with the BVI’s Regulatory Code and anti-money laundering regime resulting in a disproportionate amount of regulatory compliance costs when comparing start-up and mid-size managers to those managing larger sums of investor money.

Rock

UK: FSA – replaced by PRA and FCA

As you are probably aware, as per 1 April 2013, the FSA is replaced by two new regulatory bodies:

  • The Prudential Regulation Authority (the PRA), which will be a subsidiary of the Bank of England, will be responsible for promoting the stable and prudent operation of the financial system through regulation of all deposit-taking institutions, insurers and investment banks. (www.bankofengland.co.uk/pra/Pages/default.aspx)
  • The Financial Conduct Authority (the FCA), will be responsible for regulation of conduct in retail, as well as wholesale, financial markets and the infrastructure that supports those markets. The FCA will also have responsibility for the prudential regulation of firms that do not fall under the PRA’s scope. (www.fca.org.uk)

We want to emphasize that the FSA website is no longer updated, please use the new websites in case you are looking for information.

Rock

Switzerland: Is Switzerland still attractive?

Mr. Thierry Boitelle of Bonnard Lawson gave a very interesting presentation at the annual general meeting of TTN (“Transnational Taxation Network”) on 21 September 2012, held in Hotel de la Paix, Geneva, Switzerland.