BVI

British Virgin Islands - Policy Update October 2004

In order to fully comply with the BVI Anti-money Laundering Legislation and our Due Diligence and Compliance Procedures, we are now instituting, and amending current policies and procedures as recommended by our auditors’ risk reports as follows: 

Due Diligence

As we have been experiencing significant problems in receiving the necessary signed documents back for our due diligence requirements, on all incorporations, we will appoint our in house corporate director as first director of each company.  The corporate incorporation documents will be signed off and copies taken for our records.  Thereafter, we will immediately resign and appoint your choice of director before sending the packages out to you.

This will also satisfy (1) Section 28 of the International Business Companies (Amendment) Act which requires that a company registered under the Act must keep at its Registered Office a Share Register in accordance to the guidelines as set out in that same section of the Act, and (2) Section 43 of the International Business Companies (Amendment) Act which requires that a company registered under the Act must appoint one or more directors within 30 days of the date of its incorporation and that a copy of the Registers of Directors must be kept at the Registered Office

All documents listed below must be completed and provided by copy first which will allow us to begin the work, and then in original form for our records.

• clear notarized or bank certified passport copies and driver’s licence,
• bank reference see here a sample,
• signed and fully completed incorporation applications etc must be sent to our office in BVI.

Failure to comply will result in the delay of the incorporation documents.
We will begin work on your company after we receive faxed or emailed copies, but we can send you the documents only after we receive the originals from you.

Nominee services provided with BVI directors and shareholders:
Directorships

In our capacity as directors, we were reminded that our fiduciary responsibilities must be taken very seriously as we remain accountable for the business activities and actions taken by and on behalf of the company, including financial and other obligations. 
As a result, we request that all documents requiring signature by an “offshore” director must be filled out completely and any supportive documents mentioned therein submitted at the time of instructions.  Such action will allow us to be aware of the content of what we are signing and to ensure that such are in the best interest of the Company.  We will not sign any form of document in blank and kindly ask all clients to comply.

Powers of Attorney

This is another area of concern for our Auditors as in the past, we have granted POAs both general and specific which have caused some complications with due diligence as many clients once given the POA failed to keep us inform as to the operations and business of the company they were engaging in while using us to act as Directors.  As mentioned before, when we act as directors, we have the fiduciary responsible of knowing what business the company is engaging in.  Hence, we will no longer provide general POAs but will do so only for specific transactions as determined at the time of the request.  

Bank Accounts / Signatory

For prudent business practices and in an effort to comply with anti-money laundering legislation in force in the British Virgin Islands and with our 'know your client' procedures, once we act as directors on companies we also act as a joint signatory on all bank and/or brokerage accounts and will request that the banks send us duplicate statements for our records.  In cases where there are more than one director serving in addition to us, in special cases such as on Funds, we will require that the signing powers of all Directors are determined at set-up.

If you do not want the nominee to act as a joint signatory on the bank account, or need general POA, we can provide third party nominee services.

Immobilization of Bearer Shares

The BVI legislation was updated, June 2003, regarding the International Business Companies (Amendment) Act, whereby this amendment provides for the use of bearer shares to be continued under certain guidelines without jeopardizing the anti-money laundering and anti-terrorist financing goals of the international community.

We have already begun to work diligently to facilitate compliance to these changes.  Since 2003, we offer incorporation standard Memorandum & Articles of Association which prohibits bearer shares or alternatively those which allows bearer shares. 

For those Companies that continue to issue bearer shares, the certificates must be lodged with an Authorized or Recognized Custodian.  We will hold such shares in custody and a Custody Agreement or in some cases, a Declaration of Trust will be provided to you. (The identity of the holders of bearer shares (or registered) held by a custodian is not disclosed to the government).

Existing companies have until December 31^st 2010 to deposit their bearer shares with a Custodian, exchange the shares for registered shares or otherwise cancel or redeem shares.  Existing companies which do not wish to have the power to issue bearer shares must amend their M&A to comply with the requirement by the 2010 deadline.  Newly formed companies must adhere to the new legislation.

Kindly note THAT

• Invoices for annual renewal fees must be settled in full.  Companies will no longer be re-licenced if only partial payment is remitted or if there are outstanding fees from the previous year. 

• For companies that are struck off the Registrar of Companies, as opposed to being liquidated, you will continued to be billed an annual fee of US$15 per company as we are still liable to the BVI Government for the Company yearly fee each year it is left struck-off for non-payment.  It is recommended that Companies apply for liquidation process to avoid such recurring fees.