Corporate Governance

By appointing a reliable service provider to monitor and maintain compliance with regulatory requirements, asset managers can concentrate on their core competencies confident that all their corporate governance requirements are being fulfilled.

Where Marbury provide corporate secretarial services to asset manager clients, we are also able to offer a full suite of corporate governance services.

Corporate secretarial

Marbury's company secretarial services provide detailed documentary support for fund boards, helping them to meet increasingly stringent regulatory and tax requirements as well as the ongoing reporting needs of investors.

Marbury's company secretarial function includes:

  • Arranging and attending board meetings and taking minutes
  • Preparing and circulating board meeting briefing documents
  • Ensuring all relevant filings are completed and fees are submitted
  • Preparation and management of data rooms for due diligence purposes
  • Efficient management of correspondence and communications
  • Maintenance of accurate records available for inspection

Cayman AML Compliance

At Marbury we understand our clients need to focus on portfolio management, performance and investors. Pursuant to the Anti-Money Laundering Regulations (Revised) (AML Regulations), all Cayman domiciled entities carrying out relevant financial business are required to fulfill the AML Regulations. Relevant types of investment structures that must comply with AML Regulations include:

  • Regulated investment funds registered with the Cayman Islands Monetary Authority (CIMA)
  • Closed-ended and open-ended but currently unregulated investment funds, including private equity funds, funds or investment vehicles undertaking private debt, real estate/property and infrastructure funds
  • Other entities carrying out relevant financial business potentially including entities such as trading subsidiaries, SPVs and general partners (where appropriate)

For certain clients Marbury can provide:

  • Money Laundering Reporting Officer (MLRO)
  • Deputy MLRO (DMLRO)
  • AML Registers
  • Compliance manual and framework
  • Training on AML procedures
  • Management of the suspicious activity reporting process

Independent Directors

  • Provision of resident and offshore directorships

AEOI - FATCA & CRS

The Automatic Exchange of Information (AEOI), which comprises due diligence and reporting regimes such as the Foreign Account Tax Compliance Act (FATCA) and Common Reporting Standard (CRS) introduces an information standard for the automatic exchange of financial information to combat tax evasion.  While this is a significant step toward a globally coordinated approach, it does introduce added complexity and an increased compliance burden. Marbury can provide advice and offer flexible and cost effective solutions to ensure clients meet the necessary requirements. Our services include:

  • Advising on the potential application of FATCA and CRS, including entity classification and self-certification, relevant tax authority registration and notification requirements, availability of reporting exemptions, and compliance requirements
  • Reviewing language for incorporation into offering materials, constitutional and other documents, where relevant
  • Reviewing self-certification forms, sponsored entity agreements and delegation agreements
  • Drafting or reviewing AEOI policies and procedures and assist with the implementation of a manual where relevant
  • Registering a client with the IRS and obtaining a Global Intermediary Identification Number (GIIN), and/or registration, notification and liaison with local authorities, as applicable
  • Classification, validation and remediation of pre-existing accounts
  • Designated Point of Contact (POC) appointment (in the Cayman Islands for communications with the Tax Information Authority (TIA))
  • Designated Primary User appointment (in the BVI for communications with the International Tax Authority (ITA) via the Financial Account Reporting System (FARS))
  • Onboarding new accounts to ensure required data is captured, and obtaining forms and due diligence documentation for validation in advance to facilitate compliance
  • Preparation and filing of reports that are compliant with applicable legal requirements