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.
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.
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’s Legislative Council has recently passed the Employment (Amendment) Bill 2019 (the Bill) which enhances the leave benefits of female employees who are employed under a continuous contract of employment. The key changes are as follows: An increase in the statutory maternity leave entitlement from the existing 10 weeks to 14 weeks. The daily…
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.
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.
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.
The Hong Kong Government has now launched a dedicated Employee Support Scheme (ESS) website and published more details regarding eligibility and the application process. Applications for subsidies to be distributed in the first tranche can be made between 25 May and 14 June 2020.
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…
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.
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…
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…
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.
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.
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.
Bermuda Since the onset of the global COVID-19 epidemic, the Bermuda Government has taken steps to enable commercial operations to continue whilst social distancing and other measures to stem the spread of the coronavirus are in place. Below is a summary of those measures of most interest to Bermuda’s international client base. Filings & Company…
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.
BVI CLOSED ENDED FUNDS REGIME 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 (the Act) and the accompanying Private Investment Funds Regulations, 2019 (the PIF Regulations). A ‘private investment fund’…
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.
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.
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.
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.
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.
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 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.
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.
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.
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.
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.
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.
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.
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 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 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.
The Bermuda Government has extended the transitional deadline from 24 September 2018 to 15 December 2018 regarding Bermuda’s introduction of beneficial ownership registers.
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).
Singapore These legislative changes to the Companies (Amendment) 2017 aimed at reducing the regulatory burden for companies will take effect from 31 August 2018: Alignment with timelines for holding Annual General Meetings (AGMs) and filing Annual Returns (ARs) to the Financial Year-End (FYE) Exemption for private companies from holding AGMs subject to specific safeguards The…
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.
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.
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.
Singapore From 20 April 2018, directors of a company can voluntarily revise their defective financial statements without the need to obtain a court order. This will enable directors of a company to revise the financial statements of the company that do not comply with the requirements of the Companies Act (including compliance with the Accounting…
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…
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.
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.
The use of British Virgin Islands, Hong Kong and Singapore 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…
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.
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.
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.
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.
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.
Singapore Key legislative amendments taking effect from 31 March 2017 The recent amendments to the Companies Act and the Limited Liability Partnerships Act, new requirements will be introduced which will affect companies and limited liability partnerships (LLPs). (a) Maintain non-public register of controllers and register of nominee directors To make the beneficial ownership and control of…
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…
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…
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…
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 The Double Taxation Avoidance Agreement (DTAA) with Mauritius has been amended. The new protocol gives India the right to tax capital gains arising from the sale or transfer of shares of an Indian company acquired by a Mauritian tax resident. Investments made before 1 April 2017 are exempt and shares acquired between 1 April…
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.
British Virgin Islands This briefing examines the key aspects of distributions, share purchases and redemptions under the BVI Business Companies Act 2004 (the Act). Distributions A company’s articles of association will contain provisions dealing with the payment of distributions. The Act imposes additional obligations relating to the payment of distributions. What is a distribution? Under…
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.
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.
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.
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.
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.
Hong Kong Asset managers may soon have an alternative to unit trusts if they wish to set up open-ended investment funds in Hong Kong. Legislators are reviewing rules that would allow open-ended fund companies to operate in Hong Kong for the first time. Unlike regular companies, these entities are able to vary share capital to…
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, …
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.
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.
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.