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BVI Business Companies Act Workshop

BVI Business Companies Act Workshop. Kenneth Baker Deputy Managing Director, Regulation. How to Become a Company Manager / Registered Agent. Relevant Legislation Definition Application Minimum Requirements Fit & Proper Assessment Application Checklist Post Licensing Approvals

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BVI Business Companies Act Workshop

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  1. BVI Business Companies Act Workshop Kenneth Baker Deputy Managing Director, Regulation

  2. How to Become a Company Manager / Registered Agent • Relevant Legislation • Definition • Application • Minimum Requirements • Fit & Proper Assessment • Application Checklist • Post Licensing Approvals • Anti-Money Laundering & Compliance • Failure to Comply with Legislation • Contact Details

  3. Relevant Legislation • Company Management Act, 1990 • Financial Services Commission Act, 2001 • Anti-Money Laundering Code of Practice, 1999

  4. Definition of Company Management Business • Formation of Virgin Islands companies & [continuation of companies] • Provision of Registered Agent Services • Provision of Registered Office Services • [Provision of Director or Officers for companies] • [Provision of Nominee Shareholders of companies]

  5. Application for Licence • Issue of a licence is discretionary and not an entitlement • Decision to refuse to grant a licence is not subject to appeal

  6. Minimum Requirements • Applicant satisfies requirements - Company Management Act • Applicant “Fit & Proper” – competence & capability conduct company management business • Organization & management of applicant adequate for carrying on company management business • Minimum capital resources US$25,000 • Application fee US$200

  7. Company Management Capital Resource Requirements • Minimum cash in hand or on deposit of US$25,000; or • Minimum cash in hand or on deposit of US$10,000 and security or interest for US$15,000 • Irrevocable letter of credit or security guarantee from BVI bank • Interest in real property located in the BVI

  8. Fit and Proper Test • Honesty, integrity and reputation • Competence and capability • Financial soundness • [Track record & viability]

  9. Application Checklist - 1 • Name of company applicant • Address • Principal office • Registered office • Name and Address of Shareholders (must be BVI Nationals) • Name & Address of 2 Directors • Name and Address of Officers and Managers

  10. Application Checklist - 2 • Name and Address of Solicitors • Letter confirming that they are acting on behalf of applicant • Name and Address of Auditors • Letter confirming that they are acting on behalf of applicant • Evidence of incorporation

  11. Application Checklist - 3 • Evidence of [relevant experience] competence & capability • [Paid-up capital] – Company Management Capital Resource Requirements of US$25,000 • 2 Character references plus bank statement • Police record • [Annual Accounts for the preceding 3 years]

  12. Application Checklist - 4 Business Plan • Business objectives • Management structure & operations • Business development • Financial projections • Operating policies & procedures

  13. Duration of Licence • Licence valid until surrendered, suspended or revoked • Licence fee US$500 plus US$10 for each company under management due annually during January • Licence prominently displayed on the premises from where the business is conducted • List of licence holder on Commission’s website, Financial Directory www.bvifsc.vg

  14. Post-Licensing Approvals • Change in shareholders • Changes in company name • Changes in business address • Changes in Directors & Senior Officers • Changes in auditors • Change in corporate structure • Changes in business strategies

  15. Anti-Money Laundering Safeguards • Commission has a vested interest in the prevention of Money Laundering • Our mandate requires that we monitor the entities that we register and licence, for compliance with the applicable anti-money laundering legislation • All Commission staff members and staff members of licensees are obligated to report any suspicious transactions to the Financial Investigation Agency (“FIA”). Failure to report a suspicious transaction is an offence punishable by a fine and jail sentence

  16. Compliance Issues • As regulator, Commission’s duty to monitor its licensees for: • Compliance with the regulatory legislation and the applicable regulations, code of fiduciary conduct, international standards and rules imposed by the Regulator (“Regulatory Compliance”) • Compliance with the licensed institutions’ own set of internal rules (“Internal Compliance”)

  17. Regulatory Compliance • The on site inspection involves visiting the premises of the licensee and reviewing their operations and internal control • Commission also works with individual licensees and associations in developing and enhancing anti-money laundering procedures through the development of guidance notes.

  18. Failure to Comply with Legislation • Commission entitled to take Enforcement Action • Administrative Penalty • Revoke appointment of Directors • Appoint an Examiner • Appoint a Qualified Person • Issue a Directive • Suspend or Revoke Licence

  19. Contact Details • For Additional Information: • Kenneth Baker • Director, Banking & Fiduciary Services • Financial Services Commission • Pasea Estate • Tel: 494 1324

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