Permissions

(i) Dealing in Investments

• • Dealing as Agent
  • Dealing as Principle

(ii) Arranging Deals in Investments

(iii) Investment Management

• Managing Segregated Portfolios (Excluding Mutual Funds)
• Managing Mutual Funds
• Managing Pension Schemes
• Managing Insurance Products
• Managing Other Types of Investment

Capital Requirement

There are currently no minimum capital requirements, the licensee is required to maintain capital resources that are deemed adequate to support its investment business. Desfran recommends a range of USD 1,000,000 and above.

The economic substance requirements for the Relevant Activities other than Holding Business are:

• The relevant activity is directed and managed in the BVI (not the legal entity which carries on the relevant activity);
• Having regard to the scale and nature of the relevant activity:
  • There are adequate, suitably qualified staff located in the BVI;
  • There is adequate expenditure incurred in the BVI;
  • There are physical offices or premises appropriate for the “core income-generating activities”;
  • Where an intellectual property business requires specific equipment, that equipment is in the BVI;
• The company or limited partnership conducts core income-generating activity (CIGA) in the BVI;
• If the income-generating activity is carried out by another entity it is done within the BVI and can be monitored and controlled by the original entity.

A registered firm shall at all times maintain insurance policies in an amount appropriate to the complexity, size and nature of the securities business of the firm to cover at least professional indemnity.

Registration will not be granted should the Commission thinks that the coverage amount is insufficient.

However, this requirement does not apply to firms engaging exclusively in advising on securities.

Desfran shall seek to understand your business activities and goals to assist with your business plan drafting that best encompasses this whilst still being compliant with the prevailing regulations. Desfran shall also advise on the possible questions that might be posed by the regulator.

Filing and Reporting Requirements

Registers of Directors

Companies must file (through its registered agent) a copy of its register of directors with the Registrar of Corporate Affairs.

The registers of directors are not publicly available and will only be made available pursuant to a court order or a written request from a competent authority.

Beneficial Ownership Information

BVI registered agents are required to maintain a database of the ultimate beneficial owners of the legal entities for whom they act as registered agent (the “Registered Agent Database”). The Registered Agent Database is private but searchable by specifically designated BVI Governmental bodies via the Beneficial Ownership Secure Search System (“BOSS”), which enables an electronic search of each Registered Agent Database.

As mentioned above the information uploaded to the Registered Agent Database will not be publicly available.

Leverage

Maximum leverage of 1:1000

Due Diligence is necessary to formally verify the identity of all clients of the firm. The following documents are required to conduct due diligence for the license application:

• A copy of the photo page of the passport ceritifed by a notary public for each director and shareholder;
• A copy of proof of address (issued within the last 3 months) by a notary public for each director and shareholder;
• Curriculum Vitae (CV);
• Business Plan;
• Financial Forecast;
• Organisation Chart;
• For company directorship or shareholdership, a certified copy of the constitution documents of the company and above details on each director and shareholder of the company;
• Other supporting documents when necessary.

Please note for a company listed on a major stock exchange or subject to regulatory supervision in a country with equivalent AML regulations to the BVI, evidence of such listing or regulation will suffice in place of the above information. Where the directors to be appointed are employees of such a listed or regulated company, a certified passport copy and confirmation of employment (to include position) will suffice.

• Certificate of Incorporation/ Articles of Association and Memorandum/ Certificate of Good Standing;
• Letter explaining the experience, competence and expertise that the Company has to run its business;
• Form A needs to be completed by each shareholder/ controller and director as well as the compliance officer and each senior officer;
• Letter from Company’s auditor confirming its willingness to act for the Company;
• Letter from Desfran’s BVI Lawyers confirming their willingness to act for the Company;
• Capital requirements – although there are currently no minimum capital requirements the licensee is required to maintain capital resources that are adequate (and reasonably determined by the directors) to support its investment business. Please note that the FSC has power to impose minimum capital resources as part of the licensing process. The FSC will usually look at the company having minimum capital resources;
• A statement of capital of any other company held, directly or through a subsidiary, as an asset of the Company;
• Statement of assets and liabilities of the company certified by a director;
• If the Company has a historical audited accounts for the past three years, copies to be provided;
• Summary of insurance policy and copy of the policy schedule. All licensees are required to obtain professional indemnity insurance;
• Business Plan;
• Two references in respect of Company, one of these references to be from a regulated entity; and
• Applicable license fee for each category of license to be applied for.

The BVI Financial Services Commission is the territory’s single financial services regulator. It is responsible for authorizing and licensing companies or persons to conduct financial services business and for monitoring regulated financial services activities. Through the Registry of Corporate Affairs, the Commission is also responsible for the registration of all companies formed in the Territory and for the formation of Limited Partnerships and registration of Trademarks and Patents.

The Commission’s key objectives include:

• Protect consumers by ensuring that all firms and individuals are authorized to provide financial services in and from within the BVI are competent and financially sound.
• Police the perimeter of regulated activities and instigate and pursue. enforcement actions against any individual or business that violates BVI financial services laws.
• Monitor and detect financial crime and assist in the prosecution of such crime.
• Ensure a fit and proper regulatory environment in which financial institutions provide quality products and services for the economic benefit of the BVI.
• Monitor the effectiveness of financial services legislation.
• Take account of the international nature of financial regulation and the financial services business.