News & Updates
This page contains news and updates related to our services , you can see also in the LIST format.
Jurisdictions
Legal
General News & Firm Announcements
CIMA Rules and Guidance for Corporate Governance for Regulated Entities
The Cayman Islands Monetary Authority’s (CIMA’s) Rule on Corporate Governance for Regulated Entities (Rule) and Statement of Guidance on Internal Controls for Regulated Entities (Guidance) comes into effect on 14 October 2023. The Rule and Guidance will replace the existing corporate governance regulatory measures. All CIMA regulated entities will be required to take action to ensure compliance.
Economic Substance relating to Seychelles International Business Companies
The Seychelles BTAA has updated the Business Tax Act to comply with the European Union’s Economic Substance requirements. Previously, Seychelles operated under a territorial tax regime, meaning only income sourced within the country was subject to taxation. Foreign-sourced income was exempt from Seychelles taxation. However, pursuant to the BTAA updates, exemptions for foreign sourced income have been specified.
BVI Business Companies Annual Financial Return (AFR) – a guide
As noted in our previous updater, amendments to the BVI Business Companies Act (Revised) came into force on 1 January 2023 introducing the requirement for BVI companies to file an annual financial return (AFR) with their registered agent. The BVI Business Companies (Financial Return) Order, 2023 (the Order) enacted in March, details (1) the form of the AFR, (2) the due and filing dates, and (3) entities exempted from filing the AFR.
We provide a comprehensive guide to the AFR requirements and what BVI companies need to know in order to be ready to prepare their AFR.
Hong Kong: Audited financial statements required to be submitted with the Profit Tax return for 2022/23
In a recent circular to tax representatives by the Hong Kong Inland Revenue Department (the IRD), it was underlined that the IRD no longer exempts the submission requirements of supporting documents from the year of assessment 2022/23, except for dormant companies or overseas companies which are not required to carry out statutory audit in the respective jurisdiction.
Further amendments to the Seychelles Beneficial Ownership Regime: Seychelles Beneficial Ownership (Amendment) Regulations
The Seychelles BO regime has since been further enhanced through the related Seychelles Beneficial Ownership (Amendment) Regulations enacted on 28 April 2023.
We summarise the key amendments to the BO Regulations in our updater here.
Reminder: Changes to Strike off Regime and Restoration Process in BVI – Transitional period ends 30 June 2023
The BVI Business Companies (Amendment) Act introduced changes to the strike off regime and restoration process that may impact your BVI company. Specifically, these changes affect BVI companies that were struck off after 1 July 2016 and before 1 January 2023, and that have not yet been dissolved.
If you have any such existing struck off companies that you may need to restore, it is recommended that you take action now to avoid the costly, complicated, and potentially lengthy process of restoration through a Court application.
Private Equity as an Asset Class
As an administrator, we use our experience to help managers and investors alike in understanding the complexities of the private equity space. We understand that not all investors are familiar with this asset class, making it a challenging proposition to investors who are otherwise more accustomed to the liquidity, information flow and timing associated with the public market. We that find our knowledge around effective performance metrics is helpful to new managers and investors navigating the area and have produced a short explainer for those new to the asset class.
Hong Kong Companies Ordinance: Reduction of capital
The Companies Ordinance (Cap 622) (CO) introduced a company-led court-free process for reduction of share capital in 2014. This followed in the wake of the removal of the requirement for companies to have an authorised capital, which in turn followed a trend globally of removing restrictions in the handling of company capital that has swept up major common law countries such as the UK and Australia.
Amendments to the Seychelles Beneficial Ownership regime
The Beneficial Ownership (Amendment) Act, 2022 has been enacted with effect from 30 December 2022. The relevant amendments are introduced to ensure ongoing compliance with international standards set by the Financial Action Task Force (FATF) and Organisation for Economic Cooperation and Development (OECD) which require jurisdictions to maintain beneficial ownership information that shall be accessible and made available upon request to competent authorities.
We have detailed 5 significant updates that affect Seychelles International Business Companies in our summary.
Marbury obtains ISAE 3402 Type I Accreditation
Marbury Corporate Advisory Services Limited has successfully obtained the International Standard on Assurance Engagements (ISAE) 3402 Type I Report.
Bermuda Economic Substance Regulatory Update: Changes to Non-Resident Entity Requirements
Bermuda has recently announced an update to its economic substance requirements for non-resident entities. The update states that entities claiming an exemption from these requirements must now meet certain criteria to be considered eligible.
Payroll and HR obligations for Hong Kong employers
Although Hong Kong is very business-friendly and constantly ranked among the top countries for its ease of doing business, when it comes to HR and payroll compliance, most foreign owned companies and start-up businesses find employer and employee compliance burdensome. This is often due to the limited resources available in time and funds. Hiring an employee early on solely for the administration of personnel matters for a small team can rarely justify the expense. However, the consequences of an oversight and the resulting potential non-compliance with labour laws and related regulations can be severe. In this short guide, we will highlight the most common issues business owners and directors should keep in mind.
BVI Approved Manager MLRO Requirements
In order to ensure compliance with the BVI’s anti-money laundering regime, Approved Managers are required to appoint a money laundering reporting officer (MLRO) and implement appropriate policies and procedures for adoption on an ongoing basis.
The importance of compliance with AML requirements across jurisdictions
Regulators are taking firm action again non-compliance with AML and CFT regulations as highlighted by these recent enforcement cases in Hong Kong and BVI.
Disclosure of directors’ conflicts of interest
A director is appointed by company shareholders to manage the day-to-day affairs of a company. With such management comes certain legal and fiduciary duties, and a director must act in the best interests of that company and its shareholders. Amongst these duties, is the ‘disclosure of interest’, which is the focus of this article with respect to BVI and Cayman Islands companies.
BVI Accounting Records
Reminder to BVI companies on ongoing maintenance of accounting records and related official documentation detail
Under the BVI Companies Act (Revised) and the Mutual Legal Assistance (Tax Matters) Act (Revised) a BVI company and the registered agent are required to have knowledge of the location of accounting records and also the person responsible for the keeping of such records.
Furthermore, all BVI companies will be required to file an annual financial return with their registered agent to be retained for record-keeping purposes, commencing from their 2023 financial year.
Hong Kong Budget 2023-24
Hong Kong’s Financial Secretary, Paul Chan, outlined his budget for 2023-24 in his Budget Address on 22 February 2023. Highlights of some measures of particular interest to Hong Kong companies and those with business interests in Asia, are set out below.
Dormancy of a Hong Kong Limited Company
When clients find that they no longer need their Hong Kong company they would naturally like to reduce their Company-related costs. With our clients’ best interests in mind, Marbury would usually recommend that the Company be formally deregistered in order to prevent future liabilities. However, if there is a chance that the Company may be needed at a later stage, you may consider declaring the Company dormant.
Striking off in the British Virgin Islands
Recent amendments to the BVI Companies Act (Revised) have introduced significant changes to the strike off regime and restoration process. We outline the process and implications around strike off and dissolution of BVI companies under the new regime and the temporary transitional period which is currently in force.
Deregistration of a Hong Kong Limited Company
When at the end of its useful life, deregistration is an easy and inexpensive procedure to close a Hong Kong defunct solvent company, and to prevent future liabilities to the Company and its officers. We have prepared a short overview of the process here.
Incorporation of a Hong Kong Limited Company
The most common form of business entity incorporated in Hong Kong is a company limited by shares, or simply, a Limited Company. View our overview of this popular structure here.
Reminder: Seychelles accounting records due
Seychelles entities are reminded of the requirement to submit their bi-annual accounting records to their registered agent (by July and January) each year. The
CIMA CIRCULAR: 2023 Internal Audit Plans
Issued to all Licenced Full and Restricted Securities Investment Business Licensees and Registered Persons, dated 3 January 2022 The Cayman Islands Monetary
BVI Business Companies increase in Annual Fees effective 1 Jan 2023
The British Virgin Islands Financial Services Commission (FSC) has recently announced an increase in Annual Licence Fees coming in to effect on 1 January 2023.
This fee increase applies to all new incorporations and renewals taking place in 2023, and does not apply to any 2022 Annual Licence Fee.
BVI Voluntary Liquidation: a quick and easy guide
The process does not have to be complicated when preparing for the voluntary liquidation of a British Virgin Islands (BVI) company that
Termination of Cayman vehicles and CIMA director registration renewals and cancellations
As the end of the calendar year approaches, if you have any Cayman vehicles that you are considering terminating, there are several steps to be taken before the end of the calendar year to minimise 2023 annual fees.
For funds regulated by Cayman Islands Monetary Authority (CIMA), the timing of de-registration submissions of the regulatory policy has been amended, leading to the change of procedures for terminating funds.
Hong Kong Companies Ordinance (CAP622) & Personal Data – New Inspection Regime
Arising out of social issues affecting office bearers in Hong Kong, the Hong Kong government determined in 2020 that company directors’ (and secretaries) sensitive personal information should be private. The Companies Ordinance (CAP622) (CO), has been amended accordingly. Under the amended CO, company directors’ and secretaries’ personal data will continue to be stored in the Companies Register Information System, under the control of the Companies Registry. However, only a few authorised persons will have access to this previously public information.
UK Property – Register of Overseas Entities and Beneficial Owners
The UK Government has now implemented legislation to create full transparency regarding the ownership by non-UK legal entities of title to property in the UK.
Quick Alert – Four Big Amendments to the BVI Business Companies Act (2004): Effective 1 January 2023
Things are moving fast when it comes to increasing the transparency and effectiveness of company administration in the offshore centres. British Virgin Islands legislative council has now passed amendments to the BVI Business Companies Act, 2004.
Updated De-registration rules for Cayman Islands Regulated Funds
With effect from 17 August 2022 With the aim of streamlining the process for de-registering mutual funds and private funds, the Cayman
Cayman Islands Voluntary Liquidations
If you have a Cayman company which you no longer require and would like to dissolve before 31 December 2022 in order
Impact of UK’s Economic Crime (Transparency and Enforcement) Act on British Virgin Islands (BVI) entities
New obligations on BVI entities holding property or land in the UK are now in force with the introduction of a Register of overseas entities and beneficial owners.
Seychelles: Additional Register of Directors requirements
To ensure that international regulatory standards of tax transparency are met, the Seychelles Government enacted a suite of new legislation over the
Anguilla: Enhanced companies regime
New legislation has recently been passed that will align Anguilla with international standards with regards to tax transparency and the associated beneficial ownership and economic substance requirements, through the creation of a more modern framework and supporting reporting system.
Cayman Islands CRS FATCA upcoming filing deadlines, compliance dates and CRS Enforcement Guidelines
A key requirement related to the Automatic Exchange of Information (AEOI) regime which includes CRS and FATCA, is the annual reporting requirement of reportable accounts. Entities that are classified as FIs under CRS and FATCA must file their annual report before the 31 July 2022 deadline.
Hong Kong: Reduction of Business Registration Levy
It was gazetted on 10 June 2022, that the business registration levy will be reduced from HKD250 per annum to HKD150 per
Reminder: BVI investment funds regulatory deadlines approaching – 30 June 2022
Fund clients are reminded about the 30 June 2022 filing deadline to submit the required information. Please see our overview below. v
Are your entities compliant?
The Cayman Islands Monetary Authority (CIMA) has recently imposed USD365,000 in administrative fines on an asset manager for breaches of the AML Regulations, serving as a timely reminder on the value of effective compliance and the importance of registered entities having effective anti-money laundering policies and procedures in place.
Summary of BVI open-end investment funds
The British Virgin Islands has long been a jurisdiction of choice for the establishment of companies for use as asset holding vehicles. The development of the inter-connected global economy has led further to the widespread adoption of BVI companies as private equity or investment funds. Today, the BVI is home to over 2,000 registered and recognised investment funds.
The BVI’s popularity was earned through its effective regulatory platform that is aligned to global regulatory standards, and its immensely flexible funds framework.
Employment Support Scheme 2022 (ESS 2022)
The Hong Kong Government has launched a third round of financial support to aid employers retain their current employees, or even employ
Directors’ Duties: Payments made by Insolvent Shipping Company
Scrutiny faced by directors of companies for possible breaches of their fiduciary duties has been further clarified by the Privy Council in
Hong Kong Business Registration Fee Waiver 2022/23
Hong Kong’s Financial Secretary, Paul Chan, outlined his budget for 2022-23 in the Budget Address on 23 February 2022.
Included in the measures to support enterprises through the difficult pandemic period was the continuation of the business registration fee waiver. Click for more details.
Considerations in selection of your fund administrator
Launching a new fund or investment structure can be an exciting but daunting experience. The right choice of partner to help set up and service the structure can make all the difference. Here are a few things we focus on, because they make a huge difference to the manager and the LPs.
BVI Economic Substance – Significant amendments to BOSS Act
The most recent amendment to the Beneficial Ownership Secure Search System Act (the BOSS Act) applies to those financial periods beginning on
Singapore: File your Annual Lodgments on time
Penalty for late filing beyond 3 months increases to SGD600 from 14 Jan 2022 Under the new 2-tier penalty framework, the penalty
Seychelles: New accounting records obligations
The Seychelles Government has introduced new legislation that significantly increases the accounting records keeping requirements for International Business Companies (IBCs).
Increased penalties for employing overstayers in Hong Kong after changes to Immigration Ordinance
The Immigration (Amendment) Bill 2020, which came into effect on 1 August 2021, imposes increased penalties for employers who employ individuals not lawfully employable, and now covers overstayers.
BVI: New Registry filing fee for the first Register of Directors
Further to the BVI Business Companies (Amendment of Schedule 1) Order, 2021, a fee of USD75 will be introduced for filing of the first register of directors. Please note that a filing fee of USD75 will be added to the incorporation of all BVI companies incorporated on or after 1 Jul 2021.
OVERVIEW: A Look at the Approved Manager Regime in the BVI
The Approved Fund Manager regime in the British Virgin Islands has been in force since 2012 and was designed to cater to start-ups, but is equally attractive to established small and medium-sized funds. Until recently we could count the number of AFMs in the structures we administer on one hand. However this has changed rapidly over the last 6 months. Increasingly we find this regime to be of interest to managers of global funds or where managers require an additional leg to their investment advisory function, often for specific investment purposes.
Hong Kong 2021-22 Budget proposals
Hong Kong’s Financial Secretary, Paul Chan, outlined his budget for 2020-21 in the Budget Address on 24 February 2021 outlining measures to support enterprises, revive and stimulate the economy as well as tax policy. Highlights of the measures of particular interest to Hong Kong companies and our clients operating in Hong Kong are set out here.
Seychelles Beneficial Ownership Act and Regulations 2020
The Seychelles Beneficial Ownership Act 2020 and the Seychelles Beneficial Ownership Regulations were introduced on 28 August 2020, extending the requirements for Seychelles entities to keep registers of beneficial owners at the company’s registered address. The new legislation also mandates beneficial ownership information to be submitted to a centrally managed government database by registered agents.
All Seychelles legal persons and legal arrangements, including International Business Companies must provide their resident agent in Seychelles with the details of their beneficial owners.
Hong Kong Resident Visa Extension of Stay applications processing update under COVID-19
The Hong Kong Immigration Department has announced that in view of the travel restrictions and difficulties imposed by the COVID-19 pandemic, Hong
Marbury supports Templewater Bravo’s acquisition of New World First Bus Service and Citybus
Marbury is pleased to support Templewater and Investec Bank plc, as administrator for each of Bowen SP and Templewater I, L.P, and the Project Bravo investment structure for the acquisition of New World First Bus Services Limited and Citybus Limited from NWS Holdings Limited for HKD3.2 billion.
Singapore update: BizFile+ filing extensions and filing penalty waivers
The Singapore Accounting and Corporate Regulatory Authority (ACRA) has extended filing deadlines and is waiving late filing penalties for a period following system slowness and intermittent disruption issues with its business filing portal, Bizfile+.
In response to the concerns of Corporate Service Providers (CSPs) who had experienced difficulties filing annual returns and other transactions, ACRA has announced relief measures.
Employment Support Scheme (ESS)
The Hong Kong Government has announced the application details for the second payment instalment of its Employment Support Scheme (ESS). Eligible employers may submit their applications for the second tranche wage subsidies from 31 August to 13 September 2020. Employers who have previously applied for the first tranche of the wage subsidies (for wages paid from June to August 2020) must submit a new application (whether the first application was successful or not).
Implementation of a Central Register of Controllers
Singapore – With effect from 30 July 2020, all companies, foreign companies and limited liability partnerships (LLPs), unless exempted, are required to lodge with the Accounting and Corporate Regulatory Authority (ACRA) the same information that they presently continue to maintain in their Register of Registrable Controllers (RORC). This is part of ACRA’s on-going efforts to uphold Singapore’s reputation as a trusted financial hub, and to further enhance the transparency of ownership and control of corporate entities.
Hong Kong Limited Partnership Fund Ordinance
The Limited Partnership Fund Ordinance (Cap 637) comes into operation on 31 August 2020, providing a rather ground breaking new standalone entity framework for the formation of what has been termed limited partnership funds in Hong Kong.
Economic Substance in the Marshall Islands
The Marshall Islands, following the lead of other offshore jurisdictions such as Bermuda, the British Virgin Islands and the Cayman Islands, has introduced an economic substance regime effective 1 January 2019 in response to the work of the OECD and the European Union on fair taxation. The legislation has since been twice amended and supplemented by guidelines which were last updated in January 2020.
The guidelines provide some clarity to the international business community in interpreting the regulations, especially for shipping and pure holding companies, with further clarification provided on the launch of the reporting portal on 1 July 2020. We have provided an updated overview.
Hong Kong to increase maternity leave to 14 weeks
Hong Kong’s Legislative Council has recently passed the Employment (Amendment) Bill 2019 (the Bill) which enhances the leave benefits of female employees
Cayman Islands Private Funds Law – Expanded Scope
On 7 July 2020, the Private Funds Law, 2020 (PF Law) was amended to vary the definition of a “private fund” by clarifying the definitions of certain entity types and extending the scope of the PF Law to additional entities.
The deadline for registration under the PF Law remains 7 August 2020. We recommend that all Cayman Island investment vehicles be re-assessed to ensure compliance particularly considering the new Administrative Fine regime. Open-ended mutual funds and hedge funds are unaffected.
New CIMA fines and TIA offence in force in the Cayman Islands
The Monetary Authority (Administrative Fines) (Amendment) Regulations, 2020 was enacted on 26 June 2020 extending the ability of the Cayman Islands Monetary Authority (CIMA) to impose significant fines.
It is now also an offence for knowingly or wilfully supplying false or misleading information to the Cayman Islands Tax Information Authority (TIA).
BVI Economic Substance framework now fully operational
The International Tax Authority has informed all Registered Agents and legal entities with reporting obligations under the Economic Substance (Companies and Limited Partnerships) Act, 2018 and the Beneficial Ownership Secure Search System Act, 2017 that the Economic Substance portal as integrated with the Beneficial Ownership Secure Search system (BOSS(ES)s) went live on 12 June 2020.
New rules for regulated funds
As referenced in our updater on new registration requirements for Cayman Islands investment funds, the Cayman Islands Monetary Authority (CIMA) has published new rules governing the segregation of assets and the contents of offering documents and marketing materials for regulated funds.
The new rules apply to mutual funds that are regulated under the Mutual Funds Law (as Revised) and private funds registered under the recently promulgated Private Funds Law 2020.
FAQs Accounting, annual audit and tax compliance
Are all Hong Kong companies required to have audited accounts? All companies incorporated in Hong Kong are required to appoint an auditor
HK Government introduces Employment Support Scheme (ESS)
The Legislative Council Finance Committee has approved funding to launch the HKD81 billion Employment Support Scheme (ESS) as part of the Government’s second round of Anti-epidemic Fund measures. All employers who have been making Mandatory Provident Fund (MPF) contributions or have set up Occupational Retirement Schemes (ORSO schemes) for employees are eligible…
Cayman Islands announce business continuity measures (UPDATED)
In response to the COVID-19 global pandemic, the Cayman Islands Government has announced a number of measures to support the continuity, viability, and strength of the financial services industry and ensure business continuity to clients.
The measures have been announced through industry advisory notices and those of most interest to our clients are noted here as they are updated.
CRS and FATCA Reporting deadline extension and NEW Information Requirements
FATCA: BVI, Bermuda and Cayman Islands – The IRS has provided for an extension of time for Model 1 IGA jurisdictions to provide their 2019 FATCA data to the United States competent authority. Currently the deadline…
NEW Cayman Islands CRS Compliance Form…
New ACRA requirement for Register of Registrable Controllers (RORC)
SINGAPORE – The Accounting and Corporate Regulatory Authority (ACRA) has said that, as 1 May 2020, all companies, foreign companies and limited liability partnerships incorporated or registered in Singapore must ensure to lodge information on their RORCs with ACRA via the ACRA’s business filing portal, Bizfile. The maximum penalty for non-compliance of the…
Encore Professional Services acquired by the Marbury Group
We are delighted to announce that Marbury has acquired Encore Professional Services whose team are now part of and supported by the Marbury group.
With the acquisition of Encore, this brings more depth into Marbury’s service line relating to accounting, payroll and visa services. Whilst Compass Offices’ clients will now have access to a wider range of corporate and business services, across more jurisdictions including Hong Kong, Bermuda, BVI, Cayman Islands, London, Singapore as well as other offshore jurisdictions.
Changes to Beneficial Ownership thresholds – filing extension
CAYMAN ISLANDS – The definition of a beneficial owner in the Companies Law (Revised) and the Limited Liability Companies Law (Revised) will change on 15 May 2020 from “more than 25%” of the shares or voting rights in a company to “twenty-five per cent (25%) or more” of the shares or voting rights in a company.
Singapore announces support measures for companies
The Accounting and Corporate Regulatory Authority (ACRA) has implemented support measures to businesses in light of the difficulties brought about by the COVID-19 situation. As some entities may have difficulties holding their Annual General Meetings (AGMs) and filing their Annual Returns (ARs) certain deadlines have been extended and guidelines issued on Temporary Measures for Conduct of Meetings.
Marbury Business Continuity Statement
Most importantly, we hope that you and your loved ones stay safe and healthy during this challenging time and thank you for your continued support.
We are pleased to confirm that Marbury’s operations in all of our locations globally remain intact, but some services may be impacted by various closures and / or reductions in staffing across in government offices across the jurisdictions in which we operate.
Regulatory regime for closed-ended funds in the BVI
In line with other offshore jurisdictions and in order to comply with commitments to the EU, the BVI has introduced a ‘private investment fund’ regime by enacting the Securities and Investment Business (Amendment) Act, 2019 and the accompanying Private Investment Funds Regulations, 2019.
Hong Kong 2020-21 Budget proposal highlights for HK Companies
Hong Kong’s Financial Secretary, Paul Chan, outlined his budget for 2020-21 in his Budget Address on 26 February 2020. Following the HKD30 billion coronavirus relief package two weeks ago by Hong Kong Chief Executive, Carrie Lam, Chan’s budget offers additional relief with generous measures for business.
New registration requirements for Cayman investment funds
In line with other offshore jurisdictions and in order to comply with commitments to the EU, the Cayman Islands Government has introduced new registration requirements on both private funds and exempted funds via the Private Funds Law 2020 and the Mutual Funds (Amendment) Law (2020 Revision) which were both enacted on 7 February 2020. This update provides a summary of the key changes and features of the new legislation.
Economic Substance Requirements in the BVI
The Economic Substance (Companies and Limited Partnerships) Act, 2018 came into force on 1 January 2019 requiring British Virgin Islands companies and limited partnerships that are tax resident and carrying out ‘Relevant Activities’ to demonstrate economic substance. The new legislation, which applies to existing and new BVI entities, was introduced to address the concerns of the EU Code of Conduct Group and the OECD Forum on Harmful Tax Practices regarding economic substance.
This summary replaces our original release of 11 January 2019 and updates from 31 May 2019 and 16 July 2019 (respectively) to provide a consolidated overview of the key aspects of the legislation and guidance.
Economic Substance Legislation in the British Virgin Islands
BVI ITA issues final Economic Substance Rules – The ITA has now published the final version of the Code which has been renamed Rules (and Explanatory Notes) on Economic Substance (the Rules). The content of the Rules is broadly the same as the draft Code, but it includes a number of amendments following feedback to the BVI Government from industry stakeholders and the EU Code of Conduct Group. The amendments also take into account legislative updates to the Beneficial Ownership Secure Search System Act, 2017 (the BOSS Act) which were made to enable use of the BOSS system to accept the economic substance filings by the registered agents.
Data Protection in the Cayman Islands
On 30 September 2019, the Cayman Islands Data Protection Law (DPL) comes into force, introducing globally recognised standards regarding the protection, processing, and access to, an individual’s personal data.
The DPL applies to ‘data controllers’ established in the Cayman Islands, regardless of whether they have a physical presence in Cayman. Where a data controller engages a third party ‘data processor’ to process personal data on its behalf, the data controller must ensure that the third-party service provider also complies with the DPL.
The Companies (Amendment) Law, 2019
Cayman Islands – Legislative changes in the Cayman Islands for Companies, LLCs and LLPs. Following the March 2019 assessment by the Caribbean Financial Action Task Force of the Cayman Islands’ anti-money laundering and counter-financing of terrorism regime, recent legislative amendments have come into force in the Cayman Islands.
The amendments introduce new requirements on how certain information is required to be maintained, filed and disclosed relating to the different entities. For the purpose of this update, we focus on the amendments as they relate specifically to Cayman Islands companies.
Bermuda Economic Substance Update
Bermuda entities that are tax resident in another jurisdiction may now seek an exemption from economic substance requirements. On Friday, 28 June 2019 Bermuda adopted the Economic Substance Amendment Act 2019, which creates an exemption for entities registered in Bermuda that are tax resident in an acceptable jurisdiction. The amendment brings Bermuda’s economic substance legislation in line with other jurisdictions, including the BVI and the Cayman Islands, whose economic substance legislation already includes this exemption.
Important regulatory changes for SIBL Excluded Persons
Following the recently enacted Anti-Money Laundering (Amendment) Regulations, 2019, the Cayman Islands Monetary Authority (CIMA) now has enhanced regulatory powers to obtain information from the person or entity carrying out relevant financial business, a person connected to the relevant financial business, or a person reasonably believed to have relevant information. Entities registered with CIMA as Excluded Persons under the Securities Investment Business Law (Revised), such as investment managers and investment advisers incorporated in the Cayman Islands, are affected by these regulatory changes in particular and should note the new requirements.
Economic Substance Requirements in the Cayman Islands
This summary replaces our previous releases of 21 December 2018 and 11 March 2019 and provides an updated overview of the key aspects of the legislation by outlining steps to identify which Cayman entities are in scope and how to achieve compliance.
Economic Substance – an overview and comparison summary of requirements
In response to increasing pressure from the EU and the OECD, and to avoid being placed on the EU Council’s list of non-cooperative jurisdictions for tax purposes, each of Bermuda, BVI and Cayman have introduced economic substance legislation (ES Legislation) effective 1 January 2019 to satisfy such requirements.
The ES Legislation varies slightly by jurisdiction based on differences between each jurisdiction’s economies, legal framework and understanding and interpretation of the EU and OECD’s expectations. Marbury has prepared a brief comparison and overview relating to the similarities and differences in respect of each of Bermuda, BVI and Cayman Islands for your reference.
Hong Kong 2019-20 Budget proposal
A range of relief measures were outlined to help local enterprises deal with the fallout and uncertainty of the global economic and trade environment. As part of these measures it is proposed that the business registration (BR) fees for the period 1 April 2019 to 31 March 2020 will be waived, and only the BR Levy will be charged.
Positive Changes to Hong Kong’s Profits Tax Exemption for Offshore Funds
Most Hong Kong managers manage offshore funds that are formed and regulated (or exempt from regulation) in the Cayman Islands or other similar locations. For some time now the Government of the Hong Kong Special Administrative Region has grappled with how to create greater certainty for investors as to the tax neutrality of these structures in order to bolster the asset management industry in Hong Kong.
Overview: Economic Substance in Bermuda
Further to our client update of 21 December 2018 we have put together a brief overview of the new legislation now it has come into force.
The Companies (Amendment) (No. 2) Ordinance 2018
HONG KONG: The Companies (Amendment) (No. 2) Ordinance 2018 has been introduced to streamline the administration of Hong Kong companies and facilitate compliance and came into force on 1 February 2019.
Bermuda proposes Economic Substance Requirements
Bermuda has tabled a bill to implement legislative changes addressing concerns raised by the EU Code of Conduct Group regarding economic substance by 31 December 2018. On 7 December 2018, legislation was tabled in the House of Assembly proposing economic substance requirements on certain Bermuda companies and limited liability companies.
Segregated portfolio companies in the Cayman Islands
Segregated Portfolio Company or Protected Cell legislation exists in the laws of several countries. The most commonly used jurisdictions are the Cayman Islands, British Virgin Islands and Bermuda (all of which are offered within the Marbury group). This memo deals specifically with the Cayman Islands, although concepts are mostly valid across all three jurisdictions.
Extension of beneficial ownership register compliance deadline
The Bermuda Government has extended the transitional deadline from 24 September 2018 to 15 December 2018 regarding Bermuda’s introduction of beneficial ownership registers.
Extensions to deadline regarding AML officer appointments
The Cayman Islands Monetary Authority (CIMA) issued a notice on 24 September 2018 extending certain deadlines regarding the appointment and notification of Anti-Money Laundering Compliance Officers (AMLCOs), Money Laundering Reporting Officers (MLROs) and Deputy Money Laundering Reporting Officers (DMLROs).
REMINDER: 30 September Deadline for appointment of AML Officers under the Cayman Islands Anti-Money Laundering Regulations
FUNDS, PRIVATE EQUITY AND INVESTMENT VEHICLES
Cayman Islands entities conducting relevant financial business are reminded they must appoint individuals as their AML Officers by 30 September 2018 under the AML Regulations (2018 Revision).
Cayman Islands beneficial ownership regime
Under the Cayman Islands beneficial ownership legislation and regulations, certain Cayman Islands companies are required to maintain details of each qualifying beneficial owner in a beneficial ownership register.
Each company that falls within the scope of the legislation is required to complete and maintain a register at its Cayman Islands registered office with a licensed corporate services provider.
Redomiciliation into the Cayman Islands
Moving a business from one country to another could help alleviate overly onerous operational requirements under the current companies’ laws, reflect the changing nature of the business, offer administrative simplification for a business, or deal with unexpected regulatory or tax consequences arising from changes in law or the growth of the business.
Legislation updates affecting Bermuda Companies
Recent legislation changes in Bermuda see the increase to certain fees from 1 April 2018 and the formal introduction of a Register of Beneficial Owners.
*UPDATED* Cayman Islands: AML Compliance Officer, MLRO and DMLRO
CAYMAN ISLANDS FUNDS, PRIVATE EQUITY AND INVESTMENT VEHICLES – Late last year the Cayman Islands Monetary Authority (CIMA) issued updated Guidance Notes under the Anti-Money Laundering Regulations, 2017 which have just come into force. Marbury has been awaiting clarification on some parts of the updated Guidance Notes after feedback was provided from the industry…
HK: New Requirement – Register of Significant Controllers
The Companies Ordinance (Cap.622) has been amended to require a company incorporated in Hong Kong to identify persons who have significant control over the company and to maintain a register of significant controllers to be accessible by law enforcement officers upon demand. This follows similar steps taken in the UK and other jurisdictions, and the Hong Kong RSCs will not be accessible to the general public.
HK: New Client Due Diligence and Licensing Regime for Providers
The Hong Kong government has now introduced amended legislation that regulates the provision of, until now, unregulated company services by accounting professionals, estate agents, legal professionals and trust and company service providers. The move is consistent with the government’s commitment to adopt common reporting standards, institute a register for persons with significant control and generally to the extension of enhanced client due diligence and record-keeping regarding private Hong Kong companies.
Vietnam and Foreign Investment Structures
The British Virgin Islands, Hong Kong and Singapore provide attractive product offerings broadly characterised by cost effective incorporation and ongoing maintenance fees, a tax neutral investment platform, corporate flexibility, an English common law system that underpins the rule of law and contractual certainty, and enforcement provided by a modern and effective commercial court.
Key tax takeaways from Hong Kong Chief Executive’s 2017 Policy Address
Hong Kong Chief Executive, Carrie Lam, delivered her first policy address to the Legislative Council last week on 11 October, outlining the Government’s future policy initiatives. Among these were two key tax-related measures to maintain Hong Kong’s position as a leading business hub in Asia.
After Hurricane Irma – Aid for BVI
We are hearing first-hand from colleagues and friends across the financial sector that the devastation in the British Virgin Islands, including loss of life and property, is even worse than was ever feared possible. Whilst international aid agencies and the UK Government are assisting the BVI to restore the basic infrastructure and evacuate those requiring urgent medical assistance, it will be a long time until normal daily life resumes.
Marbury has selected a charity working on the ground in the BVI through which 100% of all donations received will go directly to helping support local BVI communities. Marbury has set-up a matching scheme for clients interested to donate with us.
BVI Business Companies: Change of Government Fees for 2018
The BVI Government has passed two Orders for the increase of fees and penalties applicable to BVI Business Companies. The new fees in the BVI Business Companies Act (Amendment of Schedules) Orders will apply to most Registry transactions for BVI Business Companies and will come into effect on 1 January 2018.
View the key changes related to the Amendment Schedules by clicking below.
Should UK commercial property be held by non-UK residents through a UK company or a non-UK resident company?
Recent changes to UK tax legislation have led to questions being raised as to whether non-UK residents should always choose to acquire commercial property in non-UK resident vehicles. It used to be the case that if you were a non-UK resident acquiring UK commercial property, it was generally better to structure the acquisition of such property so it was owned by a company in a non-UK, tax neutral jurisdiction. However, a number of recent developments have meant that this may no longer always be a sensible choice, particularly if there is a plan to develop land and sell it soon afterwards.
For more information please view the full guest article by clicking below.
BVI extends CRS notification and reporting deadlines
The Government of the British Virgin Islands has announced that the 2017 deadlines for notification and reporting obligations under the Common Reporting Standard (CRS) will be extended by two months.
Financial Institutions (FIs) will now have until 30 June 2017 to register with the BVI International Tax Authority (ITA) on the ITA’s reporting portal, the BVI Financial Account Reporting System (BVI FARS), without the ITA considering compliance measures or penalties.
BVI cautionary tale: SME businesses and avoiding the gridlock of probate
Small businesses tend to gravitate to the BVI as the choice of jurisdiction for incorporation due to its ease and cost-effectiveness. However, very often such companies will be established with a sole individual director who is also the sole shareholder of the company. Problems arise if this individual then passes away, regardless of whether the individual had a will or not.
Cayman Islands to introduce centralised beneficial ownership register
As foreshadowed in our Memo of 15 April 2016, the Cayman Islands will follow the BVI and other jurisdictions by adopting a beneficial ownership register system. The Cayman Islands government has now published draft legislation following public consultation, which took place during the course of last year. The proposed system…
How to call a general meeting for a Hong Kong company
At Marbury, we are commonly asked by clients for advice on the steps and procedure for calling a general meeting of a Hong Kong company. In this briefing, we explain the steps involved and the requirements for calling a meeting. This overview is not an exhaustive checklist as the Ordinance…
Why do business in the BVI
The advantages offered by the use of BVI companies and the positive impact of these on deal costs, and the expense and ease of ongoing maintenance and governance. British Virgin Islands (BVI) companies provide cost-effective solutions for investment and cross border transactions. In the vast majority of cases they…
BVI – Beneficial ownership information and accounting records
As we have previously advised, the British Virgin Islands (BVI) is now implementing anti-money laundering policies passed late last year regarding ultimate beneficial ownership (UBO). The changes add to the jurisdiction’s reputation with the international community and we are hopeful they will result in benefits such as easing the process…
Mauritius: Changes in the tax treaty with India, what this means for investors
Mauritius The Double Taxation Avoidance Agreement (DTAA) with Mauritius has been amended. The new protocol gives India the right to tax capital
Cayman Islands approves Limited Liability Companies Bill
The use of LLCs in the Cayman Islands will be of particular interest to asset managers seeking to establish fund structures. The flexibility of an LLC means that it is also ideal for purposes such as joint ventures, holding companies, and serving as the general partner to an exempted limited partnership. They can also be useful property holding vehicles.
BVI: Distributions, share purchases and redemptions
British Virgin Islands This briefing examines the key aspects of distributions, share purchases and redemptions under the BVI Business Companies Act 2004
BVI and UK Beneficial Ownership Platform
The BVI Government has agreed to establish and maintain an electronic platform that will allow “the automatic right to unrestricted and timely” access for law enforcement agencies in the UK to accurate and current beneficial ownership information on corporate and legal entities incorporated in the BVI by the end of June 2017.
Bermuda Company Law Amendment: Register of Directors
The Bermuda Government has recently amended its company law affecting all companies both local and exempted. The amended Companies Act 1981 now requires a Register of Directors in respect of Bermuda registered companies to be kept by the Registrar of Companies. Every company registered in Bermuda will be required to file at the Registrar a list of its directors and their addresses.
Cayman Islands and UK Beneficial Ownership Platform
The Cayman Islands will set up a central platform of beneficial owners that will allow designated Cayman Islands officials to directly obtain details of beneficial ownership of companies incorporated in Cayman. Upon formal request, this information will be shared with law enforcement authorities in the UK. Commitment has been given to have the system in place by June 2017.
Director’s illogical conduct leads to ban
United Kingdom – A director of a company incorporated in the United Kingdom, has been disqualified from acting as a director for 5 years for breaching his duty to act in the best interests of the company by causing or allowing payments totalling £314,588 to be made to third parties.
BVI: Announcement of Requirement to File Register of Directors
British Virgin Islands – The BVI Business Companies (Amendment) Act, 2015 (the Amendment Act), which includes new requirements for the filing of director information with the Registry of Corporate Affairs was published on 31 December 2015, and came into force on 15 January 2016. Sections 27 and 28 of the Amendment Act in relation to the provisions/filing of the Register of Directors will come into force on 1 April 2016.
Open-ended fund structures for Hong Kong
Hong Kong Asset managers may soon have an alternative to unit trusts if they wish to set up open-ended investment funds in
Delay of the Implementation of Common Reporting System (CRS)
British Virgin Islands FSC has confirmed that it will delay implementation of the Common Reporting Standard (CRS) in the BVI.
On the 1st of January 2016 legislation to implement the CRS rules came into effect. The BVI tax authority has now clarified that Financial Institutions will be required to notify that they will have reporting obligations for the 2016 reporting year by 30 April 2017, …
Cayman Companies (Amendment) Law 2015
Appointments and Notification of Changes to Directors – The Companies (Amendment) Law 2015 has now come into effect in the Cayman Islands and will have potential application to all Cayman Islands companies. The Law deals with appointments and notification of changes to directors.
The Hong Kong Competition Ordinance
14 December 2015 will see Hong Kong finally catch up with other free market economies when the much delayed Competition Ordinance comes into operation.
Your New Year’s resolution should be made a little earlier than normal, to ensure that 2016 doesn’t bring you some unfortunate surprises with the monkey of the Competition Commission on your back.
BVI’s dynamic new fund products
The Securities and Investment Business (Incubator and Approved Funds) Regulations, 2015 which came into force in the British Virgin Islands on 1 June 2015, creates two new, lightly regulated open-ended funds products – the Incubator Fund and Approved Fund. These dynamic new fund products complement the existing offering of Private Funds, Professional Funds, and Public Funds in the BVI. Incubator and Approved Funds are not required to obtain a licence, or be recognised or registered under the Securities and Investment Business Act, 2010, and will not be subject to the Regulatory Code, 2009.