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.

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.

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.

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.

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.

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.

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.

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.

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.

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…