the british virgin islands financial services commission (fsc) has introduced its legitimate interest transaction functionality, effective 1 april 2026. the regime enables access to beneficial ownership information where a valid interest can be demonstrated, within a controlled, non-public framework. this represents a practical step towards greater transparency, while keeping sensitive information properly protected.

at a glance:

• introduction of the legitimate interest regime (effective 1 april 2026)
• access to beneficial ownership information based on demonstrable legitimate interest
• maintains a controlled, non-public access framework

registered agents play a key role in how the regime works, handling requests and managing responses. with strict timelines now in place, there’s a clear need to be prepared, keeping records accurate and up to date, and having processes in place to respond quickly and clearly when requests come in.

key timelines and responsibilities:

• 5 days to submit a notice of objection
• additional 5 days to file a full objection
• 3 days to indicate an intention to appeal
• 21 days to submit a formal appeal
• ongoing requirement to maintain accurate and readily accessible records

alongside the launch, the fsc has reinforced its broader compliance framework, signalling a continued focus on timely filings and system integrity. these measures bring greater clarity to how beneficial ownership information can be accessed, while underscoring the importance of operational readiness.

compliance and operational updates:

• transitional penalties of up to us$1,400 per entity now in force
• enforcement effective from 1 january 2026
• us$125 fee for filings submitted after 31 march 2026
• withdrawal of temporary overseas access to virrgin lite

read the full circular from bvi fsc here.

questions? our team is here to help. reach out to your usual representative or one of our key contacts.

the british virgin islands international tax authority (ita) has released its latest updates to the annual common reporting standard (crs) lists of participating and reportable jurisdictions.

at a glance

• no new jurisdictions have been added to either list.
• antigua has been removed from both the participating and reportable jurisdictions lists, marking the only change this year.

these updates reflect the bvi’s ongoing alignment with international tax transparency standards and information exchange obligations.

for businesses and structures with cross-border reporting obligations, even minor changes can have practical implications for compliance processes, reporting scope, and internal reviews.

we continue to monitor developments and provide guidance to ensure our clients remain aligned with the latest regulatory requirements.

the crs list of participating jurisdictions can be found here. the crs list of reportable jurisdictions can be found here.

entities incorporated in the british virgin islands can now apply to have their beneficial ownership information exempted from disclosure under the territory’s legitimate interest access framework.

implementation of the legitimate interest access regime

the new access regime will come into force on 1 april 2026. from that date, individuals or organisations that can demonstrate a qualifying legitimate interest may submit a request to the registrar of corporate affairs to inspect or obtain limited information from the beneficial ownership register.

applicants must establish that their request is connected to the investigation, prevention or detection of money laundering, terrorist financing or proliferation financing. requests may also be considered where they relate to a legal entity linked to an individual who has been convicted of, or is currently facing proceedings for, such offences.

a non-refundable fee of us$75 applies for each access request submitted to the registrar.

scope of information that may be disclosed

where access is granted, the information available is limited and applies only to individuals who ultimately own or control 25% or more of a bvi business company or limited partnership.

the information that may be disclosed includes:

• the beneficial owner’s full legal name
• nationality
• month and year of birth
• the nature and extent of the individual’s beneficial ownership or control in the relevant entity

this information is maintained within the registrar’s beneficial ownership register.

exemption applications now available

ahead of the regime becoming operational, the registrar has introduced a process allowing beneficial owners to request that their information be excluded from disclosure.

applications must be submitted through the virrgin online platform by the entity’s registered agent or by legal advisers acting on behalf of the individual. each beneficial owner must apply in respect of their own interest, although a single application may cover multiple legal entities in which the individual is a beneficial owner.

where an entity has multiple beneficial owners, a separate application will need to be filed for each beneficial owner. in addition, where a beneficial owner is associated with multiple entities, one application will cover all their entities. it is important to note that careful correspondence with registrar will be required to ensure that all entities are covered by the application, particularly where the beneficial owner’s entities fall across multiple registered agents.

a us$50 fee applies per legal entity for which an exemption is requested. the registrar has indicated that applications are expected to be processed within approximately 12 business days.

grounds for seeking an exemption

applicants must identify the basis on which protection is sought. one commonly anticipated ground is where disclosure could reasonably expose the beneficial owner, or members of their immediate family, to significant personal risk, including risks such as fraud, extortion, harassment, intimidation or violence.

exemptions may also be considered where the beneficial ownership information relates to a minor or to an individual who lacks legal capacity.

special circumstances that may justify protection

the framework also allows the registrar to consider exemption requests in certain special circumstances, including:

• where disclosure could compromise sensitive commercial information or proprietary business interests
• where disclosure could result in disproportionate public exposure beyond what is necessary for transparency purposes
• where disclosure could prejudice ongoing or pending legal proceedings relating to ownership
• where disclosure would conflict with legal or contractual confidentiality obligations

in limited cases, exemptions may also be granted where national security considerations or broader public interest factors apply.

preparing for the upcoming changes

with the implementation date approaching, beneficial owners may wish to review their structures and consider whether submitting an exemption request may be appropriate in their circumstances.

please note that in addition to the registry disbursements, we will also charge a fee to submit an application.

if you require assistance with an exemption application, please contact your usual representative.

cyprus has been recognised as an attractive jurisdiction in the eu for international wealth structuring. with a robust legal framework, favourable tax system, and strong asset-protection features, cyprus international trusts (cits) offer individuals and families an efficient vehicle for long-term wealth preservation and succession planning. at harneys fiduciary cyprus, we deliver comprehensive, bespoke trust solutions supported by decades of institutional expertise and a deep understanding of the complexities of cross-border planning.

the legal foundations of cits

cits are governed by the international trusts law, which was significantly reformed in 2012. these reforms strengthened the structure by enhancing asset-protection features and permitting cits to hold immovable property in cyprus. as a result, cyprus offers one of the most modern and well-protected trust regimes in europe.

main requirements for establishing a cits:

• the settlor and beneficiary(ies) must not have been a cyprus tax resident during the calendar year before the trust the trust was created
• at least one trustee must be a cyprus tax resident for the duration of the trust
• trustees providing services must be duly licensed by the relevant regulatory authorities

these conditions ensure that the trust remains fully compliant with eu and cyprus regulatory standards.

key advantages of cits

cits offer a range of benefits, which positions cyprus as a leading hub for international wealth structuring.

1. long-term flexibility and duration

a cit may exist indefinitely, offering long-term continuity across generations, unless otherwise defined by the trust deed.

2. strong asset protection

a cit cannot be voided due to the settlor’s bankruptcy or liquidation. challenges by creditors are strictly limited to a two-year period and require proof of intent to defraud, offering exceptional security for assets placed in trust.

3. freedom from forced heirship rules

transfers of property into a cit cannot be contested on forced-heirship grounds, enabling settlors to determine the distribution of their wealth with complete autonomy.

4. tax efficiency

cits are treated as tax-transparent structures. where beneficiaries are not cyprus tax residents and the trust does not own cyprus-situated immovable property, no cyprus tax is applied at the trust level. even when beneficiaries are cyprus tax residents, taxation applies only to income received from cyprus-based sources. this favourable regime has made cits highly attractive for international tax planning.

5. investment freedom

trustees may invest in any class of assets, with no restrictions on accumulation or forced distributions, supporting long-term strategic asset management.

6. confidentiality with modern transparency standards

cyprus maintains stringent confidentiality rules. officials and trustees may not disclose trust information except under specific legal circumstances. since 2022, beneficial ownership information is recorded in the cyprus trusts beneficial ownership register (cytbor). cytbor is a non-public register accessible only to competent authorities, obliged entities, and in limited cases, persons with a legitimate interest, balancing privacy with compliance requirements.

7. settlor control through reserved powers

settlor autonomy can be preserved by reserving powers such as amending the trust, appointing or removing trustees or protectors, instructing trustees, or changing governing law or place of administration.

cyprus: a stable and competitive international financial centre

cyprus is considered as one of europe’s most competitive and reliable jurisdictions for structuring international wealth the evolution of its trust and tax legislation reinforces that cyprus is an established eu jurisdiction that offers regulatory stability, strong legal protections, and compelling tax advantages.

why choose us

we provide exceptional service rooted in professionalism, efficiency, and a deep understanding of client needs, ensuring personal engagement throughout every stage of establishing and managing a cit.

the cayman islands monetary authority (cima) has introduced a new prudential information survey for entities registered as registered persons under the securities investment business act (siba).

this new requirement forms part of cima’s ongoing risk-based supervisory approach and is intended to enhance regulatory insight into sector activity and potential exposures.

who is affected?

the survey applies to all registered persons under siba.

what is required?

registered persons must complete cima’s new prudential information survey (form adr-046-75-02), which includes approximately 40 questions covering areas such as:

• business activity and structure
• governance and risk frameworks
• operational resilience, outsourcing and technology
• aml/cft-pf and sanctions risk management

key deadlines

the survey relates to the 2025 reporting period (1 january to 31 december 2025) and must be submitted via cima’s reefs portal by:

• 31 march 2026

registered persons should also note that this survey is in addition to the existing annual declaration, which is now due:

• 15 january 2026

next steps

registered persons should review cima’s published guidance and ensure internal compliance calendars and reporting processes are updated to meet these new obligations.

we are available to support clients with compliance planning and submission readiness. reach out to your usual harneys fiduciary contact or one of this article’s authors.

singapore has been recognised as the premier financial hub, contributed by its political stability, strong rule of law, and a robust regulatory environment.

the integrity of singapore’s wealth management sector follows rigorous standards for source of wealth due diligence. as regulatory expectations evolve, understanding adequate identification, corroboration, and documentation a client’s source of wealth is essential for maintaining a compliant and sustainable wealth planning structures, such as family trusts.

this article clarifies singapore’s current approach to source of wealth (sow) verification, outlines the key differences between sow and source of funds, and highlights practical approach for maintaining effective customer due diligence (cdd) frameworks.

understanding source of wealth due diligence

source of wealth refers to how a client accumulated their overall wealth (which is distinct from the source of funds) over time, through business ownership, employment, investments, inheritance, or other legitimate means. verifying the origin of the client’s overall wealth enables financial institutions to assess whether a client’s financial profile aligns with their declared wealth and risk category.

singapore’s monetary authority of singapore (mas) expects financial institutions to apply the principles of materiality, relevance, and prudence when conducting sow due diligence. these principles guide how much information is required, what documentation is sufficient, and when further inquiry is warranted.

under this framework, financial institutions, such as trust companies and other regulated entities must:

• obtain and assess the plausibility of declared sow information.
• corroborate the information with independent evidence where appropriate.
• document the rationale supporting their conclusions.
  
  

industry guidance and best practices

in may 2025, updated industry guidance clarified expectations for source of wealth due diligence in singapore. the paper outlined the importance of a risk-based approach and reinforced the distinction between source of wealth and source of funds.

key takeaways include:

• risk-based depth of inquiry: enhanced due diligence (edd) should apply to higher-risk clients such as politically exposed persons (peps), those with complex corporate structures, or clients from high-risk jurisdictions.
• plausibility assessment: the declared sow must be consistent with a client’s known profile, occupation, and transaction behaviour.
• independent corroboration: public filings, financial statements, tax returns, and sale agreements can help verify the legitimacy of the sow.
• documentation discipline: institutions should record not only what documents were reviewed but also how the information was assessed and why it was considered sufficient.

distinguishing source of wealth from source of funds

although the two terms are often used interchangeably, they serve distinct purposes in the context of customer due diligence in singapore:

• source of wealth: explains how a client accumulated their overall net worth. it covers long-term wealth generation and provides context for the client’s financial position.
• source of funds: relates to the specific funds deployed for a particular account or transaction.

both must be assessed, but they require different evidence and verification steps. understanding this distinction helps prevent gaps in compliance reviews and reduces the risk of regulatory scrutiny.

ongoing monitoring and senior management accountability

sow due diligence is not a one-off process. ongoing monitoring is required to ensure that the client’s profile are kept updated and that transactions during the lifecycle of the account remain consistent with the client’s profile.

financial institutions should:

• review sow assessments when clients’ circumstances or business activities change.
• obtain updated corroborating documents where appropriate.
• investigate discrepancies or red flags such as unexplained wealth growth or inconsistent transaction patterns.

while operational tasks may be delegated, senior management remains accountable. boards and compliance heads must demonstrate that systems, controls, and oversight processes are effective in managing financial crime risk.

documenting and corroborating source of wealth

proper documentation provides a transparent audit trail that supports regulatory compliance and internal assurance. mas emphasises that documentation should demonstrate not only what was collected, but how the institution conducted its plausibility assessments. simply put, lack of documentation alludes lack of assessment in a corporate setting.

examples of corroborating documents include:

• employment or business income records
• share sale or property disposal agreements
• dividend statements or audited financial reports
• tax returns or evidence of declared income
• independent verification from reliable third-party sources

the amount and type of documentation should be proportionate to the client’s risk level, the complexity of their wealth, and the nature of their relationship with the institution.

fraud risk and quality assurance

institutions must remain alert to the increasing sophistication of fraudulent or tampered documents. verification processes should include:

• cross-checking information against public or third-party databases
• confirming authenticity through official issuers or trusted intermediaries
• establishing procedures for escalation and review when anomalies arise

regular internal audits and peer reviews help ensure that cdd standards remain robust and consistent across the organisation.

key takeaways

• source of wealth verification is a cornerstone of singapore’s financial integrity framework.
• a risk-based, well-documented approach ensures that due diligence meets mas expectations.
• sow and source of funds are distinct but complementary elements of client assessment.
• ongoing monitoring is essential to detect and address changes in client circumstances.
• harneys fiduciary provides expert support to simplify complex sow documentation and compliance processes.

faqs: source of wealth due diligence in singapore

what evidence is required to verify a client’s source of wealth?
the evidence depends on the client’s risk profile and type of wealth. common documents include payslips, transaction advice, audited accounts, sale agreements, and tax filings. the goal is to establish a plausible and well-supported assessment.

what happens if corroborating documents are unavailable?
institutions should document the reasons, explore alternative evidence, and assess whether it is reasonable to rely on the client’s declaration. the absence of documentation may not, on its own, lead to unverified acceptance.

how often should sow due diligence be refreshed?
typically, during periodic cdd reviews or when significant changes occur, such as new investments, changes in occupation, or increased transaction volumes.

how can institutions distinguish between sow and sof during client onboarding?
sow assesses overall wealth accumulation, while sof examines the origin of specific funds. both must be addressed, with supporting evidence documented separately.

why is strong cdd and governance critical for maintaining a sustainable trust structure?

robust customer due diligence (cdd) and ongoing governance are fundamental to the long-term stability of any trust structure. weak or incomplete cdd can lead to serious consequences, including bank account freezes or closures, heightened regulatory scrutiny, and in some cases the forced termination of trust arrangements.

as licensed trustees, harneys fiduciary places a strong emphasis on proportionate, risk-based cdd, proper source of wealth documentation, and continuous record-keeping. this approach helps ensure that trust structures remain operationally viable, regulator-ready, and acceptable to banks and counterparties over time.

by embedding strong governance and due diligence standards from the outset, harneys fiduciary supports more sustainable and compliant trust solutions that protect both clients and fiduciaries from avoidable regulatory and operational disruption.

the cyprus 2026 tax reform introduces an 8% tax on cryptocurrencies - learn what this means for investors and businesses

cyprus is becoming one of europe’s most crypto-friendly jurisdictions by taking a major step toward modernising its tax framework with the introduction of a dedicated tax regime for digital assets, specifically on cryptocurrencies. as part of the broader 2026 tax reform package, the government has proposed a clear and transparent system for taxing profits from crypto transactions and confirming that there will be no additional capital gains tax in cyprus for crypto assets, aligning with european standards and becoming one of the eu member states protecting crypto rules in legislation.

why the cyprus crypto tax reform matters

this marks the first time that cryptocurrencies will have their own dedicated article in the income tax law, providing clarity for individuals and businesses operating in the digital economy. this proactive approach not only provides certainty for investors and businesses, it signals that the country is ready to embrace the digital economy while maintaining compliance with international standards, making it an attractive destination for fintech and blockchain ventures.

what’s changing under the cyprus crypto tax regime?

as of 1 january 2026, cyprus will implement a flat 8% tax on profits arising from the disposal of crypto assets, applicable to both individuals and companies.

what counts as a disposal?

• selling crypto for fiat currency
• exchanging one crypto asset for another
• using crypto to pay for goods or services
• donations or transfers without consideration

key definitions

• crypto assets: based on the eu’s markets in crypto-assets regulation (mica) covering digital representations of value or rights stored and transferred via distributed ledger technology.
  
  
• losses: can only offset gains from crypto disposals within the same tax year and there is no carrying forward of losses or offset against other income.
  
  
• mining exception: crypto obtained through mining is excluded from this regime and taxed under general income tax rules.

impact on individuals and businesses

individuals: profits from trading crypto will now be taxed at a flat rate of 8%, simplifying compliance.

businesses: companies involved with digital assets gain clarity on tax treatment, enabling better planning and structuring.

compliance: accurate record-keeping of acquisition costs, disposal values, and related expenses will be essential.

contact us to discover how we can help you establish your cyprus-based business.

the update in brief

following the ditc industry advisory issued 21 january 2026, cayman has introduced a limited extension linked to the principal point of contact (ppoc) requirement under the amended crs.

the key point is simple: this is not a relaxation of the rule. cayman financial institutions (fis) are still expected to have a cayman-based ppoc.

the ppoc requirement is intended to ensure that the tax information authority has a locally reachable and accountable point of contact for crs compliance and regulatory communications.

which deadlines have been extended?

the deadline has been extended to 31 january 2027 for:

• appointing a cayman-based ppoc; and
• recording the date on which the entity became an fi.

this extended deadline applies to all cayman fis.

what has not changed

all other crs obligations remain on track. in particular:

• crs registration and reporting deadlines for the 2025 reporting period (due in 2026) are unchanged;
• the underlying requirement to appoint a cayman-based ppoc remains in force; and
• the broader regulatory direction remains toward stronger controls and enforcement, consistent with the wider crs 2.0 trajectory.

practical takeaway

although the deadline has been extended, cayman fis should not treat this as a reason to defer action. we recommend that entities review their current ppoc position during 2026 to avoid last-minute remediation, operational bottlenecks, and potential compliance risk as the transition window closes.

questions? reach out to your usual harneys fiduciary representative or one of our authors.

effective from 1 january 2026, the new tax legislation introduces changes to corporate taxation, personal income tax, dividend taxation, and compliance, while preserving the key features that position cyprus as a leading eu business jurisdiction.

this article provides an overview of the cyprus tax reform 2026, outlining what has changed, what remains the same, and why the new framework matters for businesses, investors, and individuals.

the cyprus tax reform 2026 modernises the tax system and aligns it with international standards, particularly oecd and eu initiatives, while addressing domestic economic and social priorities.

the reform focuses on:

• alignment with global minimum tax requirements
• personal taxation through higher tax‑free thresholds
• simplification of dividend and shareholder taxation
• tax administration and compliance mechanisms

corporate tax changes

as of 2026, the standard cyprus corporate income tax rate has increased from 12.5% to 15%. this change reflects cyprus’ alignment with oecd pillar two rules and international tax developments.

despite the increase, cyprus continues to offer an attractive overall corporate tax environment relating to the retention of key exemptions and incentives such as the ip box regime and the notional interest deduction scheme (nid).

abolition of deemed dividend distribution (ddd)

one of the most business‑friendly changes in the cyprus tax reform 2026 is the abolition of the deemed dividend distribution rules for profits earned from 2026 onwards.

companies are no longer required to distribute notional dividends on retained profits.

instead:

• profits may be retained indefinitely
• dividends are taxed only when distributed

this abolition improves cash‑flow planning and investment flexibility for cyprus companies.

dividend tax reduced to 5%

for cyprus tax‑resident and domiciled individuals, the dividend tax (special defence contribution) has been reduced from 17% to 5%.

at the same time:

• sdc on rental income is abolished
• new rules apply to disguised dividends paid to individuals

importantly, the cyprus non‑domicile (non-dom) tax regime remains fully intact, meaning non‑dom individuals continue to enjoy 0% tax on dividends and interest.

non-dom individuals – alternative taxation method after 17 years

after completing 17 years in cyprus (ie becoming cyprus tax domiciled), individuals can extend their status as a non-dom for another 5 years by paying a lump sum of €250,000. this can be extended twice (ie up to 10 years extension), and the lump sum is payable for each extension.

cyprus crypto tax & share‑based remuneration

the reform introduces clarity in the following emerging areas:

• cyprus crypto tax 2026: gains from the disposal of crypto‑assets are taxed at a flat 8% rate
  • ability to offset losses from disposal against profits arising from crypto within the same years (no carry forward of losses)
  • crypto obtained through mining is excluded from this regime and taxed under general income tax rules
• approved employee stock option schemes are also taxed at 8%, subject to statutory conditions and limits

these rules provide certainty for fintech, investment, and technology‑driven businesses.

additional business tax measures

other notable cyprus tax changes 2026 include:

• extension of tax loss carry‑forward from 5 to 7 years
• extension of the 20% r&d super‑deduction on qualifying expenses, allowing the total 120% deduction from taxable income, to 2030
• increased thresholds for transfer pricing documentation
• abolition of stamp duty on most transactions

personal tax changes

under the cyprus personal tax reform, the tax‑free threshold increases to €22,000, with following revised income tax bands:

family, housing and green incentives - new deductions introduced:

• dependent children and students (subject to income limits),
• mortgage interest or rent for primary residence,
• green upgrades and energy efficiency investments,
• home insurance against natural disasters.

what has remained the same under the new system:

• cyprus non‑dom regime
• participation exemption for holding companies
• cyprus ip box regime (up to 80% exemption on qualifying profits)
• notional interest deduction (nid) (up to 80% exemption on total taxable income)
• no capital gains tax on gains arising from the disposal of securities
• existing residency rules (60‑day and 183‑day tests)

these elements ensure continuity and certainty for international structures and long‑term investment planning.

what the cyprus tax reform 2026 means in practice

although the headline corporate tax rate has increased, the cyprus tax reform 2026 introduces meaningful simplifications to profit distribution, dividend taxation, and the overall tax framework, supporting clearer and more efficient planning.

contact us to discover how we can help you establish your cyprus business.

following recent changes to the bvi’s beneficial ownership (bo) framework, this update outlines where matters currently stand, particularly for existing entities (incorporated before 2 january 2025) that have not yet filed their beneficial ownership and other statutory registers (register of members / registers of general and limited partners).

whilst no financial penalties are being imposed currently the compliance requirements are now fully in effect and entities which have not yet arranged the filing of their registers should do so without further delay.

filing deadline remains unchanged

the statutory deadline for filing bo information has not been extended. entities that have not yet filed their bo registers are therefore not in good standing.

enforcement timing

the bvi authorities have confirmed that penalties and filing fees will not be enforced until after 31 march 2026. note that any entity that had not filed by 31 december 2025 was technically in default and not in good standing on that date. the intention was to create a concession to allow time for current filing volumes to be addressed during the period up to 31 march 2026.

full enforcement of filing fees and penalties for non-compliance begins on 1 april 2026. companies which therefore fail to file their registers will be assessed for penalties retroactively to 1 january 2026 as if there had been no concession granted.

on 1 april 2026, existing entities will be automatically liable to pay penalties of:

• $600 for each register outstanding on 31 march 2026 for the period 1 january 2026 to 31 march 2026 (first period), and
• an additional penalty of $800 for each register that remains outstanding on 1 april 2026 for the period 1 april 2026 to 30 june 2026 (second period).

thereafter, entities will be liable to be struck off by the registrar beginning 1 july 2026.

these penalties will be levied for each register that is outstanding. if your entity has two registers outstanding for example, your entity will incur a $1,200 penalty ($600 for each register) for the first period in addition to the registry filing fees, and a further $1600 ($800 for each register) from 1 april 2026 at a further total for the second period.

to be clear, this means that if a single entity has not filed their register by 31 march 2026, then they are liable to receive a penalty of $1400 for each register ($2800 for two registers and so on).

the registrar can also impose administrative penalties for varying offences under the beneficial ownership regime with penalties ranging from $10,000 to $75,000 for more serious offences.

practical impact for entities

entities that are not in good standing cannot process transactions at the bvi registry. this may delay routine corporate matters, particularly where transactions or corporate changes are planned.

addressing any outstanding filings as soon as possible will help minimise disruption.

current filing volumes and our february cut-off

registered agents across the bvi are managing high volumes of bo filings.

at harneys fiduciary, we are progressing filings promptly where complete information has been provided.

to provide certainty, we have set a cut-off of 26 february 2026 for clients to supply the necessary information for filing the registers. where complete information is received by this date, we can confirm filings will be completed ahead of enforcement action.

what should clients do next

• we recommend that clients review the status of their entity’s register and, where it remains outstanding, attend to the required submissions.

taking action now will help ensure entities remain operational and avoid issues later.

once registers have been filed, the registry must be updated within 30 days of any changes – this includes changes to people, and their particulars – name, address, percentage band, mechanism of control etc., and transactions – new share certificates. the registry is issuing penalties automatically where registers are updated more than 30 days after the change so entities need to be very conscious of the timing of their updates.

how we can assist

our teams continue to support clients with the bvi’s evolving bo requirements, helping to clarify obligations, manage filings, and address good standing issues where needed.

if you have any questions or would like assistance, please contact your usual harneys fiduciary relationship manager.

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we want to remind you that the details encapsulated in this calendar are not comprehensive, nor should they be considered as legal counsel. therefore, they should not replace tailored advice for unique situations.

with global automatic exchange of information frameworks continuing to evolve, early preparation is critical. firms that adapt now will find the transition straightforward. our focus is on ensuring our clients are well ahead of regulatory expectations.

global tax transparency is entering a new phase, and from 2026 onwards, businesses with structures in the british virgin islands and cayman islands will face expanded reporting obligations. with the introduction of the enhanced common reporting standard (crs 2.0) and the new crypto-asset reporting framework (carf), regulators are signalling a clear shift toward broader data collection, tighter deadlines, and increased scrutiny.

we understand that regulatory change can feel overwhelming. our role is to turn that complexity into clarity, and to ensure you feel supported, informed, and prepared well ahead of time.

what’s changing and why it matters

both cayman and the bvi are adopting updated oecd standards designed to strengthen transparency and address emerging risks, particularly in the digital asset space.

from 1 january 2026, financial institutions will be required to collect and report more detailed information under crs 2.0. this includes certain electronic money products, central bank digital currencies, and specified crypto-asset holdings held by investment entities. in terms of reporting timelines, cayman is moving its crs filing deadline to 30 june. the bvi will maintain its established april and may notification and reporting cycle.

at the same time, the introduction of carf marks a significant development for crypto and fintech businesses. transactions involving cryptocurrencies, stablecoins, certain nfts, and other digital tokens will become reportable for the first time. cayman’s carf regulations are already in place and will apply to 2026 data, with reporting due in 2027. the bvi will follow shortly thereafter.

alongside these changes, regulators are reinforcing compliance expectations. cayman now requires each financial institution to appoint a locally resident principal point of contact (ppoc), and enforcement regimes in both jurisdictions are becoming more robust, with greater focus on data accuracy, validation of self-certifications, and completeness of filings.

how we can help you prepare

we’ve been closely tracking these developments and have taken practical steps to help our clients prepare with confidence.

our dedicated bvi and cayman regulatory reporting team has analysed the new rules and translated them into clear, actionable guidance. we’ve developed updated checklists and practical frameworks tailored to trusts, funds, investment entities, fintech businesses, and crypto-asset service providers.

we’re also offering a crs 2.0 and carf readiness assessment. this service reviews your current compliance processes, identifies gaps against the new requirements, and delivers a clear action plan, giving you ample time to address any issues well before the first reporting deadlines.

as a licensed service provider in both cayman and the bvi, we can act as your local point of contact where required, manage portal registrations, and submit filings on your behalf using technology aligned with the latest oecd reporting standards. for clients operating in the digital asset space, our teams combine regulatory reporting expertise with a strong understanding of blockchain and fintech business models, allowing us to support compliance without disrupting day-to-day operations.

looking ahead

the direction of travel is clear: regulatory requirements are expanding, and early preparation is key. by starting now, we can help ensure that data collection in 2026 and reporting in 2027 feel routine, not reactive.

we’re committed to staying ahead of regulatory change, reach out to our team to discuss how crs 2.0 or carf may affect your structures.

key takeaways

legislation + record-keeping changes

• bvi companies are now subject to increased reporting and compliance obligations following recent legislative changes introduced during 2024 and implemented throughout 2025.
• the bvi registry is actively monitoring compliance and, in some cases, issuing automated penalty notifications shortly after filing deadlines are missed.

registers

• beneficial ownership register filings are now fully operational within the virrgin system, with recent system updates making the submission process more streamlined.
• certain entities, including foreign trustees and state-owned entities, may be eligible for exemptions from disclosure, which can now be filed through the standard system process.

financial annual returns

• all bvi companies and limited partnerships are required to provide an annual financial return to their registered agent. while this return is not publicly filed, it must be submitted within the prescribed deadline.
• where an annual financial return is not provided on time, the registered agent is required to notify the regulator, which will result in the entity being marked as not in good standing.
• an entity that is not in good standing will not be able to obtain a certificate of good standing. this position can be rectified once the outstanding filing is completed, but delays may cause transactional or administrative disruption.
• due to an extension in relation to the first filing period, many entities were required to submit two annual financial returns in 2025, covering financial periods ending 31 december 2023 and 31 december 2024, within a relatively short timeframe.

accessibility of beneficial ownership information

• from early january 2026, beneficial owners will be able to apply for non-disclosure of their information where specific conditions are met, including in cases involving minors or personal risk. evidence will be required to support any application.
• applications for non-disclosure will begin to be accepted in january 2026 and should be considered well in advance of 1 april 2026, when accessibility of certain beneficial ownership information is expected to begin, subject to legitimate interest.

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as the digital asset market matures, crypto regulation has become a defining issue for investors, service providers, and regulators. in “beyond uncertainty,” a new three-part blog series by our cayman-based deputy general counsel kavita maharaj-alexander, she breaks down the concept of regulatory clarity in the crypto space, why it matters, and how it is shaping the future of global digital-asset markets.

the series explores the core principles behind effective crypto regulatory frameworks, compares how leading jurisdictions are approaching oversight, and highlights the key challenges influencing ongoing policy development. together, these articles offer a clear, accessible snapshot of where crypto regulation stands today, and the global pathways emerging toward greater certainty.

as regulatory clarity continues to develop, understanding how these frameworks apply in practice is becoming increasingly important for digital asset businesses and investors. our digital assets practice supports clients navigating this evolving landscape, from structuring and governance to regulatory compliance across key jurisdictions. to learn more about how we can assist, visit our digital assets practice page or get in touch with our key contacts to discuss your specific requirements.

overview

since 2 january 2025, a new requirement was introduced by the bvi business companies and limited partnerships (beneficial ownership) regulations, 2025 (the bo regulations) which addressed new requirements for reporting beneficial ownership information.

all bvi business companies and limited partnerships must now file details of their beneficial owners with the bvi registry of corporate affairs through their registered agent using the virrgin online filing system (replacing the previous boss system).

filing deadlines

existing entities

entities incorporated before 2 january 2025 have a transition period and must:

• submit all required bo information by 1 january 2026.

new entities

companies and partnerships incorporated, registered, or continued into the bvi on or after 2 january 2025 must:

• file beneficial ownership information within 30 days of incorporation/registration/continuation.
• file updates within 30 days whenever ownership or control changes (for example, a new shareholder or a change in voting control).

additional registers that must be filed

alongside bo information:

• bvi companies must file their register of members.
• limited partnerships must file:
• the register of general partners, and
• the register of limited partners.

who needs to file full beneficial ownership information?

all bvi entities must file bo information unless an exemption applies.
entities that do qualify for an exemption must still make a filing, but they file the exemption, not the full bo particulars.

who can claim an exemption?

1. listed bvi entities

entities listed on a recognised stock exchange.

2. bvi-regulated investment funds (“specified funds”)

funds holding any of the following licences:

• approved fund
• incubator fund
• private fund
• professional fund
• public fund
• private investment fund

to rely on this exemption, the fund must confirm:

• the name of the bvi-licensed service provider responsible for holding its beneficial ownership details, and
• that the provider can supply the bo information within 24 hours if requested.

(it is intended that foreign funds regulated in equivalent jurisdictions will also qualify.)

3. entities where shares are held by a licensed or regulated trustee

an exemption applies where:

• a bvi-licensed trustee, or
• a foreign trustee regulated for aml/cft/cpf purposes

holds the shares on behalf of a trust.

if the trustee is not regulated (in the bvi or elsewhere), the entity cannot claim an exemption and must file full bo details for:

• the trustee,
• the settlor,
• any protector,
• any vested beneficiaries, and
• (if any of these are companies) the individuals who own 10% or more of those companies.

4. subsidiaries owned 75% or more by a qualifying parent

the parent must be one of the following:

• another bvi entity that has already filed bo information or is exempt.
• a foreign investment fund that maintains bo records and can supply them within 24 hours.
• a company listed on a recognised exchange.

5. government-owned entities

companies where the bvi government or a foreign government holds more than 50% of the shares or voting rights.

simplified reporting for “exempted owners”

if a bvi company is not exempt itself but has an owner in its structure that qualifies for exemption, it can use simplified reporting by declaring that owner as an exempted owner.

what information must be filed?

for each beneficial owner who is a natural person:

• full legal name (as on passport/id)
• former names or aliases (if any)
• month and year of birth
• date and place of birth
• gender
• occupation
• nationality
• residential address and country of usual residence
• description of how the person owns or controls the entity
  (e.g., % shareholding, voting rights, control over board appointments)

if the beneficial owner is a legal entity:

• name and any alternative names
• incorporation or registration number
• date of incorporation/registration
• registered office address
• jurisdiction
• legal form and governing law
• type of register
• description of the interest or control held

for trusts or similar arrangements:

you may need to identify and file information for:

• settlors
• trustees
• protectors (if any)
• vested beneficiaries
• anyone with ultimate effective control

what happens if you don’t file?

loss of good standing

entities that fail to file bo information or exemption claims on time will lose good-standing status.

penalties

• penalties apply per register starting from 2 january 2026.
• penalties increase every month the entity remains non-compliant.
• entities incorporated before 2 january 2025 that fail to file its registers before the deadline (1 january 2026) will be automatically liable to a penalty of $600 for the first three months of non-compliance, $800 for the second three months of non-compliance and will then be liable to be struck off by the registrar at the end of the six months.
• new entities which fail to file their initial registers within the 30-day period will be liable to increasing penalties for each month that the register remains outstanding (up to three months) and will be liable to be struck off the register.
• significant administrative penalties can also be applied for failing to comply with the requirements of the bo regulations. these penalties range from $10,000 up to $75,000 depending on the offence committed with the higher penalties applying to more serious offences such as:
  • knowingly or recklessly providing false beneficial ownership information; or
  • failing to provide adequate, accurate and up-to-date beneficial ownership information to the registrar within the prescribed period.
• additionally, entities that fail to collect, maintain and keep accurate and up to date beneficial ownership information may be liable to a penalty of up to $75,000.

restoration requirements

to return to good standing, the entity must:

• pay its penalties,
• file all outstanding registers, and
• submit all required bo information.

need help?

we are here to support you. if you have questions, or if you need help identifying your beneficial owners or assessing whether an exemption applies, please contact our team.

the bvi financial services commission has introduced the limited partnership (financial return) order, 2025, which came into force on 1 september 2025. this order operationalises section 54a of the limited partnership act and establishes the form and filing requirements for annual financial returns by bvi limited partnerships.

who must file?

all bvi limited partnerships must now prepare and submit an annual financial return to their registered agent, unless they qualify for an exemption under section 54a(5) of the act.

exemptions

a limited partnership is exempt if it:

• is regulated under bvi financial services legislation and already provides financial statements to the fsc as part of that regulation; or
• files an annual tax return with the bvi inland revenue department that includes financial statements.

• entities which are already in liquidation when their annual return is due, ie if the company completes its liquidation process with the bvi registry of corporate affairs prior to the end of its financial year.

what needs to be filed?

the annual return:

• must follow the format outlined in the schedule to the order.
• summarises key financial information for the partnership’s financial year (not necessarily a calendar year).
• can be prepared in any currency used in the partnership’s financial statements.

when is the first filing due?

timing depends on the partnership’s financial year end:

• for partnerships using a calendar year, the first return becomes due on 1 january 2026, with a filing deadline of 30 september 2026.
• for those with a non-calendar financial year, due dates vary. examples:

financial year: 1 march – 28 february

• first return due: 1 march 2026
• filing deadline: 30 november 2026

financial year: 1 may – 30 april

• first return due: 1 may 2026
• filing deadline: 31 january 2027

why it matters

this reform strengthens transparency while keeping compliance practical and aligned with existing reporting cycles. registered agents and clients should review financial year dates early to ensure timely filings under the new regime.

if you have any questions about your partnership’s filing obligations, please reach out to your usual harneys fiduciary representative.

from 18 november 2025, identity verification will be required for all uk company directors, members of limited liability partnerships (llps), and persons with significant control (pscs). this is part of the uk government’s reforms to improve the accuracy and transparency of the companies register and help prevent fraudulent activity.

once verified, each individual will receive a personal code to use when filing certain information with companies house, such as confirmation statements or new appointments.

implementation timeline

• voluntary period: since april 2025, individuals have been able to verify their identity via gov.uk one login
• mandatory period from 18 november 2025: new directors and pscs must verify their identity upon appointment or incorporation. existing individuals will need to complete verification when filing their next confirmation statement, within a 12-month transition period.
• future phases: by 2026, identity verification will also be required for document presenters and certain other roles.

verification methods

1. gov.uk one login: free service allowing verification online, through an app, or via a post office visit.
2. authorised corporate service provider (acsp) – a regulated intermediary, such as an accountant or company service provider, can complete verification on your behalf.

identity verification deadlines by role

directors (or equivalent)

all directors must provide their companies house personal code when filing the company’s next confirmation statement. if you serve as a director for multiple companies, a code must be provided for each entity. in cases of new company registration, each director must submit a code as part of the incorporation. overseas companies must ensure that all their uk-establishment directors complete identity verification on or before the anniversary of the uk registration.

people with significant control (pscs)

pscs are required to verify their identity and supply their personal code within a 14-day window. the deadline depends on your specific situation and is listed on the companies house register.

if you are both a director and a psc in the same company, both roles must be treated separately:

• as a director: your code must be included in the company’s confirmation statement.
• as a psc: you must submit your code via the ‘provide identity verification details for a psc’ service within 14 days after the confirmation statement date — even if the company filed the statement early.

if you are a psc only (not a director), the 14-day period begins on the first day of your date of birth month. for example, if you were born on 22 january, your submission window opens on 1 january.

for anyone becoming a psc after 18 november 2025, the code must be provided either when you are first added to the register, or within 14 days of that addition.

authorised corporate service providers (acsps)

if you wish to register as an authorised agent with companies house (acsp), you must first complete identity verification. once authorised, you can verify your clients’ identities. going forward, businesses will also need to register as acsps to file on behalf of clients.

why it matters
completing verification on time will be essential to avoid delays, penalties, or restrictions on company filings.

how we can help

being an acsp, harneys fiduciary can complete the verification process on your behalf, providing you with both peace of mind and the assurance that your obligations are met accurately and on time.

if you have any questions, please do not hesitate to reach out to your usual harneys fiduciary contact.

starting from 1 january 2023, all bvi business companies have a new task on their to-do list - preparing and submitting a financial annual return (far) to their registered agent. this comes into play nine months after the end of each company's financial year-end (fye).

in light of this new requirement, we've put together answers for the most common questions we've been asked in the past year. if you cannot find the response to your query or require assistance with accounting services, please email us at bvifar@harneysfiduciary.com.

what is the bvi far?

subject to limited exceptions, from 1 january 2023 bvi business companies are required to provide certain financial information to their registered agent on an annual basis in the form of a far.

this is a simple income statement and balance sheet. you can see the template here.

which companies are exempted from submitting a far?

the following entities are exempt from far filing requirements:

• entities listed on a recognised stock exchange
• entities regulated by the bvi financial services commission (fsc) which are already required to submit accounts
• entities which file annual tax returns and financial statements with the bvi inland revenue
• entities which are already in liquidation when their annual return is due, ie if the company makes its liquidation submission to the bvi registrar prior to the end of its financial year

are dormant companies and pure equity holding companies exempted?

no, they are not. all bvi business companies will need to submit their far unless they fall into one of the exemption categories mentioned above.

are bvi-approved managers entities exempt?

in most instances, yes. bvi-approved managers, which are regulated by the bvi fsc and submit financial statements to the fsc, are not required to file a far.

how to determine the fye of a bvi company?

the fye is determined by the directors, and an entity can have any date as its fye in accordance with its operations/group requirements. the fye should be recorded in a board resolution, and the registered agent of the company (i.e. harneys fiduciary) needs to be informed.

my company already prepared management accounts. can i submit those?

no. bvi companies need to submit the far template, as released by the authorities. financial statements or management accounts in other formats will not be accepted.

when are fars due?

fars are due 9 months after the financial year end to which they relate. the first fye due for submission was 31 december 2023. the bvi financial services commission announced a 9 month extension for the first far period, but it is important to understand that this only applies to the first financial year starting on or after 1 january 2023 – there are no automatic extensions for second financial period. going forward the usual 9 month deadline will apply for periods ended 31 december 2024 and later.

my company’s fye is 30 june 2024. when do i need to submit the far?

if a company’s financial year does not follow to a calendar year, the far will cover the period from the start of that financial year. for example, a company with a fye 30 june will have its financial period under review from 1 july to 30 june. this company will have until 31 march of the following year (9 months after its fye) to file its far with its registered agent.

where and how i can submit my far?

clients who prepare their far either internally or through external accountants are required to submit it to their registered agent. if harneys fiduciary acts as the registered agent, submissions must be made via our portal.

how can harneys fiduciary help me to complete the far?

our specialist accounting services department consists of qualified, experienced professionals who are well aware of the new requirements and are ready to assist. we can help you with the preparation of your entity’s accounting records, financial statements, and completion of the far. a list of our service package options can be found here.

for more information, please contact our accounting services team directly at clientaccounting@harneysfiduciary.com

what additional documents should i submit with the far?

there is no need to provide additional documents (i.e., financial statements, invoices, etc) along with the far. the far will need to be submitted as shown in the template and variations such as financial statements or other financial documents will not be accepted.

does the far needed to be signed by an authorised person (i.e. director)?

no, as the requirement stands, the far is not required to be signed.

should the information in the far be based on the consolidated or stand-alone financial statement?

the far needs to be completed on the standalone numbers for the bvi company and not consolidated figures.

do audited financial statements need to be submitted?

the submission needs to be done on the far template released by the bvi fsc as explained above. audits are not required as part of the far requirement.

is the fye and economic substance reporting date the same?

no. the economic substance reporting deadlines vary based on when the company was incorporated or if the company has elected to have a specific period for its reporting period, i.e. the calendar year.

the requirement for the far is to submit within nine months after the fye.

if you wish to align both reporting periods and harneys fiduciary is your registered agent, please contact your usual harneys fiduciary administrator and we can help arrange this.

are companies in liquidation exempted?

exempted are companies which are already in liquidation when their far is due. this means that the company doesn’t have to submit far if it submits its liquidation documents to the bvi registrar prior to the end of its financial year.

are there prescribed accounting policies or principles that need to be followed?

there are no prescribed accounting policies or principles under which the far needs to be prepared. any reputable accounting standards can be used for the preparation of the far.

are submitted fars open to the public?

when you file the fars with the registered agent, the information remains confidential and under the control of the agent. they are responsible for sharing the information with valid requests from the bvi competent authorities.

which currency can be used for preparing the far?

any major currency may be used for preparing the far.

do fars need to be audited?

the far does not require audited financial statements. submission must follow the far template.

if my entity held a regulatory license which has been recently cancelled do i still have to file a far?

if the entity has not filed financial statements with the regulator for a financial year and the far is due for that financial year, then it has to submit the far to its registered agent.

my entity is dormant. can i make an all-zeros submission?

bvi companies usually have share capital, and operating expenses such as annual government and registered agent fees, which need to be reflected on the return, therefore an all-zeros submission is not expected or recommended.

what are the consequences of not complying with the far requirement?

notification requirement:

if a company does not file its far on time, the registered agent must notify the registrar within 30 days of the due date. once such a notification is made, the entity will no longer be considered in good standing at the registry.

penalties for late filing:

• a company that fails to file the far with registered agent within the specified period may incur administrative penalties of up to usd 50,000
• the registrar may also strike the defaulting company off the register

restoring good standing:

once the overdue far is received by the registered agent, they must submit an additional filing to confirm receipt and restore the entity to good standing.

an administrative fee will be payable to cover this filing.

questions? please contact us at bvifar@harneysfiduciary.com. if you need assistance with accounting & bvi financial annual return submission you can choose one of our far packages here and we will revert accordingly to you.

industry circular 36 of 2025 – updated requirements for discontinuations
9 october 2025

the british virgin islands financial services commission (fsc) has issued a reminder to all industry participants on the procedural and documentary requirements governing the continuation of bvi companies to other jurisdictions (discontinuations).

although these requirements came into force on 1 january 2024, the fsc has observed a number of compliance issues and has re-emphasised the correct procedures under section 184 of the bvi business companies act (the act). companies seeking to continue out of the bvi must strictly adhere to these rules to ensure a valid discontinuation.

key requirements before continuation

1. advance notice and advertisement
• at least 14 days prior to filing the notice of intention to continue, a company must:
• publish an advertisement of its intention in the bvi gazette and on its website (if applicable), specifying the destination jurisdiction; and
• notify all members and creditors of its intention in writing.
• the company must then file with the registrar:
• a notice of intention to continue under the laws of another jurisdiction; and
• a declaration as required under section 184(1b)(b) of the act.
2. common compliance issues
   the registrar has identified several recurring issues:
• companies continuing out before filing the required notice of intention.
• incorrect or misleading continuation dates in filings.
• incomplete or missing declarations under section 184(1b)(b).
3. updated declaration process
   a signed written declaration must now accompany the filing in place of the previous checkbox declaration. until the online system is updated, declarations should be attached directly within the continuation filing.
4. mandatory statutory declarations
   the following three declarations must be filed:
• declaration 1: in respect of registered charges (section 184(1a))
• declaration 2: declaration of compliance (section 184(1b)(a) & (b))
• declaration 3: compliance with laws of the destination jurisdiction (section 184(2a))

official declaration forms are available on the fsc website.

next steps for bvi companies considering continuation

if your bvi company is exploring a move to another jurisdiction, we recommend the following steps to ensure a seamless process:

1. review your corporate structure and outstanding obligations, confirm that the company is in good standing and has no pending compliance issues.
2. prepare and file the 14-day advance notice, ensure advertisements and written notifications are issued correctly.
3. complete and attach all three statutory declarations – signed and included with your continuation filing.
4. coordinate with your registered agent early, to avoid rejection or delays.
5. consider your destination jurisdiction, harneys fiduciary can assist with seamless continuations into other jurisdictions such as the cayman islands, cyprus, or anguilla, helping you maintain operational continuity with minimal disruption.

how harneys fiduciary can help

our global team advises on every aspect of bvi company continuations, from preparing statutory declarations and managing filings to re-establishing your company in another jurisdiction.

whether you are relocating for strategic, regulatory, or commercial reasons, we can guide you through each step, ensuring compliance with bvi requirements and a smooth transition into your new jurisdiction.

to discuss your company’s continuation or explore alternative jurisdictions, please contact your usual harneys fiduciary representative or reach out to our corporate services team.

the rise of the digital asset fund has transformed how managers raise and deploy capital. as investors seek exposure to crypto and blockchain-based strategies, more and more funds are accepting subscriptions in cryptocurrencies. according to coinmarketcap.com, the global market capitalisation for cryptocurrency is usd 4.02 trillion, as of september 2025, and an ever-growing cohort of investors hold the bulk of their wealth on-chain. by accepting subscriptions in cryptocurrency, digital asset funds are widening their reach to investors who have access to a large pool of capital in cryptocurrency and offering clear benefits.

this introduces a fresh layer of anti-money laundering (aml), countering the financing of terrorism (cft), countering proliferation financing (cpf) and financial sanctions (fs) compliance and governance challenges for compliance officers and boards.

understanding subscriptions in cryptocurrency

a subscription in cryptocurrency is the on-chain transfer of digital assets, such as bitcoin or stablecoins, to the fund’s designated wallet in exchange for fund interests. key advantages include:

• near-instant, 24/7 global settlement
• reduced intermediary costs and foreign exchange (fx) exposure
• appeal to native web3 investors who maintain substantial on-chain liquidity

notwithstanding these benefits, the pseudonymous nature of blockchain transactions requires additional verification.

regulatory requirements

mitigation measures include:

1. accepting subscriptions only from:
   • wallets held at regulated exchanges or virtual-asset service providers (vasps) subject to aml supervision and conducting cdd on its customers. it should be noted that not all regulated exchanges or vasps have equivalent aml standards, and the jurisdiction and reputation should be assessed.
   • verified self-hosted wallets that have passed wallet identification tests and blockchain analytics risk screening.
2. using or engaging service providers to use, blockchain analytics tools to conduct risk screening on the wallet. this can help detect direct and indirect exposure to illicit activity and behaviour patterns.
3. verify the subscriber’s ownership and control of the wallet. this might be conducted through the using a micro transaction, or signature test using random message signatures. these might be conducted on live video calls or within a limited time frame providing screen shots.
4. ensuring the fund and/or appointed service provider has in place aml policies and procedures documenting these controls, including digital asset specific risk indicators and red flags.
5. provide regular aml training to directors, aml officers, and service providers which include addressing evolving digital asset typologies.
6. ensure that offering documents and subscription agreements disclose the fund’s ability to request additional information or reject/redesignate subscriptions and reserve the right to freeze or redeem interests if regulatory concerns arise. these provisions should be drafted in consultation with legal counsel.

key takeaways

a well-structured digital asset fund that accepts crypto subscriptions can unlock significant capital and attract a new generation of investors, provided it embeds robust crypto aml compliance the board of directors (or equivalent governing body) of a fund retain the ultimate responsibility for ensuring that crypto subscriptions are accepted only in accordance with the fund’s documented policies, constitutional documents and all applicable aml/cft/cpf and fs requirements. it is imperative that appropriate aml frameworks and processes are established, monitored, and periodically reviewed.

robust governance, anchored by an amlco/mlro and board oversight – remains the cornerstone of compliance and reinforces investor confidence in the integrity of the fund. aml officers and directors must not only meet the qualification and experience requirements set out under applicable jurisdictional regulations, and should also possess a demonstrable understanding of digital assets and associated risk management practices.

at harneys fiduciary, our team brings a deep expertise in digital asset fund structuring, compliance, and ongoing regulatory support. we work closely with fund managers, directors, and administrators to implement best-in-class policies and governance frameworks that ensure your fund meets the highest standards for both fiat and cryptocurrency subscriptions, whether established in the bvi or cayman islands. if you are launching a new fund or enhancing your existing compliance programme, our specialists are ready to help you navigate the complexities of crypto subscriptions and digital asset fund governance and compliance.

contact us today to discuss how harneys fiduciary can support your fund’s growth, compliance, and investor confidence in the evolving digital asset landscape.

chinese tax residents are increasingly receiving compliance enquiries from the people’s republic of china state taxation administration (sta) about offshore assets, often triggered by data shared under common reporting standard (crs) frameworks. whether you hold a foreign bank account; are a relevant party of a foreign trust or are a shareholder or director of a foreign investment entity, you should understand how your financial data is reported and classified in this tax transparent era.

this article outlines how crs works, the reporting obligations of foreign financial institutions, and the specific issues chinese tax authorities are focusing on in their enforcement. we also explain how harneys fiduciary helps clients with tailored services that support tax compliance and sustainable structure planning.

understanding crs

crs was developed by the organisation for economic co-operation and development (oecd), and is the global standard that enables countries to automatically exchange information on financial accounts held by foreign tax residents.

china began participating in crs in 2017. since then, upon entering into competent authority agreements with other countries, the sta has received detailed information about foreign accounts held by their tax residents. this includes the account balances and assets of foreign trusts or entities deemed controlled by their tax residents.

additional information such as dividends, interest, and trading income for custodial accounts is also exchanged.

chinese tax residents are taxed on their worldwide income with rates that can reach up to 20%.

what chinese authorities want to know

under crs compliance, if you are a chinese tax resident, your financial institution service providers will already be reporting your data to the sta through crs. the authorities could be using the information to raise two key questions:

financial institutions subject to crs must:

how were the offshore assets moved out of china?

the sta wants to understand the original source of the offshore funds. specifically, they seek confirmation that the offshore funds were tax-paid in china, declared appropriately under chinese tax law, and lawfully transferred overseas.

today’s crs disclosures provide authorities with a full picture of the offshore funds, allowing them to retroactively assess whether it is plausible for their tax residents to amass that tax-paid offshore wealth. the burden of proof lies with the taxpayer to demonstrate that the offshore wealth originated from income that was fully declared and taxed prior to remittance.

is the offshore income being properly reported and taxed in china?

chinese tax residents are taxed on their worldwide income. this means that the chinese tax residents are obliged to include the relevant income, including overseas income, under their names in their annual filings to the sta.

if their worldwide income is under-declared, chinese authorities may impose retroactive tax assessments and penalties.

crs classification: why entity type matters

what information is reported under crs depends on how your entity is classified. financial institutions rely on account holders to complete a self-certification form, and the classification determines what details are exchanged with tax authorities.

typical classifications include:

• financial institutions (fis): if your trust is deemed to be a financial institution itself under crs, details about its account holders, such as settlors, protectors and beneficiaries may be reportable.
• passive non-financial entities (nfes): if the entity earns mostly passive income, like dividends or interest, information about its controlling persons will be reported.
• active nfes: operating companies with genuine business activity may be excluded from reporting on individuals, provided they meet certain criteria.

a common risk is incorrect or outdated classification, which can result in inaccurate reporting, breach notices, or enforcement actions. our team collaborates closely with clients to review classifications and mitigate unnecessary disclosure.

crs enforcement trends in china

tax enforcement in china has become more data driven. since joining crs, the sta has used the exchanged information to initiate audits and compliance checks across different taxpayer segments. this includes:

• individuals holding personal bank accounts overseas
• business owners with companies listed on overseas stock exchanges
• individuals with offshore life insurance policies or investment accounts

chinese authorities now have the ability to cross-reference crs data with personal tax filings, outbound remittance records, and even immigration data. transparent structuring and full tax compliance are essential.

jurisdictional insight: hong kong and singapore

many chinese residents bank or invest through asia’s leading financial hubs. each jurisdiction participates in crs and exchanges information with china:

• hong kong: a top destination for offshore accounts; crs data flows from banks, brokers, and custodians to the hong kong inland revenue department (ird) which exchanges this information with china annually.
  
  
• singapore: a politically stable and reputable financial hub; crs data flows from financial institutions to the inland revenue authority of singapore (iras) which exchanges this information with all participating jurisdictions, including china, annually.

clients should ensure that their structures are compliant across jurisdictions.

how harneys fiduciary supports chinese clients with crs compliance

with over 20 years of experience advising high-net-worth families in asia, we understand the importance of balancing confidentiality, regulatory obligations, and long-term planning. we offer:

• entity classification and crs form support
• fatca and crs registration and reporting services
• ongoing monitoring of reporting obligations and deadlines
• trustee and fiduciary services to maintain compliant structures
• liaison with legal and tax advisers to ensure alignment with chinese regulations

whether you are a shareholder of a company, settlor, protector or beneficiary of a trust, our goal is to help you remain compliant while achieving your wealth and succession planning goals.

regulatory risks: penalties for non-compliance

failing to comply with crs obligations or to report offshore income in china can result in:

• financial penalties from the sta
• retroactive tax assessments
• scrutiny of related parties (e.g. family members, companies)
• reputational damage

even honest oversights can lead to enforcement action. proactive classification reviews, accurate crs form submissions, and tax filing coordination are essential.

key takeaways

• crs are global reporting standards that now include china as a participating jurisdiction
• hong kong and singapore all report data on chinese tax resident account holders to local tax authorities
• understanding entity classification is key. passive nfes may be seen through and expose details of its controlling persons.
• crs forms must be completed correctly to avoid inaccurate reporting
• harneys fiduciary helps chinese clients maintain compliance while achieving long-term wealth planning goals

ready to review your crs classification?

whether you have received a letter from chinese tax authorities or simply want to verify your compliance, harneys fiduciary can help.

we recommend:

• reviewing your offshore structures and entity classifications
• confirming that crs forms are correctly completed and submitted
• engaging our fiduciary and regulatory reporting team to identify and close compliance gaps

get in touch to discuss your fatca and crs obligations and receive tailored support from our expert team.

contact us to discuss your crs classification.

faqs: crs explained

基于crs框架共享的数据,中国税务居民正越来越频繁地收到国家税务总局(sta)发出的关于离岸资产的合规询问。无论您是否在境外拥有银行账户,信托,或正担任境外投资实体的股东或董事，都应了解在税务愈发透明的时代，您的财务数据是如何被报告与分类的。

本文概述了共同申报准则(crs)的运作机制、境外金融机构的报告义务，以及中国税务当局的重点执法方向；并介绍了衡力斯企业服务提供定制服务如何支持您的税务合规和可持续规划。

了解crs

crs (共同申报准则) 是由oecd (经济合作与发展组织)制定的一项全球标准，用以在全球范围内自动交换非居民金融账户信息。

自2017年中国加入crs起, 国家税务总局通过与其他国家签订协议，开始获取中国税务居民在境外开户所持金融账户的详情, 如: 账户余额、信托资产、股权等，以及相关收入, 如: 股息、利息、交易收益。中国税务居民需对其全球范围内的收入缴税，税率最高可达20%。

中国税务当局关注的焦点

中国税务机关可能基于crs获得的信息，向税务居民提出以下两个关键问题：

离岸资产的来源是否合法合规？

t税务机关关注这些资产是否已经在中国合法纳税、是否已按规定申报、以及是否合规转移出境。所有信息一目了然，税务机关或可追溯并评估财富积累的合理性，纳税人有责任证明其离岸资产的合法纳税来源。

海外收入是否在中国如实申报并纳税？

中国税务居民需将其全球收入在年度纳税申报中如实披露。若存在漏报或少报，税务机关可能会予以补征税款并处以罚款。

crs分类：为何实体分类如此重要？

报告内容取决于账户持有实体如何被分类。金融机构依据自我认证表 (self certification form) 对账户持有人进行分类，根据分类结果决定交换哪些信息。

典型的分类包括：

• 金融机构(fi)：若信托本身被视为金融机构，设立人、保护人、受益人等相关信息均可能被报告；
• 被动非金融实体(passive nfe)：如主要收入为股息或利息等被动收入，其控制人信息会被报告；
• 主动非金融实体(active nfe)：若为开展实质性经营的企业，可能符合豁免条件，无需报告个人层面的信息。

错误的分类则可能导致报告错误、进而收到违规通知或面临执法行动。衡力斯企业服务会协助客户审查与调整分类，降低不必要的信息披露风险。

中国的crs执法趋势

中国的税务执法越来越依赖数据。自crs实施以来，国家税务总局已利用交换的数据对以下群体进行审计与合规检查：

• 在境外持有个人银行账户的个人
• 在海外证券所上市公司的企业主
• 拥有境外寿险或投资账户的个人

税务机关可交叉核对crs数据、个人申报、汇款记录和出入境记录。透明结构与全面税务合规是最重要的防线。

区域视角：香港与新加坡

许多中国居民在以下区域通过当地金融机构开立账户、投资等：

• 香港：参与crs以来，金融机构将账户人的个人资料,如: 姓名、地址、税号、出生日期、账户余额、收入等上报至香港税务局(ird)，再与中国sta每年进行信息交换。
• 新加坡：金融机构向新加坡税务局(iras)报告，iras再与其他参与国 (包括中国）每年进行信息交换。

因此，无论是香港还是新加坡的结构或账户，对于中国税务居民而言都不再具备隐私属性，故必须确保结构及申报方式合规。

衡力斯企业服务如何支持中国客户的 crs 合规

凭借在亚洲20多年为高净值家族提供服务的经验，我们深知保密、安全、合规与长期规划间的平衡。我们的服务包括：

• 实体分类与crs表格填写支持
• fatca与crs注册与报告服务
• 持续跟踪报告义务与截止日期
• 担任受托人及信托服务，维护合规结构
• 与法律及税务顾问保持沟通，确保与中国法规相

不合规可能带来的监管风险

若未履行crs义务或未申报境外收入，中国税务居民可能面临：

• 中国国家税务总局的罚款
• 补缴税款并加计滞纳金
• 涉及关联方的调查(如家人、相关公司）
• 声誉损害

即便是出于无意的疏漏，也可能触发风险。衡力斯企业服务在此建议您及时审查分类、准确提交crs表格并与税务申报保持一致。

核心要点总结

• crs 已成为全球信息交换标准，中国自2017年起参与该机制
• 香港与新加坡的crs数据每年都与中国税务机关交换
• 实体分类决定报告范围，分类错误可能引致严重后果
• 中国税务机关持续加强监管与数据使用
• 衡力斯企业服务提供全方位支持，帮助实现合规与财富规划目标

准备好审查您的crs分类了吗？

无论您是已收到中国税务机关的来函，还是仅仅想核实您的合规情况，harneys fiduciary 都能为您提供协助。

我们建议您：

• 审查您的离岸架构及实体分类

• 确认crs表格已正确填写并提交

• 与我们的信托及监管申报团队合作，识别并弥补合规缺口

欢迎与我们联系，探讨您的fatca和crs合规义务，并获得我们专家团队量身定制的支持。

联系我们，讨论您的 crs 分类

常见问题解答

digital asset strategies are here to stay. once-dismissive institutions are now launching bitcoin etfs, tokenised funds, and crypto trading desks. auditors, administrators, and fiduciary providers have followed suit, while even traditionally cautious law firms are moving into fintech. with stronger infrastructure, growing regulatory clarity and a wide range of use cases, digital assets are attracting both traditional and non-traditional parties alike.

the cayman islands remains a leading jurisdiction for this space. since the introduction of the virtual asset (service providers) act in 2020, cayman has built a regulatory framework aligned with global aml/cft standards. the 2025 update to the act clarified how tokenised funds are treated, reinforcing a practical, commercial approach from the regulator. cayman’s appeal is further strengthened by fintech-focused zones like cayman enterprise city, which continue to attract web3 and blockchain innovators.

traditional investment vehicles are well-versed in compliance. but what about digital asset structures that currently fall outside regulatory scope? given the rapid growth and increasing complexity of the sector, it’s likely these vehicles won’t remain exempt for long.

global pressure is mounting to standardise aml/cft rules for digital assets. since 2019, fatf guidance has called for comprehensive due diligence regardless of whether a business fits a traditional financial model. major economies such as the eu, us, and uk are now extending aml/cft obligations to a broader range of digital asset activities. a march 2025 report from the atlantic council found that 70% of the 60 largest global economies are in the process of making substantial changes to their regulatory frameworks for digital assets.

staying ahead of these changes offers clear advantages. by implementing aml/cft protocols early, businesses can avoid expensive, last-minute overhauls. partnering with experienced providers ensures efficient onboarding, proven systems, and lower long-term risk.

at its core, aml/cft is about verifying parties, managing risk and monitoring red flags. professional providers bring the tools and expertise needed to conduct background checks, sanctions screening and ongoing risk assessments. failing to do so—even in unregulated sectors—can expose a business to fraud, financial crime, and reputational damage.

as traditional institutions expand into digital assets through tokenisation and blockchain, showing a strong compliance culture can set a business apart. it signals readiness, stability, and a commitment to long-term trust.

how we can help

harneys fiduciary offers tailored support across the digital asset space. we’re a full member of the blockchain association of the cayman islands and the cayman islands fund administrators association and licensed by the cayman islands monetary authority. we can provide comprehensive, detailed and flexible support for all your offshore needs.

the cayman islands continues to be a commonly used jurisdiction for the formation and administration of us dollar-denominated investment funds. it is known for its alignment with global investor practices, a well-established legal framework, and familiarity among fund participants and their advisors.

this article outlines key features of cayman fund vehicles, the types of managers and strategies that use them, and how other jurisdictions such as the british virgin islands (bvi), hong kong, and singapore are also being considered for complementary structuring options.

overview of cayman fund structures

the cayman islands is one of several jurisdictions commonly used by fund sponsors and investment professionals to establish pooled investment vehicles. its legal and regulatory system is based on english common law and is recognised by stakeholders across the global investment industry. cayman’s framework includes various fund types and governance models that can be configured to meet different operational needs.

structural characteristics and legal entities

fund vehicles in cayman can be established using different legal forms, including:

• exempted companies: frequently used for open-ended and closed-ended fund strategies
• segregated portfolio companies (spcs): supporting multiple portfolios within a single legal entity
• limited partnerships: often used in private capital structures

each structure is subject to a defined set of rules under local legislation and may be classified as a regulated or unregulated vehicle depending on its configuration and the investor profile. these entities are also subject to international regulatory frameworks such as the foreign account tax compliance act (fatca), the common reporting standard (crs), and applicable anti-money laundering (aml) provisions.

use by fund managers across regions

cayman structures are used by a broad spectrum of managers operating from the united states, asia, the middle east, and other financial centres. use cases include master-feeder funds, parallel fund structures, co-investment vehicles, and managed accounts. sponsors range from early-stage managers launching their initial products to institutional managers overseeing multi-strategy platforms.

the regulatory and legal framework in cayman is designed to support a variety of investment mandates across asset classes and geographies.

jurisdictional developments in bvi, hong kong, and singapore

while cayman continues to be used by many global managers, other jurisdictions have developed alternative fund regimes that may suit different regional or operational objectives.

bvi

bvi offers fund vehicles under its professional and private fund regimes, as well as an approved manager licensing option for investment managers. these are sometimes used by sponsors seeking streamlined operational models, particularly in early stages of fund development.

hong kong

the open-ended fund company (ofc) and limited partnership fund (lpf) regimes were developed to facilitate capital pooling and private investment strategies within hong kong. these structures are being adopted by fund sponsors, family offices, and local asset managers.

in practice, managers and legal counsel often coordinate use of multiple jurisdictions depending on geographic focus, investor composition, and strategic goals.

singapore

singapore’s variable capital company (vcc) framework is designed for funds operating within or targeting asia-pacific markets. the structure accommodates umbrella and sub-fund formats and may qualify for certain local tax schemes where applicable. licensing and reporting obligations require the presence of a singapore-based fund manager.

use of bvi approved managers alongside cayman funds

a number of fund sponsors choose to combine a cayman fund structure with a bvi approved manager. the approved manager regime permits qualifying entities to manage certain types of funds with reduced licensing requirements, subject to thresholds.

this combination is used in circumstances where operational simplicity and cost planning are key considerations, particularly among first-time or emerging managers. harneys fiduciary regularly assists clients establishing this model and meeting ongoing filing and compliance requirements in both jurisdictions.

trust and company services: core operational elements

regardless of jurisdiction, trust and company services are essential for legal establishment and ongoing administration. these include:

• formation and registration of entities
• provision of registered office and corporate secretarial services
• maintenance of statutory registers and filings
• appointment of directors or officers where required
• coordination with local authorities for annual returns and other obligations

these functions form the backbone of a compliant and well-governed structure. harneys fiduciary provides integrated trust and company support aligned with the legal standards of cayman and other jurisdictions.

compliance and ongoing obligations

cayman entities are subject to a range of compliance measures, including:

• fatca and crs registration and reporting
• maintenance of beneficial ownership registers
• appointment of aml officers (amlco, mlro, dmlro)
• economic substance assessments where applicable
• annual regulatory filings and audits

these obligations apply to most cayman fund entities and vary depending on classification and investor base. harneys fiduciary provides guidance and execution support across these areas to reduce administrative burden and enhance governance.

outsourcing reporting and aml functions

given the scope and complexity of regulatory filings, many sponsors choose to outsource these functions to local providers. this can include:

• fatca and crs filings (including nil returns)
• beneficial ownership compliance
• aml officer appointments
• investor onboarding and kyc/aml review services

harneys fiduciary offers a full suite of compliance services, helping clients maintain transparency and meet deadlines across jurisdictions.

support from harneys fiduciary

harneys fiduciary supports a wide variety of fund strategies by providing:

• entity formation and registered office services in cayman, bvi, and other locations
• bvi approved manager applications and filings
• crs, fatca, and economic substance compliance
• aml onboarding and officer services
• coordination with legal and fund administration teams

our team works closely with clients and their advisors to build regulatory-compliant structures that meet operational objectives and investor expectations.

faqs: cayman fund structures explained

determining where to register your yacht shapes how your vessel is recognised, insured, and operated worldwide. the british virgin islands, cayman islands, and cyprus each offer flexible service, global credibility, and strong legal standing. bvi and cayman fly the british red ensign, while cyprus adds the advantages of an eu flag and robust maritime infrastructure for vessels active in europe. whether you own a superyacht, a luxury sailing vessel, or a small recreational boat, registering in any of these three jurisdictions unlocks clear benefits that simplify ownership and enhance international operability.

benefits of bvi yacht registration

the bvi registry is a category 1 british red ensign flag and is widely used by private owners and fleet managers.

• category 1 red ensign status, extending uk consular assistance and global standing, and white‑list recognition under the paris and tokyo memoranda of understanding.
• efficient electronic submissions, same‑day provisional certificates are common, and approvals often clear within one business day once survey and title papers are uploaded.
• wide vessel acceptance, from pleasure craft to commercial yachts and small ships.
• network of local and international agents, supporting survey, classification, and ongoing compliance.
• flat renewal fees and no tonnage tax, keeping budgeting straightforward for owners of all vessel sizes.

benefits of cayman islands yacht registration

the cayman islands registry is also a category 1 british red ensign flag with an established global service network and a long record supporting large yacht fleets.

• category 1 red ensign status, with british diplomatic and naval support worldwide and white‑list standing under the paris and tokyo mou, which reduces inspection frequency.
• streamlined digital filings, provisional certificates can be issued within four working hours once core documents are lodged, and most full registrations complete in twenty‑four to forty‑eight hours.
• broad vessel eligibility, covering private, commercial, and yachts under construction, including large superyachts.
• recognised safety and compliance framework, aligned with the main international conventions, easing port clearances and insurance placement.
• fee schedule, with fixed annual renewal fees and no separate tonnage tax for pleasure vessels; ownership may be held through companies, trusts, or multi‑jurisdictional structures.

benefits of cyprus yacht registration

cyprus is an eu-flagged registry with english-influenced legal traditions and procedures tailored for owners operating in or trading with europe.

• eu flag status, facilitating access to eu ports, cabotage exemptions where applicable, and simplified customs interactions within the union.
• tonnage‑tax or fixed‑fee options, offering planning flexibility for qualifying vessels.
• widely recognised legal framework, trusted by lenders and insurers.
• open ownership rules, no nationality restrictions on owners or crew when the vessel is represented before the shipping deputy ministry.
• experienced local administrators and survey organisations, handle provisional registration within a few working days once all documents are complete, with full registration typically finalised shortly thereafter.
  
  

how each registry aligns with different ownership needs

british virgin islands, for owners based in the americas

best suited for: private or charter yachts up to about sixty metres operating in the western atlantic or caribbean.

1. single caribbean hub for registration, legal, and corporate services. 
2. smooth links with the us virgin islands for charter logistics. 
3. predictable budgets thanks to flat fees and zero tonnage tax.

cayman islands, for global cruisers and lenders

best suited for: owners of forty metre plus yachts who need financing ease and consistent compliance across hemispheres.

1. mortgage flexibility for swift refinancing.
2. large‑yacht code recognised by major charter brokers.
3. surveyors in many countries reduce yard downtime and travel costs.

cyprus, for eu‑focused operations

best suited for: owners who charter or cruise in europe and value an eu flag with vat‑efficient structures.

1. eu customs options such as temporary import and free circulation.
2. parallel‑in registration for seasonal charters without changing the primary flag. 
3. mediterranean flight networks and refit yards for timely crew changes and maintenance.
   
   

small ship registration and pleasure craft

for private owners and charter operators, streamlined small‑vessel regimes offer a practical route to compliance:

• bvi or cayman registration for vessels up to twenty‑four metres delivers uk‑equivalent small‑ship status and lower administrative requirements.
• cyprus offers a similar small‑vessel programme, with simplified rules and reduced fees for yachts under twenty‑four metres.

global service coverage

cayman, the bvi, and cyprus each maintain networks of surveyors and agents across europe, the americas, and asia, allowing owners to register, finance, and manage yachts remotely. all three flags support special‑purpose holding companies, family trusts, and ongoing compliance services, giving international owners privacy, succession planning, and a clear annual filing path.

ship registration certificates and ongoing requirements

once registered, a vessel receives a certificate that confirms its legal status and nationality, essential for port clearance, financing, and insurance. annual obligations are limited to straightforward maintenance fees and updates to particulars such as ownership or classification society status. no flag imposes hidden inspection costs for pleasure vessels.

why harneys fiduciary?

at harneys fiduciary, we offer comprehensive support throughout the yacht registration process. our team guides you through every stage, from confirming eligibility and preparing documentation to ensuring full compliance with local maritime regulations. whether registering a private yacht, a commercial vessel, or managing a fleet, we manage the regulatory details so you can focus on enjoying the journey at sea.

our services go beyond registration. we provide:

• registered office services: ensuring your vessel’s ownership structure meets local requirements and remains in good standing
• crew endorsements and coordination: assisting with the necessary flag state approvals and qualifications for captains and crew
• vessel structuring advice: including the establishment of special purpose vehicles, trusts, or holding companies through our trust and company services platform, tailored to your operational and ownership needs

with decades of experience across key maritime jurisdictions, our specialists deliver solutions that are not only compliant but also efficient and future-proof. whether you are a private owner, a family office, or a commercial operator, we help you navigate the complexities of yacht ownership with confidence and clarity.

faqs: yacht registration explained

the bvi financial services commission announced on 14 february 2025 that companies required by the act to submit their initial financial annual return (far) to their registered agent have had the deadline automatically extended by nine months.

in december 2024 the fsc granted an automatic nine month extension for entities with a 31 december period end, which remains unchanged. this most recent extension grants an extension to entities using financial year end which do not align with the calendar year.

for example an entity with a 5 april financial year end would have been required to submit their first far before 4 january 2025. this deadline has now been automatically extended by nine months to 4 october 2025.

if a company fails to meet the extended filing deadline, its registered agent must notify the bvi financial services commission within 30 days of the relevant company’s failure to file. the commission in turn may initiate enforcement action against the company.

update (24/06/2025): the fsc has announced that it will begin enforcing the financial annual return (far) regime from 1 july 2025. any entity that has not yet filed its first far, particularly those with a financial year end of 31 december 2023, should do so as a matter of urgency to avoid regulatory action.

please reach out to us if you have questions: bvifar@harneysfiduciary.com. this was originally published 18 february 2025.

company secretary services play a critical role in keeping businesses compliant, especially when operating across borders. from singapore to the cayman islands, the british virgin islands, and the united kingdom, every jurisdiction has specific legal and regulatory obligations.

at harneys fiduciary, we help clients stay on track with tailored, expert-driven company secretarial services. whether you're scaling into new markets or maintaining your current global footprint, our job is to make compliance seamless so you can focus on growth.

what are company secretary services?

company secretary services (also called company secretarial services) ensure that your business complies with legal, regulatory, and governance obligations. these services typically include, but are not limited to:

• maintaining statutory registers and minute book
• preparing board and shareholder meeting materials
• filing updates with authorities such as accounting and corporate regulatory authority (acra) in singapore, companies registry in hong kong, or companies house in the united kingdom.
• supporting directors in understanding their duties and responsibilities

in many countries, such as singapore and hong kong, appointing a company secretary is legally required. even where it's optional, like in the bvi, cayman islands or the uk for private companies, having a corporate secretarial function remains a best practice for good governance.

why company secretarial services are critical for global compliance

compliance obligations vary by jurisdiction. for example:

• singapore requires companies to appoint a qualified company secretary within six months of incorporation. failure to do so can lead to a penalty from acra of up to s$1,000.
• united kingdom mandates that public limited companies (plcs) must have a company secretary qualified under the companies act 2006.
• hong kong companies must appoint a company secretary who is a resident or licenced provider and stay compliant with the companies ordinance.

if you're running operations across two or more countries, you’ll face overlapping timelines, evolving laws, and local filing nuances. company secretarial services help you manage all this with accuracy, on time, and with a reduced risk of error.

harneys fiduciary: global company secretarial services, local expertise

we provide company secretarial services in hong kong, singapore, the uk, and across offshore jurisdictions including the british virgin islands and the cayman islands. with experts on the ground and across time zones, we offer a single point of coordination for your global compliance needs.

here’s what makes our approach different:

• cross-border coordination: we manage filings and governance updates across entities in multiple jurisdictions with consistency.
• time-zone advantage: our international team supports operations 24/7, reducing downtime and delay.
• regulatory insight: we combine legal intelligence from strategic alliance partner, harneys law firm, practical governance know-how, keeping you informed of legal opinions in relation to regulatory changes.
• scalability: whether you manage one entity or one hundred, we scale our support to match your growth.

core company secretarial services we offer

we cover the full lifecycle of governance and administration, including:

• statutory record-keeping: we maintain statutory registers and corporate records, ensuring they are accurate and audit-ready.
• board and shareholder meeting support: we prepare agendas, circulate notices, take minutes, and file necessary resolutions.
• annual compliance filings: we track deadlines and handle filings such as annual returns, confirmation statements, and director changes.
• corporate governance advisory: we offer support on director duties, corporate structure, and regulatory best practices.
• registered office and regulatory liaison: we provide registered office services and act as your liaison with local authorities.

why outsource your company secretarial services?

outsourcing your company secretarial function offers five major benefits:

• reduce compliance risk: ensuring good governance is essential to avoid regulatory missteps and protect your company’s reputation. our team is here to help you get it right from the start.
• save time and resources: focus your internal team on strategy and execution while we handle the day-to-day administration.
• access global expertise: our team understands both local rules and international expectations, giving you seamless support across borders.
• stay informed and ahead: we proactively alert you about regulatory changes that may affect your obligations.
• improve governance standards: with our support, you ensure good governance is not just maintained but optimised for future growth.

choosing the right provider for global company secretarial services

if your company operates internationally, here’s what to look for in a provider:

• jurisdictional expertise: can they advise on rules in singapore, the uk, cayman, bvi and your other regions?
• technology and tools: do they offer digital record-keeping, alerts, and filing dashboards?
• responsiveness: are they proactive and available when you need them?
• scalability: can they support your growth and entity expansion without bottlenecks?
• trust: are they established and recognised by peers and regulators?

we check all these boxes, offering scalable, tailored solutions backed by a global reputation for excellence.

ready to simplify global compliance with our company secretary services?

we support businesses around the world with seamless and reliable services. from first incorporation to long-term governance, we ensure your compliance is in expert hands.

faqs: company secretary services expanded

co-authored by janziel licayan

公司秘书服务在确保企业合规方面发挥关键作用，尤其是在跨境运营时。从新加坡，开曼群岛、英属维尔京群岛(下称bvi)到英国，各司法管辖区均有特定的法律和监管义务。

在衡力斯企业服务，我们通过量身定制、由专家主导的公司秘书服务帮助客户保持合规。无论您正扩展至新市场，还是维持现有的全球业务版图，我们的职责都是让合规流程无缝衔接，使您能够专注于业务增长。

什么是公司秘书服务？

公司秘书服务（亦称公司秘书事务服务）可确保您的企业符合法律、监管及治理义务。其通常包括但不限于：

• 维护法定登记册及会议记录册
• 准备董事会和股东大会材料
• 向主管机构提交更新，例如新加坡的会计与企业监管局(acra)、香港公司注册处，或英国公司注册处(companies house)
• 协助董事了解其职责和义务

在许多国家(如新加坡和香港)，法律要求必须任命公司秘书。即便在如英属维尔京群岛、开曼群岛或英国私人公司等可自由选择是否任命秘书的司法管辖区，设置公司秘书职能仍被视为良好治理的标杆。

公司秘书服务为何对全球合规至关重要？

不同司法管辖区的合规义务各不相同，例如：

• 新加坡要求公司在成立六个月内任命一名合资格的公司秘书，未能遵守将面临 acra 最高 1,000 新元的罚款。
• 英国规定公众有限公司(plc)必须根据《2006 年公司法》任命具资格的公司秘书。
• 香港公司必须任命常驻公司秘书或持牌服务提供者，并遵守《公司条例》。

若您在两国或以上运营业务，即可能面临时间表重叠、法律不断变化及本地申报细节差异等挑战。公司秘书服务帮助您及时、精准地管理这些事务，降低错误风险。

衡力斯企业服务：全球视野，本地专长

我们在香港、新加坡、英国以及包括英属维尔京群岛和开曼群岛在内的离岸司法管辖区提供公司秘书服务。凭借遍布各时区的专家团队，我们成为您全球合规需求的单一协调点。

我们的差异化优势：

• 跨境协调：在多个司法管辖区统一管理申报与治理更新，确保一致性。
• 时区优势：国际团队 24/7 提供支持，减少等待和延误。
• 法规洞察：整合战略合作伙伴衡力斯律师事务所的法律见解与实践治理经验，及时向您传递与监管变动相关的法律意见。
• 弹性扩展：无论您管理一家实体还是一百家，我们都能随业务增长而扩展支持。

我们提供的核心公司秘书服务

• 法定记录维护：保存并维护法定登记册和企业档案，确保准确无误、随时可审。
• 董事会与股东大会支持：制定议程、发送通知、记录会议纪要并提交所需决议文件。
• 年度合规申报：追踪截止时间并处理如年报、确认声明、董事变更等申报。
• 公司治理咨询：就董事职责、公司架构及监管最佳实践提供建议。
• 注册地址及监管对接：提供注册地址服务并作为您与监管机构的联络人。

为什么外包公司秘书服务？

外包公司秘书职能可带来五大益处：

1. 降低合规风险：确保良好治理，避免违规并保护公司信誉。我们的团队帮助您从一开始就做到正确无误。
2. 节省时间和资源：将内部团队的精力集中于战略与执行，让我们承担日常行政事务。
3. 获取全球专业知识：我们熟悉本地法规与国际准则，助您跨境无缝运营。
4. 及时掌握法规变化：我们主动提醒可能影响您义务的监管变动。
5. 提升治理水平：在我们的支持下，您不仅维持良好治理，更可为未来增长做好准备。

如何选择全球公司秘书服务提供商？

若您的企业在国际范围运营，选择服务提供商时应关注：

• 司法管辖区专业性：能否就新加坡、英国、开曼、bvi 以及其他地区的规则提供意见？
• 技术与工具：是否提供电子记录保存、自动提醒及申报仪表板？
• 响应能力：在您需要时是否积极、及时？
• 可扩展性：能否在实体扩张时无瓶颈地提供支持？
• 可信度：是否获得同行及监管机构的认可？

我们符合以上所有标准，提供可扩展、量身定制的解决方案，并以卓越的全球声誉作保证。

准备好通过我们的公司秘书服务简化全球合规流程了吗？

我们为全球各地企业提供可靠、高效的服务。无论是首次成立还是长期治理，我们都能确保您的合规事务交由专业团队处理。

常见问题

in this q&a with managing director, amy roost and director, natalia alvarez explore what this offering means to harneys fiduciary and what sets the business apart in this competitive market.

harneys fiduciary provides a full range of services for uk companies, including company formation in england and wales, assistance with the register of overseas entities, and a full suite of compliance solutions, corporate services, fund services, and private wealth management.

what does this expansion into the uk mean for harneys fiduciary?

amy: this is a really exciting step for us. the uk is a key market, not just because of its reputation as a global financial hub, but because so many of our clients already have a footprint here. expanding our services allows us to offer a more seamless, integrated experience across jurisdictions. it’s about being where our clients need us.

natalia: exactly. london is a natural fit, it’s a central hub for international business, and we’re now able to provide our services right on the ground. with regulations evolving quickly, clients are looking for reliable partners who understand the landscape and can guide them through it. that’s where we come in.

why is the uk such an attractive jurisdiction for company formation?

amy: the uk offers a stable, transparent business environment, with a clear regulatory framework and a competitive tax system. it’s long been a destination of choice for global businesses. developments like the register of overseas entities also highlight the growing need for robust compliance and that’s an area where we bring real strength.

natalia: we’re seeing a real increase in demand, particularly from international investors and private wealth clients, who want solutions that are efficient but also fully compliant. the regulatory bar is rising, and businesses need support to stay ahead of it. because we operate globally, we bring a wide perspective that helps our clients make smart, strategic decisions.

what are the main goals for the uk team and where do your strengths lie?

amy: our aim is to make it easier for businesses to navigate what can often be a complex environment. whether it's corporate, institutional, or private clients, we don’t believe in a one-size-fits-all approach, we take the time to understand each client’s needs and tailor our services accordingly.

natalia: it’s about simplifying things. we take care of the details, so our clients can focus on the bigger picture. that’s what we love doing, making things straightforward and giving clients peace of mind.

what makes harneys fiduciary different from other providers in this space?

amy: we’ve been in this industry for over 50 years, which says a lot about the relationships we’ve built and the trust clients place in us. we’ve adapted to countless changes over the years, but what hasn’t changed is our commitment to client service and staying on top of evolving regulations.

natalia: what stands out to our clients is the way we combine global capabilities with a personal touch. we’re known for being responsive, technically sharp, and genuinely invested in helping our clients succeed. we don’t just deliver a service, we build relationships.

for more information about how we can support you in the uk, please reach out to amy roost, natalia alvarez, svetlana ivanova, or bonnie sin or visit our uk services page.

开曼群岛金融管理局（下称“cima”）作为虚拟资产的主要监管机构，近期宣布启动《虚拟资产（服务提供商）法2020（生效）令》的第二阶段许可制度，并已于2025年4月1日正式生效。此次实施伴随着相关立法及监管指引的更新，进一步强化了开曼群岛在虚拟资产领域的监管框架。

在本文中，我们将重点为您介绍关键变化，助您应对并确保满足合规要求。

1) 第二阶段许可制度的实施

2025年《虚拟资产（服务提供商）法2020（生效）令》的第二阶段许可制度正式生效，实施日期为2025年4月1日。

第二阶段的监管框架专门针对虚拟资产交易平台及虚拟资产托管人，相关服务提供商需履行更多合规义务。所有在开曼群岛设立或从開曼群島境内提供相关服务的实体，均需获得cima的许可方可运营。

对于已在cima注册且正在提供虚拟资产交易平台或托管服务，并拟于2025年4月1日后继续运营的现有虚拟资产服务提供商（下称“vasp”），必须自2025年4月1日起90天内向cima提交虛擬資產服務许可申请。一旦许可获得批准，原有注册将被取消。

第二阶段许可制度并非全新监管要求，其条款早已纳入虚拟资产（服务提供商）法（下称“vaspa”）中，惟此前并未设定具体实施日期。该制度构成开曼群岛自2020年起逐步落实的分阶段虚拟资产监管体系中的关键一步。

2) 2024年《虚拟资产（服务提供商）（修订）法》（下称vasp修订法）的其他重要修订

自2025年4月1日起生效的《虚拟资产（服务提供商）（修订）法》（下称vasp修订法）引入多项实质性变更，以强化监管框架并提升投资者保障，包括：

• 定义的精确化：进一步明确并新增重要术语定义（如“可转换虚拟资产”“发起人”“所有人”），同时移除繁複表述；
• 经审计账目：在原有要求许可vasp提供年度经审计账目的基础上，cima可在特定情形下要求已注册vasp提供经审计的财务报表，例如業务性质复杂或有理由懷疑存在虚假账目的情形；；
• 董事组成：vasp须任命至少三名具备“合适及适当”资格的董事，其中至少一名为独立董事，且不得与vasp存在利益冲突；
• 信息披露责任：服务提供商须确保所有向客戶或公衆披露的内容（包括宣传材料及溝通内容）真实、准确且不具误导性。虚假陈述将构成违法行为；
• 业务变更审批：如拟對獲批准的虛擬資產业务计划進行變更或引入新服务，须事先取得cima书面同意；
• 通知义务：新增若干需通知cima的事项，包括任何針對vasp啓動的的訴訟程序，并明确vaspa第9(4)(c)條中提及的事宜，须于30日内通知cima；
• 托管信息披露要求：第10(c)条进一步细化了托管人需向客户披露的内容，cima可要求托管人向客户披露更详尽的信息，涵盖運營透明度、风险控制、虛擬資產访问机制、保险安排等；
• 资产保障措施：引入资产隔离、风险控制及记录保存等托管要求，确保客户资产的独立安全保管；
• 法定货币存放要求：代客户持有法定货币的vasp必须将资金存放在cima监管或其他低风险辖区监管的银行账户中，并与托管人自有资金隔离；
• 监管权限扩展：cima加强了對vasp的監督權，包括獲取信息权、在特定條件下撤銷許可/豁免、附條件许可及取消注冊等權力。

3) 2025年《虚拟资产（服务提供商）（修订）规章》

该规章修订了原2020年规章，并将与vasp修订法同步于2025年4月1日生效，进一步明确了vasp许可申请的具体要求。其主要更新如下：

• 引入附表1a，明确不同类型申请人须提交的文件内容：
• a部（通用信息）- 所有申请人；
• b部 - 托管服务申请人；
• c部 - 交易平台申请人.
• 申请声明：两名高级管理人员需共同签署声明，确认其充分理解vaspa及相關法律法规，并确認申请信息的准确性；
• 附表2: 明确了更新后的费用结构，包括申请费、注册费、许可费及年度续期费等；
• 费用优惠： 本地公司（根据2025年修订的《本地公司（控制）法》定义）在开曼境内提供服务的，可享标准费用10%的减免。

4) cima费用范围的扩展expansion of cima fees

根据2024年《金融管理局（修订与验证）法》（2025年1月1日起生效），cima的部分行政费用将扩展至所有受监管或登记的机构，包括所有vasp。

该法规所附附表2详列了涉及多类行政申请的收费标准，包括业务计划修改、许可证副本、名称更改及其他常见申请事项。

5) 最后，以上更新应结合cima于2024年12月发布的《虚拟资产托管人及交易平台监管措施》一并考量，以全面理解适用的新监管要求。

我们的虚拟资产及投资基金服务

衡力斯企业服务长期为虚拟资产服务提供商、投资基金、科技企业及高净值客户在开曼群岛提供全方位的实体架构与合规支持服务。作为一家领先的专业信托与企业服务机构，我们协助客户在开曼群岛设立和维护运营实体，包括公司秘书服务、獨立董事服务、注册办事处、反洗钱（aml）合规支持以及经济实质合规等关键职能。

在虚拟资产领域，我们经验丰富的团队可协助客户：

• 设立专为虚拟资产交易、托管或发行业务量身定制的实体结构；
• 提供合格董事及独立董事，以满足cima对治理结构的要求；
• 协助准备与提交注册及许可申请所需的运营文件和合规材料；
• 提供日常公司管理、记录保存及合规审查服务，确保持续满足vaspa及相关法规要求；
• 與衡力斯(harneys)法律团队緊密合作，为虚拟资产发行、交易平台运营和数字资产投资结构等提供法律与业务层面的整合支持。

同时，我们在投资基金領域亦提供全面的服務，包括基金设立、基金治理、合规与行政支持，涵盖传统及以数字资产为基础的基金架构。

我们在开曼的专家团队与衡力斯全球法律顾问保持密切协作，为客户提供整合的一站式服务，协助其在复杂的监管环境中稳健推进项目落地与持续合规。欢迎随时与我们联系，了解如何借助我们的专业团队，为您的虚拟资产或投资结构提供合适的管理及合规保障。

trusts remain one of the most effective instruments available to ultra-high-net-worth (uhnw) families for wealth management and planning for succession across generations. by separating legal ownership, which resides with the trustee, from beneficial ownership, trusts enable uhnw families to define precisely how assets should be managed and distributed. this structure allows for long-term continuity and control, helping to secure the financial wellbeing of spouses, children and other beneficiaries in line with the settlor’s wishes.

trusts also work in tandem with other planning tools, including wills that feature a pour-over clause, irrevocable life insurance trust (ilit) that provides estate liquidity, and enduring powers of attorney for instances of incapacity. trustees often coordinate across this legal framework, ensuring that the settlor’s full estate plan is effective, coherent and resilient.

control and continuity
trusts offer a high degree of control, ensuring that wealth is distributed according to the settlor’s intentions. they can be structured to provide equal or bespoke distributions such as funds for education, health care or charitable purposes. this helps reduce family disputes and supports specific life goals.

confidentiality and probate
wills become public during probate, exposing family matters to scrutiny. in contrast, trusts operate confidentiality in jurisdictions such as the british virgin islands or the cayman islands, where trust deeds are not filed publicly.

estate efficiency
trusts can reduce estate and inheritance tax exposure when structured properly. an ilit, for example, ensures the death benefit of a life insurance policy passes outside the taxable estate. in jurisdictions such as the bvi, cyprus or cayman, international trusts are often exempt from local income, capital gains and inheritance taxes. settlors must still meet their domestic tax obligations.

cross-border flexibility
for global families with assets and beneficiaries across multiple jurisdictions, trusts provide a centralised and coordinated structure. trustees, working with advisers in the us, uk, asia or latin america, manage legal reporting, tax filings and compliance across borders. this provides both clarity and efficiency.

asset protection
while not intended to shield assets from lawful claims or obligations, well-structured and properly funded trusts can provide a level of protection from future creditor exposure, assuming they are established in good faith and in accordance with legal requirements. in many cases, assets held in trust are not directly accessible to creditors of the beneficiaries, helping to support the long-term stability of family wealth.

taken together, these features make family wealth trusts a thoughtful and effective planning tool. they allow uhnw families to set clear terms for the management and distribution of assets, provide resilience against unforeseen challenges, and support long-term stewardship across generations. in doing so, they translate complex estate planning goals into enduring legal structures.

why trusts are essential in wealth planning

trusts offer far more than the simple asset transfers enabled by a will. they enable uhnw families to build in flexibility, conditional access and long-term oversight. using a trust deed and a non-binding letter of wishes, a settlor can create provisions for age-based distributions and milestone achievements. examples include graduation from university or the fulfilment of personal development goals. these tools help ensure that beneficiaries are adequately prepared for responsibility.

trusts also provide effective management for complex assets such as private equity interests, family companies or art collections. trustees, particularly professional or corporate trustees, bring fiduciary oversight and investment rigour to managing such assets and ensure they are handled with care.

confidentiality is another major advantage. trust assets do not pass through the probate system for the beneficiaries to take possession of these assets and therefore remain confidential. this is crucial for families seeking to preserve discretion over holdings such as family businesses or sensitive financial assets. wills can be structured to pour over residual assets into a pre-established trust, creating a seamless transfer of the estate.

finally, trusts provide continuity in the face of incapacity. where a will or power of attorney may require court involvement during periods of mental incapacity, a trust continues to function without disruption. trustees remain in control of the trust assets and ensure they are managed in line with the settlor’s long-term plan. this continuity is particularly valuable for families with illiquid or high-maintenance assets such as property portfolios or operating businesses.

in summary, trusts offer structured, private and professional management of wealth. they balance control and flexibility, helping families maintain stewardship and protection without exposing themselves to unnecessary risk.

key scenarios where trusts add value

succession of a family business
family businesses often pose succession challenges. a trust structure can hold ownership shares while the business continues to be run by a founder or professional managers. the british virgin islands’ vista trust regime offers a compelling solution. it allows trustees to hold company shares without intervening in operations. this preserves founder control while preparing for a smooth transition of ownership to the next generation.

support for minors or vulnerable beneficiaries
trusts offer tailored solutions for families with young children, vulnerable adults or beneficiaries with special needs. assets can be withheld until a beneficiary reaches a certain age or a milestone. special needs trusts are designed to support a beneficiary’s lifetime care without affecting their eligibility for government assistance.

managing international and multi-jurisdictional estates
with families spread across borders, dealing with multiple legal systems can be complex. trusts simplify estate management by providing a single point of control. trustees coordinate with advisers in each relevant jurisdiction to comply with reporting requirements, navigate inheritance rules and structure distributions efficiently.

liquidity for legacy and tax needs
estate taxes and legacy goals often require liquid funds. an ilit ensures a tax-free payout on the death of the settlor, creating liquidity for estate duties or legacy bequests. where estates include real estate or private company shares, a trust can be structured to sell or leverage these assets without delay, preserving stability and meeting obligations.

balancing interests in blended families
in blended families, balancing competing interests can be complex. trusts provide a framework that accommodates both the surviving spouse and children from previous relationships. for example, a trust may allocate income to a spouse for life, with the principal ultimately passing to children. this ensures each party’s interests are met fairly and clearly.

asset protection from creditors
a properly established trust can protect assets from future claims by creditors, especially where the settlor no longer retains direct control. while trusts cannot be used to evade existing debts, they may shield family wealth from future liabilities such as divorce settlements, litigation or business failures.

each of these scenarios shows how trusts provide practical, adaptable solutions. trustees work with legal and tax professionals to craft structures that reflect the specific needs of the family, the jurisdictions involved and long-term goals. when done properly, a trust becomes more than an estate tool. it becomes a lasting framework for managing family values, vision and wealth with clarity and care.

frequently asked questions (faqs)

时至今日，信托仍然是超高净值(uhnw)家庭在财富管理和代际继承规划方面最有效的工具之一。通过将法律所有权(归受托人所有)与受益权分离，信托使得超高净值家庭能够精确设定资产的管理和分配方式。这一结构具有可持续性和高度控制力，确保配偶、子女及其他受益人的所得符合设立人意愿。

信托通常与其他规划工具协同使用，如包含倾注条款(pour-over clause)的遗嘱、提供遗产流动性的不可撤销人寿保险信托 (ilit) 以及在丧失行为能力情况下生效的持久授权书。受托人常在这一法律框架下协作，以确保设立人的完整遗产计划具有成效、一致性和韧性。

控制力与连续性

信托提供高度控制力，确保财富依据设立人意愿进行分配。其结构可实现平等或个性化分配，如教育、医疗或慈善用途。这有助于减少家庭纠纷，支持家族成员实现人生目标。

保密性与遗嘱认证

如果遗嘱在遗嘱认证过程中公开，那么家庭内部事务将遭曝光。相比之下，在英属维尔京群岛(下称bvi)或开曼群岛等司法管辖区，信托契约无需公开登记，操作更具保密性。

降低继承负担

经适当结构化的信托可降低遗产及继承税负担。例如，ilit可确保人寿保险赔付不计入应税遗产。在如bvi、塞浦路斯或开曼等地，国际信托通常免于缴纳本地所得税、资本利得税及继承税。与此同时，设立人仍需履行其所在国家的税务义务。

跨境灵活性

对于在多个司法辖区拥有资产和受益人的家族而言，信托提供集中且协调的结构。受托人与来自美国、英国、亚洲或拉丁美洲的顾问合作，管理法律申报、税务申报及合规事务，提高效率与清晰度。

资产保护

虽然信托并非为逃避合法债务或义务而设，但在设立合规且资金足额的前提下，其可对未来潜在债权人提供一定程度保护。信托持有的资产通常不归受益人直接所有，从而增强家族财富的长期稳定性。

综合来说，家族信托是一种高瞻远瞩,运行高效的规划工具。它能明确管理和分配资产，增强对突发状况的抗风险能力，并支持跨世代的财富管理。

为什么信托在财富规划中至关重要

信托远不止于简单的遗产转移，它为超高净值家庭提供了灵活性、使继承人有条件地获取遗产，并起到长期监管作用。通过信托契约书及设立人意愿说明书，设立人可设定基于年龄或成就的分配条件，例如大学毕业或实现个人成长目标，从而帮助受益人做好财务管理准备。

信托亦可高效管理复杂资产，如私募股权、家族企业或艺术藏品。专业或企业受托人可提供受托义务监督与投资管理，确保资产被妥善管理。

信托的另一大优势是保密性。信托资产不通过遗嘱认证程序即直接由受益人继承，因此信息得以保密。遗嘱可设计为将剩余资产倾倒入事先设立的信托中，确保遗产平稳过渡。

此外，信托可在设立人失去行为能力时保持连续性。而遗嘱或授权书可能需法院介入，信托则不受影响，受托人继续管理信托资产，确保其与长期计划一致。这一连续性对管理不动产组合或运营企业等高维护性资产尤为重要。

信托创造价值的关键情境

家族企业继承

家族企业常面临继承难题。信托结构可持有企业股份，同时企业由创始人或专业管理者继续运营。bvi的 vista 信托制度是一种理想方案，它允许受托人持有公司股份而不干预日常运营，保留创始人控制权，同时为所有权向下一代平稳过渡铺路。

支持未成年或弱势受益人

对于有年幼子女、弱势成人或特殊需要成员的家庭，信托提供定制化方案。资产可在受益人达到某一年龄或实现特定目标后释放。特殊需求信托可保障受益人终生照护而不影响其政府资助资格。

管理国际化和多司法辖区遗产

跨国家族需要应对多个司法辖区的合规要求。信托通过提供单一控制点简化管理。受托人与各辖区顾问协调，确保合规申报、继承规则以及高效资产分配。

遗产税与遗赠需求的流动性安排

遗产税及遗赠目标通常需流动资金支持。ilit 可在设立人去世时提供免税赔付，用于缴纳税款或履行遗赠义务。若遗产包括房地产或私人公司股份，信托可快速出售或抵押资产以满足资金需求，维持稳定。

平衡重组家庭中的利益关系

在重组家庭中，兼顾现任配偶与前婚子女利益较为复杂。信托提供结构化框架，例如将收益权授予配偶终身，主权最终归子女继承，确保各方公平合理。

抵御未来债权人风险

合法设立的信托可在设立人不再保有直接控制权的前提下，对未来可能的债权人诉求提供保护。信托不得用于逃避现有债务，但可屏蔽离婚、诉讼或企业失败等潜在风险带来的经济影响。

这些情境展现了信托的实用性与适应性。受托人可联合法律与税务顾问设计符合家庭具体需求、司法辖区环境及长期目标的结构。正确设立的信托不仅是保护遗产的工具，更是维系家族价值、愿景与财富的长久架构。

常见问题

on 12 may 2025, harneys fiduciary, in collaboration with the hong kong chartered governance institute (hkcgi), hosted a seminar, "key updates to the bvi business companies act." attended by over 400 participants in-person and online, the event provided clear, actionable guidance from bvi experts at harneys fiduciary, managing directors joe cheung and amy roost, along with partner raymond ng from harneys law firm, ensuring attendees were well-equipped to navigate the dynamic regulatory landscape.

key highlights

• overview of bvi bca amendments: announced in late 2024, widespread changes to the bvi business companies act and limited partnerships act took effect on 2 january 2025. key updates include an overhaul of the beneficial ownership regime and new filing requirements for beneficial owners and interest holders, aimed at aligning the bvi with international standards, centralising data via virrgin (the bvi registry’s online system), and enforcing dissuasive penalties for non-compliance.
• new filing requirements: the seminar explored critical filing obligations, including the register of members requirements, new filings for nominee shareholder information, register of directors (with specific filings for licensed directors’ information), registers for limited partnerships, and beneficial ownership information. it also covered exemptions for certain entities from beneficial ownership filings, practicalities of filing on the virrgin platform, and an overview of required data for individuals, corporates, bvi professional directors, and share/partnership interests.
• record keeping: enhanced obligations for companies, limited partnerships, and registered agents, both before and after the amendments.
• transition period: existing entities have until 2 july 2025 to comply with the new filing requirements.
• restoration and fees: new and amended fees apply for filings, reflecting the expanded compliance framework.

panel discussion and q&a

combining fiduciary and legal expertise, the panel offered a balanced perspective on implementing the amendments, addressing practical challenges for hong kong-based entities. an interactive q&a session followed, allowing attendees to pose specific queries on compliance strategies, filing processes, and cost implications, fostering a robust exchange of insights.

how harneys fiduciary can help

harneys fiduciary is here to guide clients through the evolving bvi regulatory landscape. our tailored fiduciary and corporate services ensure seamless compliance with the amendments, empowering businesses, fund managers, and family offices to thrive.

if you have any questions or would like to request the presentation slides for a detailed overview of the bvi act amendments, contact joe cheung or amy roost to learn how harneys fiduciary can support your bvi needs.

contact us

revisit the seminar

access the seminar replay on the hkcgi online platform: tba.

special purpose vehicles (spvs) are a cornerstone of offshore structuring, used globally by fund managers, institutional investors and multinational corporates to pool capital, facilitate cross-border investments, and manage risk. despite robust regulatory requirements, the british virgin islands (bvi) and cayman islands continue to dominate as preferred jurisdictions in which to structure spvs.

this article outlines why spvs are so widely used, how the relevant regimes in bvi and cayman differ, what regulatory obligations apply, and how harneys fiduciary supports compliant, efficient spv maintenance.

why managers use offshore spvs

over the past decade, the use of bvi and cayman-incorporated spvs has significantly expanded among fund managers, specialist startup investment or syndicated investing platforms, and corporate dealmakers. from venture investing syndicates and private equity co-investment platforms to multinational corporates and insurance groups, spvs have emerged as a key structuring tool to streamline investor participation and isolate risk.

while both bvi and cayman remain popular jurisdictions for spv formation, the bvi is seeing a sharper increase in usage, particularly for single-asset structures, due to both cost efficiency and regulatory obligations which tend to be more streamlined than those in cayman when applied to typical single asset holding vehicles. cayman, meanwhile, continues to play a crucial role in institutional settings and for the formation of regulated investment funds, especially in regions in which managers, limited partners, and their onshore legal and tax advisors have come to view cayman as the market standard fund structuring jurisdiction.

the key first step for any market participant considering forming a bvi or cayman spv, regardless of where they are located globally, is to consult with their onshore legal and tax advisors to ensure that a bvi or cayman structure is appropriate in light of the location of the entity’s operators, investors and the underlying investment, and that all relevant local legal, tax and reporting obligations are understood and complied with. both bvi and cayman offer internationally respected legal systems based on english common law, flexible corporate statutes that accommodate multiple share classes and bespoke governance arrangements, whilst remaining at the forefront of global transparency through international information exchange initiatives. understanding the nuances of both jurisdictions is critical for any manager or platform structuring cross-border deals today.

bvi and cayman spvs often have complex governance arrangements, multiple share classes, wide investor bases, and directors or operators who are themselves managers of alternative investment funds. so while it is generally the case that a single investment spv incorporated in the bvi is not required to be recognised as a private investment fund under bvi rules (and there is no equivalent exemption from registration for a single investment spv in cayman, meaning that such a structure in cayman would likely need to be registered as a private fund with the cayman islands monetary authority (cima), it is essential for appropriate bvi or cayman legal advice to be taken regarding the classification and ongoing obligations of the structure. our strategic alliance partner, harneys law firm, can seamlessly assist with this advice if required.

typical assets held in spvs

spvs are designed to hold a ring-fenced asset or investment interest, and the use case is particularly prevalent in venture capital co-investments and secondary market opportunities, where multiple investors pool capital for a single deal. in the prevailing dealmaking environment, in which companies are staying private for longer and exit opportunities via the public markets remain limited, it is increasingly common to see the shares of later stage, pre-ipo companies being held in single asset spvs.

common asset types include:

• equity in private companies (often unicorn or pre-ipo)
• convertible notes and safes
• private fund interests (lp positions or side pockets)
• real estate or infrastructure assets
• insurance-linked securities or risk-linked portfolios
• structured finance products

deal-by-deal spvs and platform trends

for many emerging or specialist managers, a deal-by-deal spv strategy offers a pragmatic alternative to raising a blind pool fund. rather than pursuing a full fundraise, an spv strategy can enable managers to:

• build a track record with one or two successful exits
• create a new structure swiftly to respond to time-sensitive investment opportunities or deal flow
• test new sectors or asset classes before committing to a fund thesis
• give investors better visibility and discretion over each investment
• reduce regulatory and operational barriers to entry

in addition to a deal-by-deal spv strategy working well as an on-ramp for vcs, it is also commonly used by syndicated investing platforms for accredited investors, or where lps are backing managers under a “fundless sponsor” model. where spvs are aggregating a substantial number of investors, the fact that the spv would be included on the investee entity’s cap table as a single investor will simplify governance and the investor communication process at the level of the underlying company and its operators.

ongoing compliance and maintenance

depending on its specific structure, a bvi or cayman spv may be subject to a number of obligations, including the need to:

• maintain a registered office and agent
• having conducted an appropriate classification exercise, file foreign account tax compliance act (fatca) and common reporting standard (crs) returns or nil filings
• maintain beneficial ownership registers
• keep proper accounting records and submit returns where required
• comply with all prevailing aml / know your client (kyc) regulations which, for ease of administration and to leverage specialist knowledge of the bvi and cayman aml/kyc regimes, may involve the engagement of a client due diligence or registrar and transfer agency (rta) service to handle investor onboarding requirements and processes
• appoint anti-money laundering (aml) officers (although these are commonly only required in a regulated fund context, rather than in the context of an unregulated spv)

partnering with a knowledgeable service provider like harneys fiduciary ensures that all of these obligations are met with complete confidence.

mid-shore alternatives: hong kong, singapore, and cyprus

interest in mid-shore jurisdictions is growing across asia, particularly in hong kong, singapore, and cyprus. these financial centres are actively positioning themselves as fund structuring hubs by offering investor-friendly regulatory regimes, competitive tax incentives, and modern digital infrastructure – appealing to next-generation managers and fintech platforms.

notable features of these mid-shore jurisdictions include:

• singapore: variable capital company (vcc) regime, offering flexible fund vehicles within a well-regulated financial environment
• hong kong: open-ended fund company (ofc) and limited partnership fund (lpf) regimes, designed to bring private capital structuring onshore
• cyprus: eu-aligned framework and attractive holding company regime, supported by one of europe’s lowest corporate tax rates and extensive double tax treaty network

while these jurisdictions offer exciting regional opportunities, the bvi and cayman islands continue to lead as the preferred choice for many global fund managers, thanks to their proven advantages and enduring practical benefits:

• faster entity formation and easier administration
• broad investor recognition and comfort
• familiarity among counterparties, exchanges, and fund service providers
• flexible, deal-friendly regulatory frameworks with minimal administrative friction

for many platforms, mid-shore regimes are emerging as valuable regional complements that enhance, rather than replace, the well-established and globally trusted offshore strategies offered in bvi and cayman.

how harneys fiduciary can help

harneys fiduciary is a trusted partner to fund managers, platforms, and corporates worldwide, delivering tailored spv solutions that are cost-effective, compliant, and purpose-built. while we are widely recognised for our deep expertise in the bvi and cayman islands, we also bring substantial experience supporting clients in mid-shore jurisdictions such as hong kong, singapore, and cyprus, helping them navigate and capitalise on emerging regional opportunities with confidence.

our comprehensive services include:

• entity formation in bvi, cayman, hong kong, singapore, and cyprus
• registered office and corporate secretarial services
• fatca/crs classification, filings, and remediation
• beneficial ownership and economic substance compliance
• ‘client due diligence only’ services, enabling all aml/kyc checks on investors to be outsourced
• rta services for spvs with a high volume of investors
• appointment of aml officers and regulatory compliance support
• coordination with legal, tax, and fund administration teams

whether you are launching a single-asset spv, managing co-investment vehicles, or developing a syndicated investing platform, we provide the infrastructure and insight to help you scale with confidence – across offshore and mid-shore jurisdictions alike.

multi-jurisdictional structuring with harneys fiduciary

at harneys fiduciary, we understand that one size does not fit all. while the bvi and cayman islands remain our core jurisdictions for spv formation, we are also well-positioned to assist clients looking to establish spvs in mid-shore jurisdictions such as hong kong, singapore, and cyprus. our expertise provides:

• tailored advice on jurisdictional choice, in coordination with your onshore and offshore legal and tax advisors
• entity formation, registered office services, and regulatory filings
• aml/kyc onboarding and officer appointments, as required
• guidance on fund structuring using local regimes such as the singapore vcc or the hong kong ofc or lpf
• coordination with international administrators for seamless integration

contact joe cheung, rich gordon, or murray roberts to explore how harneys fiduciary can deliver compliant, efficient spv solutions tailored to your structure.

faqs

特殊目的公司（下称spv）是离岸结构中不可或缺的基石，广泛被全球基金管理人、机构投资者及跨国公司用于集中资本、促进跨境投资以及管理风险。尽管全球监管环境日益趋严，英属维尔京群岛(下称bvi) 和开曼群岛依然稳居spv设立首选司法辖区之列。

本文将概述spv被广泛使用的原因、英属维尔京群岛(下称bvi)与开曼群岛在相关制度上的主要差异、适用的监管义务，以及衡力斯企业服务如何协助客户实现合规且高效的spv维护管理。

为什么管理人使用离岸spv？

在过去十年中，基金管理人、专业初创投资或联合投资平台以及企业并购操盘手对设立于bvi和开曼群岛的spv的使用显著增加。从风险投资联合体、私募股权共同投资平台，到跨国公司和保险集团，spv已成为简化投资者参与流程并隔离风险的重要结构性工具。

尽管bvi和开曼群岛均为设立spv的热门司法辖区，但bvi从增长来看更为迅猛，尤其是在单一资产结构方面。这主要得益于更高的性价比，以及更简化的监管要求。而开曼则在机构环境中，尤其是在受监管投资基金的设立方面，仍然发挥着至关重要的作用。许多管理人、有限合伙人及其在岸法律和税务顾问普遍将开曼视为标准的基金设立司法辖区。

任何计划设立bvi或开曼spv的参与者，无论身处何地，首先都应咨询在岸法律及税务顾问，以确保结构设计符合经营方、投资人及基础投资所在地的要求，并了解和遵守所有相关法律、税务及申报义务。bvi与开曼均提供以英国普通法为基础、受国际认可的法律体系，灵活的公司法规允许设立多种股份类别及定制化治理结构，同时通过国际信息交换机制持续引领全球透明化趋势。对于今天从事跨境交易结构搭建的管理人或平台而言，深入理解这两个司法辖区的细微差异至关重要。

在bvi或开曼设立的spv，通常涉及复杂的治理安排、多类别股权结构及广泛的投资人群体，且其董事或运营者往往是另类投资基金管理人。需要注意的是，虽然在bvi设立的单一投资spv通常无需根据bvi法规被归类为私募投资基金（private investment fund），但开曼没有类似豁免 —— 这类结构一般需向开曼金融管理局（cima）注册为私募基金（private fund）。因此，建议在设立bvi或开曼spv时，务必获取关于法律分类及持续合规义务的专业意见。如有需要，我们的战略合作伙伴衡力斯律师事务所可提供全方位的法律咨询服务。

spv通常持有的资产类型

spv的设立旨在持有特定、封闭的资产或投资权益。这一用途在风险投资领域的共同投资及二级市场机会中尤为常见，在此类场景下，多个投资人会为同一笔交易集中资本。在当前交易环境中，由于企业停留在非上市阶段的时间越来越长，通过公开市场退出的机会受限，因此，将后期阶段、即将上市（pre-ipo）公司的股权置于单一资产spv中的情况日益普遍。

常见的spv持有资产类型包括：

• 私人公司股权（通常为独角兽企业或即将上市公司）
• 可转换票据（convertible notes）及简单未来股权协议（safes）
• 私募基金份额（有限合伙人lp持股份额或边袋账户(side pockets)）
• 房地产或基础设施资产
• 与保险相关的证券或风险关联投资组合
• 结构性金融产品

单笔交易spv及平台发展趋势

对于许多新兴或专业管理人而言，采用单笔交易spv策略，提供了相较于设立传统盲池基金（blind pool fund）更为务实的替代选择。
通过此策略，管理人可以：

• 通过一到两个成功退出项目建立业绩记录
• 快速设立新结构，以响应时间敏感的投资机会或交易流
• 在正式确立基金投资方向之前，试探新行业或资产类别
• 让投资人对每笔投资有更清晰的可见性和自主决策权
• 降低准入的监管及运营壁垒

除了作为风险投资行业的良好切入点外，单笔交易spv策略也被广泛用于针对合格投资者的联合投资平台，或者由有限合伙人支持、但无自有基金池的“无基金发起人”（fundless sponsor）模式。

当spv聚集了大量投资人时，由于spv作为单一投资人出现在被投资实体（即标的公司）的股东名册上，这种结构能够极大地简化公司治理及与投资者之间的沟通流程。

持续合规与维护要求

根据具体的结构安排，bvi或开曼spv通常需履行一系列持续义务，包括但不限于：

• 维持注册办事处及注册代理人
• 完成适当分类后，提交《海外账户纳税合规法案》（fatca）及《共同申报准则》（crs）申报或零申报
• 维护实益拥有人登记册
• 妥善保存会计记录，并在需要时提交相关申报
• 遵守现行反洗钱（aml）及了解客户（kyc）法规
  为简化流程并利用对bvi及开曼aml/kyc体系的专业理解，通常建议聘请客户尽职调查或登记与过户代理（registrar and transfer agency，简称rta）服务提供商，协助完成投资人尽职调查及入职流程。
• 委任反洗钱（aml）官员
  （注：通常仅在受监管基金中强制要求，非受监管spv一般不强制要求。）

选择与像衡力斯企业服务这样的专业服务机构合作，能够确保以上所有合规义务得到充分满足，令您无后顾之忧。

其他可选的中岸地区：香港、新加坡及塞浦路斯

在整个亚洲地区，对中岸司法辖区的关注持续增长，尤其是香港、新加坡及塞浦路斯。这些金融中心正在成为基金架构设立枢纽，通过提供投资友好的监管体系、具有竞争力的税收激励措施及现代化数字基础设施，吸引新一代基金管理人及金融科技平台的青睐。

各中岸司法辖区的显著特点包括：

• 新加坡：推行可变资本公司（vcc）制度，提供灵活的基金载体选择，且置于良好监管的金融环境下
• 香港：设立开放式基金公司（ofc）及有限合伙基金（lpf）制度，促进私人资本结构回归在岸
• 塞浦路斯：提供符合欧盟标准的监管框架及具有吸引力的控股公司制度，拥有欧洲最低的公司税率之一及广泛的双重征税协定网络支持

尽管上述中岸司法辖区在区域内提供了令人兴奋的机会，bvi及开曼群岛凭借其长期确立的优势及持续的实际效益，仍然是众多全球基金管理人首选的设立地：

• 更快速的实体设立及更简便的管理流程
• 广泛的投资人认可与信任
• 与交易对手方、交易所及基金服务商之间的高度熟悉度
• 灵活且有利于交易的监管框架，且行政摩擦极低

对于许多平台而言，中岸制度作为区域补充，能够有效强化而非取代，bvi与开曼长期以来稳健可信的离岸策略。

衡力斯企业服务如何提供支持

衡力斯企业服务作为全球基金管理人、投资平台及企业客户值得信赖的合作伙伴，致力于提供高性价比、完全合规的定制化spv解决方案。我们不仅凭借在bvi及开曼群岛深耕数十年的离岸专业经验广为认可，同时也在香港、新加坡及塞浦路斯等中岸司法辖区积累了丰富的实践经验，协助客户搭建结构，助力客户灵活把握新兴市场机遇。

我们的综合服务包括：

• 在bvi、开曼、香港、新加坡及塞浦路斯设立实体
• 提供注册办事处及公司秘书服务
• fatca/crs分类、申报与合规整改服务
• 受益所有人及经济实质合规支持
• “仅客户尽职调查”服务，帮助客户将所有投资人aml/kyc检查流程外包
• 针对高投资人数量的spv提供登记与过户代理（rta）服务
• 指派反洗钱官员及其他合规支持
• 与法律、税务及基金管理团队无缝协调配合

无论您是设立单一资产spv、管理共同投资工具，还是开发联合投资平台，我们都能为您在离岸及中岸司法辖区架构搭建过程中，提供坚实的基础设施及深度洞察，助力业务稳步扩展。

衡力斯企业服务的多司法辖区结构服务

在衡力斯企业服务，我们深知千篇一律的解决方案并不适用于每一位客户。尽管bvi和开曼群岛是我们协助客户设立spv的核心司法辖区，我们在中岸地区也同样具备强大的实力，全力支持希望在如:香港、新加坡和塞浦路斯等司法辖区设立spv的客户需求。

我们的专业服务涵盖：

• 结合客户在岸及离岸法律和税务顾问的意见，提供量身定制的司法辖区选择建议
• 实体设立、注册办事处服务及各类监管申报支持
• 投资人aml/kyc准入及反洗钱官员（aml officer）指定服务
• 基金结构搭建指导，包括协助运用新加坡vcc制度、香港ofc或lpf架构
• 与国际基金行政管理团队无缝协调对接，确保各方高效整合

如欲了解衡力斯企业服务如何为您量身定制符合法规、高效运营的spv结构解决方案，
欢迎联系 joe cheung、rich gordon 或 murray roberts 进一步探讨。

常见问题

from 2 january 2025 all bvi entities (bvi business companies and limited partnerships) are required to file details of the beneficial owners at the bvi registry of corporate affairs, via their registered agent. companies are also required to file their register of members (in addition to the register of directors which has already been required to be filed for a number of years), and limited partners need to file their register of general partners and their register of limited partners.

all entities must file beneficial ownership information, but certain entities can benefit from filing an exemption instead of the full particulars.

exemptions apply as follows:

• bvi listed entities
• bvi-regulated funds holding one of the following categories of licence: approved, incubator, public, private investment, professional; these are known specified funds. entities relying on this exemption must confirm which licensed person in the bvi has taken responsibility for holding beneficial ownership information and being able to supply it on request within 24 hours.
  • (it is intended that foreign funds regulated outside of the bvi in an equivalent jurisdiction will benefit from an exemption).
• where a licensed bvi trustee or a foreign regulated trustee holds the shares on behalf of a trust.
  
  • to apply, the foreign regulated trustee must be regulated for anti-money laundering, anti-terrorist financing and anti-proliferation financing.
  • where the trustee is not a regulated trustee either in the bvi or some other jurisdiction, the bvi entity will not qualify for an exemption: full beneficial ownership information on the parties to the trust must be filed – this would include the trustee, settlor, protector (if any), vested beneficiaries (if any). where any of the parties to the trust are corporate entities, the owners (10% or more) of that corporate entity (for eg a corporate trustee / corporate protector) would need to be reported.
• subsidiaries that are owned 75% or more by its parent entity where the parent:
• is another bvi entity that has either filed its beneficial ownership information (or is exempt from filing its beneficial ownership information for example a bvi regulated fund, bvi listed company or where the shares are held by a licensed trustee)
• is a foreign fund that maintains beneficial ownership information and can provide it to the registrar within 24 hours of request
• is a company listed on a recognised exchange.
• state-owned entities in which the bvi government or a foreign government holds more than 50% of the shares or voting rights.

where a bvi company is not itself exempt, but it has an owner in its structure that meets certain criteria then it can benefit from simplified reporting – the entity will report as having an exempted owner.

as a general guide:

• an exemption is to be filed where the bvi entity that is making the filing is exempted from reporting its beneficial ownership information (ie the bvi entity itself has a reason to not file their beneficial owners under the new rules).
• an exempted owner is a corporate entity that owns the bvi entity (ie meets the threshold of 10% or more) but there is no need to look through that entity to report a natural person – instead the bvi entity reports information on the exempted owner.

exempted owner requirements:

1. listed company parent - where the bvi entity is not a listed company but it is owned (10% or more) by a company that is listed on a recognised exchange (company “x”), the bvi entity is not itself listed and therefore cannot claim an exemption. as a result, it is required to file beneficial ownership information. since company x is a listed company and has 10% or more shares/voting rights in the bvi entity, there is no need to trace through company x to a natural person. the bvi entity must file company x as an exempted owner and enter the required particulars on company x.
   
   
2. regulated funds
   1. specified fund parent - where the bvi entity is not a specified fund itself, but is owned 10% or more (shares/voting rights) by a bvi specified fund (ie a fund regulated in the bvi), it has to file beneficial ownership information, but will file details of the fund as its exempted owner – specified fund.
   2. foreign fund parent – as above, it is intended that bvi entities owned 10% or more (shares/voting rights) by an entity which has qualified as a foreign fund will be able to file details of the foreign fund as its exempted owner – foreign fund.
      
      
3. trusts - where there is a bvi licensed trustee having 10% or more shares/voting rights and other beneficial owners having 10% or more, the bvi entity does not qualify for full exemption given that there would be beneficial ownership information to be reported on the other shareholders/beneficial owners of the bvi entity. the bvi entity would file details of all the beneficial owners and also file the bvi licensed trustee which would be reported as an exempted owner.

if you are looking for a thriving business environment, cyprus has a lot to offer for those looking to start a company in cyprus. with a strategic location at the crossroads of europe, asia, and africa, cyprus offers a dynamic business ecosystem supported by a strong legal system, a robust infrastructure, and an efficient tax regime.

the aim of this article is to describe the business opportunities in cyprus and the sectors primed for growth. it outlines the benefits of establishing or relocating a company to cyprus, explains the incorporation process through the registrar of companies, and how we can help you with setting up your company.

advantages of doing business in cyprus

• european union and organisation for economic co-operation and development (oecd) compliance: cyprus is a fully compliant eu jurisdiction, adhering to oecd guidelines and base erosion and profit shifting (beps) (initiatives, ensuring a transparent and reputable business environment
• efficient legal and regulatory framework: the cyprus legal system is based on english common law, offering stability and security for businesses
• strategic location: its geographical position makes cyprus an ideal hub for companies looking to expand into europe, the middle east, and north africa
• advanced banking and financial services: cyprus offers a well-regulated banking sector with a range of financial services tailored to businesses and investors
• notional interest deduction (nid): even though cyprus has a flat corporate tax rate of 15%, the new nid regime which was introduced in 2015 and applies to new share capital or equity introduced into a cyprus company, may reduce taxable income by up to 80%
• favourable intellectual property (ip) box regime: qualifying income from ip can benefit from an effective tax rate as low as 3%, making cyprus an efficient jurisdiction for technology and innovation-driven companies.
• efficient group reorganisations: companies undergoing mergers, demergers, divisions, or share exchanges can transfer assets and liabilities without tax implications in cyprus.
• exemption of profit from the sale of shares and securities for corporation tax purposes
• no capital gains tax except on the disposal of immovable property located in cyprus or shares representing such property
• no application of withholding tax on dividends and interest payments to non-cyprus tax residents
• robust infrastructure: cyprus boasts modern telecommunications, transportation networks, and business-friendly digital services
• highly skilled workforce: cyprus has a well-educated, multilingual workforce with expertise in finance, law, and technology
• extensive network of double tax treaties: the country has signed more than 60 double tax treaties, facilitated international business and reduced withholding tax obligations

company formation steps with the registrar of companies in cyprus

cyprus company formation is a straightforward and efficient process, typically taking around seven to ten business days. the registrar of companies in cyprus facilitates company incorporation efficiently, minimising administrative complexity and ensuring a seamless setup process.

1. selecting a company type: the first step in the incorporation process is choosing the appropriate legal structure for the company, such as a private limited company, public limited company, or another suitable entity type
2. name approval application: once the company type is determined, an application must be submitted to the registrar of companies for approval of the intended business name
3. preparation and submission of incorporation documents: upon name approval, the company must prepare and file the necessary incorporation documents, including the memorandum and articles of association, along with details of directors, shareholders and the registered office address.
4. obtaining a tax identification number (tin): after successful registration, the company must apply to the tax department for a tin.

cyprus business opportunities by sector

cyprus offers a dynamic, rapidly evolving business landscape, making it an ideal destination for entrepreneurs, multinational corporations, and investors seeking growth. its strategic location, efficient tax regime, and modern infrastructure provide a robust foundation for across various industries. below are some of the most promising business opportunities and growth sectors in cyprus:

ongoing compliance requirements

to remain in good standing, cyprus companies must adhere to the following ongoing compliance requirements:

• annual filings: companies must file an annual return he32 with the registrar of companies, including updated company details
• financial statements: cyprus companies must maintain proper books of account and submit audited financial statements annually
• tax filings: corporate tax returns must be submitted to the cyprus tax department
• value added tax (vat) reporting: if applicable, vat returns must be filed quarterly
• economic substance requirements: certain companies, particularly holding and ip companies, must demonstrate real economic presence in cyprus to comply with international tax regulations

services offered by harneys fiduciary

• company incorporation services: we take care of all the necessary steps required for the incorporation of your company and the preparation and submission of all the requested forms, allowing only a minimal input from the shareholder’s side
• registered office services: this address is different to the business address of the company where the business activities are carried out from. the registered office address is provided to receive all official communication from the government and other entities.
• director services: our professional directors have significant experience covering, accounting, auditing, fiduciary services, regulations, and risk management. we exercise independent judgment and act in the best interests of the company. we also oversee and supervise the activities and affairs of the company to ensure compliance with the applicable laws and regulations
• board support services: the team can assist by providing the board packs and agendas ahead of the meeting, accommodate on-site meetings along with video conferencing capabilities. they can also prepare the draft minutes of the meeting to circulate among attendees
• secretarial services: the annual corporate secretarial fees, as mentioned above, include the following services:
• monitoring the annual obligations of each company i.e. notification of completion of the financial statements and calling the annual general meeting of each year
• keeping the updated records and books of the company at the registered office
• corresponding with members and directors as necessary
• trust formation services: we offer all necessary services needed for the formation of a cyprus international trust, a necessary vehicle for your private wealth and estate planning
• trustee services: our trustee services provide comprehensive, professional support for establishing and managing cyprus international trusts. with extensive expertise and a client-centric approach, we ensure seamless compliance with legal requirements while safeguarding your assets and meeting your unique goals. whether for wealth management, estate planning, or philanthropic endeavours, we are committed to delivering secure and efficient solutions tailored to your needs
• accounting services: we create customised accounting solutions tailored to your company’s or group’s specific requirements. serving as an expert and adviser in matters of accounting, international financial reporting standards (ifrs) reporting and through our international network, our skilled and experienced staff assist businesses, not-for-profit organisations, and individuals to effectively manage their domestic and international accounting
• bank account opening and administration: assistance with the opening of your company’s bank account and ongoing maintenance and administration
• ancillary services: we help with any additional services needed for your company, such as registration with the vat or tax departments
• ad hoc services: we utilise our extensive network to provide the services you require to effectively manage your cyprus entity, including advisory and compliance services

contact theodoros assiotis or marisa efstathiou to discover how we can assist you in establishing your cyprus-based business.

如果您正在寻找一个充满活力的商业环境，塞浦路斯无疑是创办公司的理想之地。凭借其处于欧洲、亚洲和非洲交汇处的战略位置，塞浦路斯拥有充满活力的商业生态系统、完善的法律体系、稳健的基础设施以及高效的税收制度。

塞浦路斯对企业的主要优势

• 名义利息扣除 (nid)：自2015年起实施，适用于向塞浦路斯公司注入的新股本或资本，最高可将应税收入减少80%。
• 优惠的知识产权税制 (ip box)：合资格的知识产权收入可享受最低2.5%的有效税率，吸引科技与创新型企业。
• 企业所得税税率为12.5%。
• 符合欧盟与经合组织 (oecd) 规范：塞浦路斯完全遵守beps和oecd标准，营造透明且值得信赖的商业环境。
• 高效的法律与监管体系：法律体系基于英国普通法，为企业提供可预见性与保障。
• 战略地理位置：是企业进军欧洲、中东和北非市场的理想枢纽。
• 先进的银行与金融服务：提供良好监管的银行体系及定制化金融服务。
• 完善的基础设施：拥有现代化的通讯、交通网络及企业友好型数字服务。
• 高素质人才：受过良好教育的多语种人才，精通金融、法律和科技领域。
• 就业收入优惠政策：首次在塞浦路斯就业的人员，满足特定条件后可享受50%的个人所得税减免。
• 广泛的双重征税协定网络：已签署逾60个协定，便于国际业务并减轻预提税负担。
• 单边税收抵免：无论是否与他国签有协定，公司都可抵免境外收入的已缴税款。
• 税收中性重组机制：并购、分立、股权交换等重组交易可免于征税。
• 股权和证券出售收益免税。
• 除不动产转让外，无资本利得税。
• 无遗产税：适合进行财富与家族规划。
• 对非税务居民支付的股息和利息可享预提税豁免。
• 针对非本地税务居民的个税优惠政策。

在塞浦路斯注册公司的步骤

在塞浦路斯注册公司流程简单高效，一般仅需7至10个工作日完成。公司注册处致力于简化行政流程，确保顺利设立。

1. 选择公司类型
2. 申请公司名称核准
3. 准备并提交注册文件(如公司章程等）
4. 向税务部门申请公司税号(tin)，一般5个工作日内确认

塞浦路斯的重点行业及机会

塞浦路斯不断发展的商业环境，为企业家、跨国公司与投资者提供诸多机会。以下为最具潜力的行业领域：

1. 金融服务与金融科技（fintech）

• 外汇与差价合约平台
• 金融科技与支付系统
• 投资基金管理

2. 航运与海事

• 欧盟认可的吨位税制度
• 世界领先的船舶管理中心之一

3. 信息科技与创新

• 软件与app开发
• 网络安全与数据保护
• 区块链与加密行业

4. 房地产与建设

• 高端住宅项目
• 商业地产开发
• 基础设施投资

5. 可再生能源与可持续发展

• 太阳能与风电项目
• 能源储存与绿色建筑

6. 旅游与酒店业

• 奢华酒店与度假村
• 医疗与健康旅游
• 生态旅游

7. 教育与职业培训

• 国际大学与专业培训机构持续增长

8. 医疗保健、制药与生物科技

• 私人诊所与专业医疗中心
• 制药制造与科研
• 生物科技与生命科学

9. 企业持续合规要求

• 年度申报：需向公司注册处提交he32表，更新公司信息
• 财务报表：需保留账目并提交审计后的年度财务报表
• 税务申报：需按期向税务部门申报企业所得税
• 增值税（vat）报告：若适用，每季度需提交vat申报表
• 经济实质要求：特定公司（如控股公司或知识产权公司）需具备实体经营存在

衡力斯企业服务提供的服务

• 公司注册服务：涵盖所有注册步骤及表格准备与提交，最大限度减少股东投入
• 注册地址服务：接收政府与相关机构正式通讯的法定地址
• 董事服务：由经验丰富的专业董事担任，涵盖会计、审计、风险控制及监管事务
• 董事会支持服务：协助准备会议文件、议程，支持现场或远程会议，并撰写会议纪要草稿
• 公司秘书服务：包括监控年报义务、更新法定记录、协调董事与成员之间的沟通
• 信托设立服务：为您设立塞浦路斯国际信托提供全套服务，助力财富与家族规划
• 受托人服务：专业管理信托资产，确保合法合规，量身打造财富传承与慈善方案
• 会计服务：根据公司或集团需求定制会计方案，提供ifrs报告及全球会计税务支持
• 移民服务：协助申请塞浦路斯税务居民身份或员工迁移
• 银行开户与管理服务：协助企业开立并维护银行账户
• 辅助服务：如vat注册、税务注册等相关事务办理
• 特别定制服务：提供合规与咨询支持，帮助高效管理塞浦路斯实体

欢迎联系我们，了解我们如何助您在塞浦路斯顺利设立公司并拓展业务。

the automatic exchange of information (aeoi) framework continues to shape how financial institutions meet their international tax reporting obligations. whether you are a fund manager, trustee, or compliance officer of a reporting financial institution, understanding your reporting obligations is key to safeguarding your business from reputational and financial risks.

this article explores aeoi's purpose, outlines foreign account tax compliance act (fatca) and common reporting standard (crs) compliance requirements, and offers insights into the jurisdictional nuances and risks associated with non-compliance—especially in the british virgin islands (bvi) and cayman islands. we also highlight how harneys fiduciary supports clients with aeoi services tailored to their specific structures and jurisdictions.

understanding aeoi

aeoi is a global tax transparency initiative developed by the organisation for economic co-operation and development (oecd). it enables jurisdictions to automatically exchange financial account data to combat tax evasion and improve international cooperation.

under this framework, local tax authorities collect financial data from reporting financial institutions (rfis) and share it with other jurisdictions under bilateral or multilateral agreements. rfis are required to identify account holders who are tax residents outside the jurisdiction and report their account details annually.

aeoi and the crs: what you need to know

the common reporting standard (crs) is one of the key components of aeoi. developed by the oecd, crs sets the global standard for the automatic exchange of financial account information.

financial institutions subject to crs must:

• conduct due diligence to determine account holders' tax residencies
• identify reportable accounts
• submit annual returns to local tax authorities
• file crs compliance forms, even when no reportable accounts exist (nil returns)

currently, in jurisdictions like the cayman islands, fatca and crs returns are due by 31 july and crs compliance forms by 15 september each year. in the bvi, fatca and crs returns are due by 31 may each. stay up-to-date with cayman islands and bvi compliance calendars.

fatca and crs compliance requirements

the fatca is a us law that requires financial institutions outside the us to report information on financial accounts held by us taxpayers. like crs, fatca requires registration, due diligence, and annual reporting.

obligations include:

• registration with the irs and local authorities
• identification and classification of account holders
• accurate and timely annual submissions

fis must be vigilant in validating data and maintaining internal controls to avoid fines and enforcement actions for non-compliance.

aeoi reporting: key compliance steps for financial institutions

successful aeoi reporting requires a structured and proactive approach:

• register your entity with the appropriate tax authorities
• classify financial accounts and entities accurately
• perform due diligence using crs and fatca procedures
• identify reportable account holders which are tax residents of countries with which the bvi or cayman has entered into bilateral or multilateral exchange of information treaties
• submit reports through local portals such as the cayman department of international tax compliance (ditc) or bvi financial account reporting system (bvifars)

the failure to report, misclassify an account, or miss a deadline may result in breach notices and fines.

aeoi in the cayman islands: localised responsibilities and deadlines

cayman islands financial institutions must:

• register with the tia via the ditc portal
• submit annual fatca and crs returns
• appoint an fatca responsible officer, principal point of contact, and an authorising person
• ensure internal compliance frameworks meet cayman tia standards.

the cayman tia takes a proactive enforcement approach. non-compliance can trigger penalties up to ci$1000 and regulatory scrutiny.

harneys fiduciary provides on-the-ground support in cayman, including full-service aeoi and aml appointments.

jurisdictional considerations in the bvi

bvi financial institutions are also subject to crs and fatca regimes. the international tax authority (ita) oversees compliance. fis must:

• register with the ita via the fars portal
• conduct tax residency self-certification
• maintain due diligence records
• submit accurate reports via bvifars

breach notices and enforcement follow failures to submit returns or maintain a compliant audit trail.

automatic exchange of information countries list

over 120 jurisdictions participate in aeoi through crs. these include:

• cayman islands
• british virgin islands
• china
• hong kong
• united kingdom
• singapore
• switzerland
• all eu member states

for a full list, visit the oecd implementation page.

comprehensive aeoi services: how harneys fiduciary supports your compliance requirements

we offer a complete range of aeoi services:

• fatca and crs classification, registration, due diligence, and reporting
• ongoing regulatory monitoring

we also liaise directly with administrators and local authorities to resolve regulatory inquiries, breach notices and provide remediation plans.

regulatory risks and the case for ongoing vigilance

with global enforcement increasing, even inadvertent errors can lead to:

• fines and breach notices
• disruption to fund operations
• reputational harm

proactive internal controls, consistent data review, and expert oversight are essential to stay compliant.

key takeaways

• aeoi is the global standard for tax transparency
• fatca and crs compliance require diligence, accuracy, and punctuality
• cayman and bvi have strict reporting frameworks and deadlines
• harneys fiduciary provides tailored aeoi services to reduce risk

ready to review your aeoi framework?

navigating the aeoi and crs landscape requires more than ticking boxes. it demands a deep understanding of evolving requirements, careful attention to detail, and the ability to respond quickly to new guidance or enforcement action.

whether you're looking to enhance your current reporting processes or starting from scratch, harneys fiduciary is here to help. our team brings years of hands-on experience in bvi and cayman aeoi compliance, offering practical solutions that deliver peace of mind.
let us help you stay compliant and confident. we recommend you:

• review your entity’s current aeoi compliance framework
• engage our regulatory reporting services team to address any gaps
• stay informed by subscribing to our latest insights and compliance updates

contact us to discuss your aeoi obligations.

faqs: aeoi compliance explained

金融账户涉税信息自动交换（下称aeoi, ）框架正持续重塑金融机构履行国际税务申报义务的方式。无论您是基金管理人、受托人，还是申报金融机构的合规负责人，清晰了解您的申报责任是保护企业免受声誉与财务风险的关键。

本文将介绍 aeoi 的背景与目标，概述《外国账户税务合规法案》（下称fatca）与《共同申报准则》（下称crs）的合规要求，并重点分析在英属维尔京群岛（下称bvi）与开曼群岛中常见的辖区差异及违规风险。我们亦将说明 衡力斯企业服务如何根据不同结构与司法辖区，为客户量身定制 aeoi 服务。

什么是 aeoi？

aeoi( automatic exchange of information) 是由经济合作与发展组织（下称oecd）推出的全球税务透明计划，旨在通过自动交换金融账户信息，打击跨国逃税行为，推动国际税务合作。

在该框架下，各司法辖区的税务机关会从申报金融机构（reporting financial institutions，简称 rfis）收集相关账户数据，并根据双边或多边协议将其共享至其他国家。金融机构有责任识别账户持有人是否为非本地税务居民，并每年向当地税务机关报告其账户信息。

crs 与 aeoi 的关系：您需要了解什么？

crs是 aeoi 框架下的核心制度之一，由 oecd 推出，是目前全球用于自动交换金融账户信息的标准。

金融机构如需遵守 crs，必须：

• 进行尽职调查，以确定账户持有人的税收居民身份识别应申报账户
• 向本地税务机关提交年度申报
• 即使无应申报账户，也需提交“零申报”及合规表格

目前在开曼群岛，fatca 与 crs 申报截止日期为每年 7 月 31 日，crs 合规表格截止日期为 9 月 15 日；在 bvi，fatca 与 crs 的截止日期则统一为每年 5 月 31 日。

fatca 与 crs 的合规要求

fatca 是美国法律，要求境外金融机构申报美国纳税人在其开立的账户信息。与 crs 类似，fatca 也要求完成注册、尽职调查与年度申报。

核心义务包括：

• 向美国国税局（irs）及当地税务机关注册
• 对账户持有人进行身份识别与分类
• 准确并按时提交年度申报

金融机构必须高度重视数据准确性及内部控制，避免因违规遭遇罚款与监管处罚。

金融机构的 aeoi 申报关键步骤

成功履行 aeoi 义务需具备清晰且主动的合规策略，包括：

• 向相关税务机关完成实体注册
• 准确进行金融账户及实体分类
• 根据 crs 与 fatca 要求进行尽职调查
• 识别属于与 bvi 或开曼群岛签署信息交换协议国家的应申报账户持有人
• 通过本地平台提交申报（如开曼国际税务合规局 ditc 或 bvi 的 bvifars 系统）

未按时申报、错误分类账户或错过截止日期，可能导致违规及罚款。

开曼群岛的 aeoi 合规重点

开曼群岛的金融机构必须：
• 通过 ditc 平台向税务信息管理局（tia）注册
• 每年提交 fatca 与 crs 申报
• 指定 fatca 负责人、主要联系人与授权人员
• 确保其内部合规框架符合 tia 要求

开曼 tia 采取积极的执法立场。未能履行义务者，最高可被处以 ci$1000 的罚款，并面临监管调查。
衡力斯企业服务 在开曼提供本地支持，包括全套 aeoi 及 aml 任命服务。

bvi的辖区要求

bvi 的金融机构同样需遵守 crs 与 fatca 制度。其由国际税务局（ita）监管，机构须：
• 通过 fars 系统向 ita 注册
• 完成账户持有人的税务居民身份自我认证
• 保留尽职调查记录
• 通过 bvifars 平台准确提交申报

如未申报或未保留合规记录，ita 将发出违规通知并采取执法行动。

参与 aeoi 的司法辖区

目前已有超过 120 个国家和地区参与 crs 机制，包括但不限于：

• 开曼群岛
• 英属维尔京群岛
• 中国
• 香港
• 英国
• 新加坡
• 瑞士
• 所有欧盟成员国

完整名单可访问 oecd 实施页面。

衡力斯企业服务如何支持您的 aeoi 合规要求

我们提供全面的 aeoi 服务，包括：
• fatca 与 crs 的分类、注册、尽职调查与申报
• 持续的法规监控与更新
• 与管理员与当地监管机构直接沟通，协助处理违规通知并制定补救计划

监管风险与持续警惕的重要性

随着全球监管日益加强，即使无意的疏忽也可能导致：

• 高额罚款与违规通报
• 基金运营中断
• 声誉损害

因此，主动的内部控制、数据持续审查以及专业合规支持是维持合规的关键。

核心要点总结

• aeoi 是全球税务透明的新标准
• 遵守 fatca 与 crs 需保持尽职调查、数据准确与按时申报
• 开曼与 bvi 的申报制度严格、截止时间明确
• 衡力斯企业服务提供定制化 aeoi 服务，助您规避合规风险

准备好审查您的 aeoi 框架了吗？

应对 aeoi 与 crs远不只是照章行事，更需要深刻理解不断变化的法规要求、注重细节并具备快速响应能力。

无论您是希望优化现有流程，还是从头开始构建合规体系，衡力斯企业服务均可提供专业支持。我们的团队在 bvi 与开曼群岛 aeoi 合规方面拥有多年实战经验，致力于为您提供务实、安心的解决方案。

我们建议您：

• 审查实体当前的 aeoi 合规框架
• 与我们的监管报告团队合作，识别并修补潜在合规缺口
• 订阅我们最新的洞察与法规更新，保持信息同步

📩 联系我们，探讨您的 aeoi 合规事务。

常见问题（faqs）：aeoi 合规解读

setting up an offshore fund structure can be a strategic move for fund managers seeking to attract global investors, benefit from a tax neutral jurisdiction, and operate in a well-regulated environment. however, first-time fund managers often need guidance on where to start when navigating jurisdictional regulations, compliance requirements, and service provider selection.

this guide outlines four key considerations when establishing your offshore fund, focusing on jurisdiction selection, regulatory balance, legal accessibility, and service provider expertise.

1. selecting a reputable jurisdiction

the jurisdiction you choose plays a fundamental role in the success of your fund. investors typically favour well-established financial centres with robust legal frameworks and strong investor protections.

key jurisdictions for offshore funds:

• british virgin islands (bvi): known for being a cost-effective and flexible option with streamlined regulatory processes, often appealing to emerging .
• cayman islands: a global leader in hedge fund structures, offering a stable regulatory environment. cayman funds are widely recognised by institutional investors and boutique hedge funds alike.
• other financial : hong kong, miami, london, and singapore serve as feeder fund markets that complement offshore fund structures.

2. understanding the regulatory landscape

offshore fund structures, including boutique hedge funds and offshore mutual funds, should align with both investor expectations and regulatory requirements. first-time managers should evaluate whether a jurisdiction offers:

• clear yet flexible compliance frameworks
• efficient fund approval processes
• recognised legal structures preferred by institutional investors

bvi and cayman approved fund regimes

selecting the right jurisdiction impacts setup timelines, ongoing compliance obligations, and fund growth potential. two of the most effective solutions for emerging managers are:

bvi approved manager regime

the bvi approved manager regime offers a simplified, cost-effective entry point for emerging fund managers. designed to reduce regulatory barriers, it allows investment managers to operate efficiently

key benefits of the bvi approved manager regime:

• lower compliance costs compared to more heavily regulated alternatives
• a fast registration process (typically two to four weeks)
• no physical presence requirement in the bvi
• light-touch regulatory reporting, reducing administrative burdens

cayman islands fund structures

the cayman islands remains the dominant jurisdiction for hedge funds, providing institutional-grade fund structures widely recognised by global investors. while cayman funds have robust compliance requirements, they offer more flexibility for fund growth and investment strategies. for latin american fund managers, certain considerations should be kept in mind when establishing an investment fund.

key benefits of cayman funds:

• broad acceptance among institutional investors
• a sophisticated, internationally recognised regulatory framework
• access to a well-developed financial services ecosystem, including top-tier administrators, auditors, and custodians
• greater structuring flexibility for hedge funds, private equity, and offshore mutual funds

our fund structuring insights

emerging fund managers often seek structuring solutions that balance operational efficiency with regulatory credibility. many align the fund vehicle with the preferences of their target investor base, often selecting a cayman islands fund due to its broad recognition and acceptance among international investors. at the same time, managers may choose to establish the investment management entity in a jurisdiction that offers flexibility and streamlined regulatory requirements.

by combining a bvi approved manager with a cima regulated cayman fund, managers can benefit from the strengths of both jurisdictions. this structure supports an efficient setup for the management company, whilst the cayman fund structure meets the expectations of a broad investor audience. establishing the manager in bvi offers a simplified approval process and facilitates a timely launch, which is particularly valuable for first-time fund managers focused on speed to market.

those who adopt this integrated approach early are often better positioned to manage regulatory requirements and avoid delays in launching their fund. engaging service providers with multi-jurisdictional expertise helps ensure smooth coordination and mitigates potential operational challenges.

which option is right for you?

determining the best solution depends on your investment strategy, regulatory preferences, and long-term goals. our experts can guide you through the process and tailor a structure that aligns with your needs. get in touch with us to explore the right approach for your fund.

3. access to legal advice

legal support is crucial in structuring an offshore fund. consider whether legal advice is easily accessible in your home jurisdiction. harneys fiduciary, along with our strategic alliance partner harneys law firm, provides expert guidance to fund managers in:

4. choosing the right service providers

managing an offshore fund involves navigating different legal and regulatory frameworks, tax structures, and reporting obligations across multiple jurisdictions. this complexity makes it essential for fund managers to engage with experienced professionals who can provide guidance on regulatory compliance, operational efficiency, and risk management.

offshore funds benefit from the support of experienced fund administrators, auditors, and custodians who understand the nuances of each jurisdiction. when selecting service providers, key considerations include:

• experience with offshore fund structures
• presence in key financial centres
• strong reputation and reliability

working with established service providers simplifies fund management and enhances investor confidence.

final thoughts

setting up an offshore fund requires careful planning and expert guidance. by leveraging both bvi and cayman jurisdictions, balancing regulatory obligations, ensuring legal accessibility, and working with experienced service providers, fund managers can optimise their fund structure while minimising complexity.
harneys fiduciary provides comprehensive support in fund structuring, compliance, and regulatory matters. get in touch with our team to explore the right approach for your fund.

faqs

对于基金管理人而言，他们希望能够在良好监管环境下运营，从税收中性的司法辖区中受益，从而吸引全球投资者。设立离岸基金结构无疑是一项有效的战略举措。然而，对于首次设立基金的管理人来说，在司法辖区选择、合规要求及服务提供商遴选方面，往往需要明确的指引。

本指南列出了设立离岸基金时的四个关键考量，重点包括司法辖区选择、监管平衡、法律可及性以及服务提供商的专业知识。

1. 选择值得信赖的司法辖区

所选择的司法辖区对基金的成功至关重要。投资者通常偏好具备成熟法律体系与强大投资者保护机制的国际金融中心。

常见的离岸基金司法辖区包括：

• 英属维尔京群岛（下称bvi）：以高性价比和灵活性著称，监管流程简化，常受到新兴管理人青睐。
• 开曼群岛：对冲基金结构的全球领导者，拥有稳定的监管环境，并广受机构投资者和精品对冲基金的认可。
• 其他金融中心：如香港、迈阿密、伦敦和新加坡，常作为引导基金市场，补充离岸基金结构的完整性。

2. 理解监管环境

离岸基金结构，包括精品对冲基金及离岸共同基金，应同时满足投资者预期与监管要求。首次设立基金的管理人应评估以下因素：

• 合规架构是否清晰而灵活
• 基金审批流程是否高效
• 司法辖区是否具备被机构投资者广泛接受的法律结构

bvi 与开曼获准基金制度

司法辖区的选择直接影响设立时间表、持续合规义务以及基金的成长潜力。对于新兴管理人而言，以下两种结构尤为高效：

bvi 获准管理人制度

该制度为新兴基金管理人提供了一个简化、具成本效益的切入点，旨在降低监管壁垒，提升运营效率。

bvi 获准管理人的优势包括

• 相较于监管更重的选项，合规成本更低
• 注册流程快捷（一般为两到四周）
• 无需在 bvi 实体办公
• 监管报告要求较轻，行政负担低

开曼群岛基金结构

开曼群岛仍是对冲基金的首选司法辖区，具备全球机构投资者认可的高标准基金结构。虽然合规要求严格，但其在基金增长和策略实施方面提供更大灵活性。对于拉美地区的基金管理人，设立开曼基金时还应考虑当地特有因素。

开曼基金的核心优势：

• 获得全球机构投资者的广泛接受
• 拥有成熟且国际认可的监管体系
• 可接入高水平金融服务生态系统，包括领先的管理员、审计师及托管人
• 在对冲基金、私募股权与离岸共同基金等领域拥有更大的结构灵活性

我们的基金结构见解

新兴管理人常寻求兼顾运营效率与监管可信度的结构方案。许多管理人会根据目标投资者的偏好选择基金载体，开曼群岛因其广泛认可常为首选。同时，管理人可能会在另一个司法辖区设立投资管理实体，以寻求更大的灵活性及简化的监管要求。
例如，将 bvi 获批管理人与受开曼金融管理局（cima）监管的开曼基金相结合，可兼具两地优势——bvi 的设立效率与开曼的全球投资者吸引力。这种组合能加速启动进程，尤其适合追求快速上市的首次基金管理人。
越早采用该整合结构，越能有效管理监管要求，减少设立延误。聘请具备跨辖区专业知识的服务提供商，将有助于确保高效协调并降低潜在运营风险。

哪种选择更适合您？

最佳结构取决于您的投资策略、监管偏好和长期目标。我们的专家团队可为您量身定制适合您基金的结构方案。欢迎与我们联系，了解更适合您的路径。

3. 获取法律支持

法律顾问在设立离岸基金时至关重要。请确认您所在国家或地区是否便于获得相关法律意见。

4. 挑选合适的服务提供商

运营离岸基金涉及跨司法辖区的法律与监管框架、税务结构及申报义务，过程复杂。因此，基金管理人必须依赖经验丰富的专业人士，获取有关监管合规、运营效率及风险管理的指导。

成熟的基金管理员、审计师和托管人深谙各辖区的特定要求，为离岸基金提供强有力的支持。

选择服务提供商时应关注以下要点：

• 是否具备离岸基金架构经验
• 是否在主要金融中心设有分支机构
• 是否拥有良好的声誉与可靠性

与成熟服务机构合作，不仅简化基金管理流程，也有助于增强投资者信心。

结语

设立离岸基金需要周密的规划与专业指导。通过合理运用 bvi 与开曼两地的优势、平衡监管义务、确保法律可及性，并与经验丰富的服务提供商合作，基金管理人可在优化基金结构的同时降低整体复杂度。
衡力斯企业服务在基金结构设计、合规及监管事务方面提供全方位支持。欢迎联系我们的团队，共同探索最适合您基金的解决方案。

常见问答（faqs）

beneficial ownership reporting obligations for british virgin islands companies and limited partnerships have been overhauled effective 2 january 2025.

it is important to note that the key obligations fall on the entity so entities and their directors or general partners should be aware of their obligations, as the potential penalties for non-compliance are significant. entities are required to identify their beneficial owners and report this information to their registered agent.

previously, all companies and limited partnerships registered in the bvi were required to report information regarding their beneficial ownership to their registered agent for onward reporting into a secure central database. this system now been replaced by a new requirement to file beneficial ownership details with the registry of corporate affairs. to support the register of beneficial owners, all bvi companies are required to file registers of directors and shareholders and all bvi limited partnerships must file their register of general and limited partners. these registers must be filed within 30 days of incorporation to ensure compliance. failure to meet this deadline may result in penalties for late or non-filing.

certain categories of investment funds and listed companies (and their subsidiaries) are exempt from filing the full registers. instead, exempted entities must submit details of their exemption status to the registry (see below).

this guide outlines the background to these regulatory updates, details the new filing obligations for companies and limited partnerships, explains exemptions available to certain entities and provides guidance on the filing process.

who is a beneficial owner (bo)?

the definition of beneficial owner is set out at section 2 of the bvi business companies 2004 (act) as: “a natural person who ultimately owns or controls a company or limited partnership and includes in the case of a legal person other than a company whose securities are listed on a recognised exchange, a natural person who:

• subject to section 96a(11), ultimately owns or controls, whether directly or indirectly, 10% or more of the shares or voting rights in the legal person
• holds, directly or indirectly, the right to appoint or remove a majority of the directors of the board (“board of directors”) of the legal person, or
• otherwise exercises control over the management of the legal person"

further guidance is given in the bo regulations that consideration must be given to the level of rights exercisable by the individual. beneficial ownership by way of control should be filed where an individual, directly or indirectly:

1. controls 10% or more of the voting, or equivalent, rights of a legal entity
2. controls 10% or more share of the capital or profits of a partnership
3. has the right to appoint or remove a majority of the board of directors (or equivalent
   management body) holding a majority of voting rights on all or substantially all
   matters, or
4. has the right to exercise significant influence over the activities of the legal entity

the virrgin system has the following sub-categories in exercising control:

1. power to appoint or remove the majority of senior management
2. power to appoint or remove directors
3. power to appoint or remove partners
4. control through debt instruments
5. power to direct or veto investment decisions
6. power to direct or veto profit share

when filing the percentage interest must be specified in relation to ownership interest and voting rights held by each beneficial owner.

where an entity is unable to identify individual as holding a 10% interest (in shares or voting rights) or otherwise exercising control the entity will need to identify a senior managing official.

which entities are exempt?

broadly, continuing obligations are imposed on all entities to identify and report certain information regarding their beneficial ownership. there are certain exemptions, however this does not eliminate their filing obligations. instead, exempt entities must submit basic details regarding their exempt status.

exemptions are as follows:

• entities whose shares are listed on recognised exchanges are exempt.
• bvi regulated fund vehicles (private, professional, public, private investment, incubator and approved funds) are also exempt provided that the information can be provided to the registrar within 24 hours of request by either the fund’s administrator (if regulated in the bvi), the authorised representative or other person licensed by the fsc with a physical presence in the bvi. the name and address of the person that is holding the information must be filed with the registrar.
• where a company's shares are held by a regulated trustee, being either a bvi trustee licensed under the banks and trust companies act, 1990, or a trustee regulated in another jurisdiction for anti-money laundering, counter-terrorism and counter-proliferation. in the case of a bvi licensed trustee, the company is only required to file the name of the trustee.
• state-owned entities where the bvi government or a foreign government holds more than 50%
• entities subject to disclosure and transparency rules contained in international standards, equivalent to those for listed companies or specified funds, may also apply for exemptions.
• there is also an exemption for companies which are 75% or more owned by another legal entity that either complies with the beneficial ownership filing requirements or qualifies for an exemption or where the legal entity is a regulated fund or company listed on a recognised exchange. this is primarily intended to prevent duplication where there is a chain of bvi entities within the same corporate structure. broadly, exempt entities will also file an exemption in relation to the register of members or the register of limited partners (exemptions do not apply to registers of directors/general partner filings). however, exempt entities are still required to file their registers of directors at the registry.

full beneficial ownership information must now be submitted to the registry for any trust managed by a trustee that is not regulated.

the following persons are considered the beneficial owners of a trust, and need to be filed at the registry:

1. trustee – where the trustee is a corporate entity, the beneficial owners of that corporate trustee must be entered, or in the absence of any identifiable beneficial owners, a senior managing official.
2. settlor
3. protector (if any) - where the protector is a corporate entity, the beneficial owners of that protector must be entered, or in the absence of any identifiable beneficial owners, a senior managing official.
4. vested beneficiaries
5. any other person exercising control

what information is filed?

individuals:

• full legal name (and former names/aliases)
• principal residential address
• date and place of birth (country)
• nationality
• occupation (beneficial owners only)
• gender (beneficial owners only)
• date of becoming a beneficial owner
• nature of ownership and/or control

corporate – note that corporate owners are only acceptable where they are ‘exempted owners’ (see our additional guide on exemptions vs exempted owners):

• corporate name
• registration number
• registered office address
• date of becoming a beneficial owner
• nature of ownership and or control

the registered agent is required to verify all information is complete, correct and current before it can file the registers at the registry.

how is information accessible?

the government of the british virgin islands has published its on how persons with a legitimate interest can access beneficial ownership information held on bvi companies and limited partnerships. this follows the enactment of the bvi business companies and limited partnerships (beneficial ownership) (amendment) regulations, 2025, which came into force on 1 july 2025, and forms part of the bvi government’s continued commitment to implement international best practices for corporate transparency and to combat financial crime. for more information and updates on this regime, please access our post here.

the bvi government and regulators are keenly aware that for many users the question of who will have access to beneficial ownership information and what information they will be able to access is a significant one, and the question of accessibility has been the subject of a public consultation which closed on march 14 2025. we await the outcome of the consultation before we can confirm the specifics.

the bvi government and the fsc have made clear in numerous forums that the bvi will not be implementing a fully public register of beneficial ownership information until such registers become a global standard. their consultation focuses on allowing access to certain beneficial interest information stored in virrgin to persons who can demonstrate a “legitimate interest” (eg in connection with fighting financial crime).

certain other uk overseas territories, including bermuda and cayman, have committed to taking similar steps and are at various stages in the legislative process.

all information filed at the registry is accessible to competent authorities and law enforcement as it was under the previous boss system.

additionally, director and general partner names are publicly available via a special search at the registry, for an additional fee. shareholder and limited partner names are not publicly available and can only be requested by the registered agent, or competent authorities and law enforcement.

if you have questions or need assistance in determining your beneficial owners, feel free to reach out to us.

英属维尔京群岛公司和有限合伙企业的实益所有权报告义务经历了全面修订，自2025年1月2日起生效。

值得注意的是，根据修订后的新规则，实益所有权报告的主要义务由实体承担，因此实体及其董事或普通合伙人应充分知悉其义务，因为违规可能会面临重大处罚。实体必须确定其实益所有人，并将此信息报告给其注册代理。

此前，在英属维尔京群岛（bvi）注册的所有公司和有限合伙企业均必须向其注册代理报告有关其实益所有权的信息，再由注册代理将该等信息提交至安全的中央数据库。这一制度现已被取代，新规定要求实体向公司注册处申报实益所有权的详细信息。为配合实益所有人注册制度，所有bvi公司均必须申报董事名册和股东名册，所有bvi有限合伙企业均必须申报普通有限合伙人名册。该等名册必须在公司成立后30日内申报，以确保合规。未能遵守该截止期限可能会导致逾期或未申报处罚。

特定类别的投资基金和上市公司（及其子公司）可豁免申报完整名册。相应的，豁免实体必须向注册处提交其豁免状态的详细信息（见下文）。

本指引概述了此次监管更新的背景，详细说明了公司和有限合伙企业的最新申报义务，解释了适用于特定实体的豁免规则，并提供了申报流程指引。

何为实益所有人（bo）

2004年《英属维尔京群岛商业公司法》（下称“《公司法》”）第2条对实益所有人的定义如下：“最终拥有或控制公司或有限合伙企业的自然人，就证券在经认可证券交易所上市的公司以外的法人而言，包括符合以下任一条件的自然人：

• 在遵守第96a(11)条规定的前提下，最终直接或间接拥有或控制该法人10%或以上的股份或表决权
• 直接或间接拥有委任或罢免该法人董事会（下称“董事会”）多数董事的权利，或
• 以其他方式对该法人的管理行使控制权。

《实益所有权条例》提供了进一步的指引，即必须考量个人可行使权利的程度。若该个人满足以下任一条件（直接或间接），则须申报其基于控制权的实益所有权：

1. 控制法律实体10%或以上的表决权或同等权利
2. 控制合伙企业10%或以上的资本或利润份额
3. 有权委任或罢免针对所有或实质上所有事项持有多数表决权的董事会（或同等管理机构）多数成员；或
4. 有权对法律实体的活动施加重大影响

virrgin系统就行使控制权设定了以下子类别：

1. 任免多数高级管理职员的权力
2. 任免董事的权力
3. 任免合伙人的权力
4. 通过债务工具行使的控制权
5. 指示或否决投资决定的权力
6. 指示或否决利润分配的权力

在申报时，必须说明每位实益所有人在所有权权益和表决权方面所持有的百分比。

如果实体无法确认持有10%的权益（股份或表决权）或以其他方式行使控制权的个人，则需要确认一名高级管理职员。

哪些实体可获豁免？

整体而言，所有实体均需持续履行确认并报告实益所有权相关信息的义务。某些实体符合豁免条件，但这并不代表其可以完全免除申报责任。相应的，豁免实体必须提交有关其豁免状态的基本信息。

豁免规定如下：

• 股票在经认可的证券交易所上市的实体可获豁免。
• 英属维尔京群岛（bvi）受监管的基金工具（包括私募基金、专业基金、公众基金、私人投资基金、孵化基金和核准基金）也可获豁免，前提是可在注册处要求后的24小时内，由基金管理人（如在bvi受监管）、授权代表或其他在bvi具有实体存在并由金融服务委员会（fsc）授权的人员向注册处提供相关信息。持有该等信息的人员的姓名和地址必须向注册处申报。
• 如果公司的股份由受监管的受托人持有，该受托人可以是根据《1990年银行及信托公司法》获得许可的bvi受托人，或是在其他司法管辖区内根据反洗钱、反恐怖主义融资及防扩散规定受监管的受托人。在bvi持牌受托人的情况下，公司只需申报该受托人的姓名。
• 国有实体，其中英属维尔京群岛政府或外国政府持有超过50%的股份。
• 受国际标准中的披露和透明度规则约束（与适用于上市公司或特定基金的要求等同）的实体也可申请豁免
• 对于由另一法律实体持有 75% 或以上股份的公司，也可获得豁免，该法律实体须符合实益所有权申报要求、或符合豁免条件、或为受监管基金或在认可交易所上市的公司。此项豁免主要旨在避免在同一企业结构中存在多家bvi实体时产生重复申报。般而言，获豁免的实体也需就股东名册或有限合伙人名册提交豁免声明（该豁免不适用于董事名册或普通合伙人名册的申报）。
  然而，获豁免的实体仍需向注册处申报其董事名册。

对于由未受监管的受托人管理的任何信托，必须向注册处提交完整的实益所有权信息。

以下人士被视为信托的实益所有人，需要向注册处申报：

1. 受托人——如果受托人是公司实体，则必须填写该公司受托人的实益所有人，如无法确定任何实益所有人，则必须填写一位高级管理职员。
2. 委托人
3. 保护人（如有）——如果保护人是公司实体，则必须填写该保护人的实益所有人，如无法确定任何实益所有人，则必须填写一位高级管理职员。
4. 既定受益人
5. 任何其他行使控制权的人

需要申报哪些信息？

个人：

• 法定全名（以及曾用名/别名）
• 主要居住住址
• 出生日期和地点（国家/地区）
• 国籍
• 职业（仅限实益所有人）
• 性别（仅限实益所有人）
• 成为实益所有人的日期
• 所有权和/或控制权的性质

公司——请注意，公司所有人只有在属于“豁免所有人”时才可接受（请参阅我们的“豁免与豁免所有人”补充指引）：

• 公司名称
• 注册号
• 注册办公地址
• 成为实益所有人的日期
• 所有权和/或控制权的性质

注册代理在向注册处提交申报之前，必须核实所有信息是否为完整、准确和最新信息。

如何获取信息？

英属维尔京群岛政府已发布相关政策，说明具有合法利益的人士如何访问bvi公司和有限合伙企业所持有的实益所有权信息。该政策是在《2025年英属维尔京群岛商业公司和有限合伙企业（实益所有权）（修订）条例》颁布之后发布的，该条例已于2025年7月1日生效。这是bvi政府持续致力于落实国际最佳实践、提升公司透明度及打击金融犯罪承诺的一部分。如需了解更多有关该制度的信息和最新动态，请点击此处查阅我们的文章。

bvi政府和监管机构充分意识到，对于许多用户而言，一个至关重要的问题是：谁有权访问实益所有权信息，以及具体可访问哪些内容。有关方面已就信息可访问性问题进行公众意见征询，征询截止日期为2025年3月14日。我们正在等待意见征询结果，然后才能确认具体细则。

bvi政府和fsc已在多个论坛上明确表示，在实益所有权信息注册成为全球标准之前，bvi不会实施完全公开的实益所有权信息注册。他们意见征询的重点是允许能够证明其“合法权益”（如与打击金融犯罪有关）的人士访问virrgin系统中存储的特定实益权益信息。

其他一些英国海外领地，包括百慕大群岛和开曼群岛，已承诺采取类似措施，并且正处于立法进程的不同阶段。

与之前的boss系统一样，主管部门和执法部门有权访问实体向注册处申报的所有信息。

此外，董事和普通合伙人的名称（姓名）可通过注册处的专项查询服务公开获取，但需支付额外费用。股东和有限合伙人名称（姓名）不对外公开，只能由注册代理、主管部门和执法部门要求查询。

如果您在确定实益所有人方面有疑问或需要协助，请随时联系我们。

las obligaciones de presentación de información sobre los beneficiarios finales para empresas y sociedades limitadas en las islas vírgenes británicas (bvi) han sido revisadas con efecto a partir del 2 de enero de 2025.

es importante destacar que las principales obligaciones recaen sobre la entidad, por lo que las entidades y sus directores o socios generales deben conocer sus responsabilidades, ya que las posibles sanciones por incumplimiento son significativas. las entidades están obligadas a identificar a sus beneficiarios finales e informar esta información a su agente de registro.

anteriormente, todas las empresas y sociedades limitadas registradas en las bvi estaban obligadas a informar a su agente de registro sobre sus beneficiarios finales para su posterior inclusión en una base de datos central segura. este sistema ha sido reemplazado por un nuevo requisito de presentar los detalles de los beneficiarios finales ante el registro de asuntos corporativos.

para respaldar el registro de beneficiarios finales, todas las empresas de las bvi están obligadas a presentar registros de directores y accionistas, y todas las sociedades limitadas de las bvi deben presentar su registro de socios generales y limitados. estos registros deben presentarse dentro de los 30 días posteriores a la constitución para garantizar el cumplimiento. no cumplir con este plazo puede resultar en sanciones por presentación tardía o incumplimiento.

ciertas categorías de fondos de inversión y empresas cotizadas (y sus subsidiarias) están exentas de presentar los registros completos. en su lugar, las entidades exentas deben presentar detalles sobre su estado de exención al registro (ver más abajo).

esta guía describe el contexto de estas actualizaciones regulatorias, detalla las nuevas obligaciones de presentación para empresas y sociedades limitadas, explica las exenciones disponibles para ciertas entidades y proporciona orientación sobre el proceso de presentación.

¿quién es un beneficiario final (bo)?

la definición de beneficiario final está establecida en la sección 2 de la ley de sociedades comerciales de bvi de 2004 (act) como:

"una persona natural que en última instancia posee o controla una empresa o sociedad limitada e incluye, en el caso de una persona jurídica distinta a una empresa cuyas acciones estén listadas en una bolsa de valores reconocida, a una persona natural que:"

• sujeto a la sección 96a(11), posee o controla, directa o indirectamente, el 10% o más de las acciones o derechos de voto en la persona jurídica.
• tiene el derecho, directo o indirecto, de nombrar o destituir a la mayoría de los directores de la junta directiva ("board of directors") de la persona jurídica.
• de otro modo, ejerce control sobre la gestión de la persona jurídica.

las regulaciones de beneficiarios finales proporcionan más orientación, indicando que se debe considerar el nivel de derechos ejercidos por la persona. los beneficiarios finales por medio de control deben ser presentados cuando una persona, directa o indirectamente:

1. controle el 10% o más de los derechos de voto o equivalentes de una entidad legal.
2. controle el 10% o más del capital o las ganancias de una sociedad.
3. tenga derecho a nombrar o destituir a la mayoría de la junta directiva (u órgano de gestión equivalente) que posea la mayoría de los derechos de voto en todos o prácticamente todos los asuntos.
4. tenga derecho a ejercer una influencia significativa sobre las actividades de la entidad legal.

el sistema virrgin ha establecido las siguientes subcategorías para clasificar el control:

• poder para nombrar o destituir a la mayoría de la alta gerencia.
• poder para nombrar o destituir directores.
• poder para nombrar o destituir socios.
• control a través de instrumentos de deuda.
• poder para dirigir o vetar decisiones de inversión.
• poder para dirigir o vetar la distribución de beneficios.

cuando se presenta la información, se debe especificar el porcentaje exacto de interés en términos de propiedad y derechos de voto.

si una entidad no puede identificar a una persona que posea un 10% de participación (en acciones o derechos de voto) o que de otro modo ejerza control, la entidad deberá identificar a un senior managing official.

¿qué entidades están exentas?

las obligaciones de identificación y reporte de información sobre la beneficiarios finales se aplican a todas las entidades, aunque existen ciertas exenciones. sin embargo, estas exenciones no eliminan completamente la obligación de presentación, sino que requieren que la entidad presente información básica sobre su estado de exención.

las entidades exentas incluyen:

• empresas cuyas acciones estén listadas en bolsas de valores reconocidas.
• fondos de inversión regulados en las bvi (fondos privados, profesionales, públicos, de inversión privada, incubadora y aprobados), siempre que:
• la información sea mantenida por un administrador de fondos regulado en las bvi, un representante autorizado o una persona con licencia de la fsc con presencia física en las bvi.
• la información pueda proporcionarse en un plazo de 24 horas.
• empresas cuyos accionistas sean fideicomisarios con licencia bajo la ley de bancos y compañías fiduciarias de 1990.
• entidades sujetas a normas internacionales de divulgación y transparencia equivalentes a las de empresas listadas o fondos regulados.
• empresas que sean propiedad en un 75% o más de otra entidad legal que ya cumpla con los requisitos de presentación o califique para una exención.

las entidades exentas también deben presentar una declaración de exención con respecto al registro de miembros o al registro de socios limitados. no obstante, las exenciones no se aplican a la presentación de registros de directores o socios generales.

fideicomisarios extranjeros

el régimen de beneficiarios finales en las bvi hace una distinción entre fideicomisarios de las bvi y fideicomisarios extranjeros. bajo el marco anterior (boss), los fideicomisarios extranjeros regulados estaban exentos de los requisitos de presentación. sin embargo, bajo el nuevo régimen, esta exención ha sido eliminada.

ahora, se debe presentar información completa sobre la beneficiarios finales ante el registro para cualquier fideicomiso administrado por un fideicomisario extranjero regulado.

los siguientes individuos deben ser declarados como propietarios beneficiarios de un fideicomiso:

• fideicomisario (trustee): si el fideicomisario es una entidad corporativa, se deben registrar sus propietarios beneficiarios o, en ausencia de estos, un oficial de gestión superior.
• settlor.
• protector (si lo hubiera): si es una entidad corporativa, se deben registrar sus propietarios beneficiarios o un oficial de gestión superior.
• beneficiarios con derechos adquiridos.
• cualquier otra persona que ejerza control sobre el fideicomiso.

¿qué información se registra?

personas físicas:

• nombre legal completo (y nombres anteriores/alias)dirección residencial principal

• fecha y lugar de nacimiento (país)

• nacionalidad

• ocupación (solo para beneficiarios finales)

• género (solo para beneficiarios finales)

• fecha en que se convirtió en beneficiario final

• naturaleza de la propiedad y/o control

personas jurídicas – tenga en cuenta que solo se aceptan propietarios corporativos cuando son "propietarios exentos" (consulte nuestra guía adicional sobre exenciones vs propietarios exentos):

• nombre de la entidad

• número de registro

• dirección de la oficina registrada

• fecha en que se convirtió en beneficiario final

• naturaleza de la propiedad y/o control

el agente registrado debe verificar que toda la información esté completa, correcta y actualizada antes de poder presentar los registros en el registro oficial.

¿cómo se accede a la información?accessible?

el gobierno de las islas vírgenes británicas (bvi, por sus siglas en inglés) y los entes reguladores son plenamente conscientes de que, para muchos usuarios, la cuestión de quién tendrá acceso a la información sobre beneficiarios finales y qué información podrán consultar es sumamente relevante. este tema ha sido objeto de una consulta pública que finalizó el 14 de marzo de 2025. estamos a la espera del resultado de dicha consulta para poder confirmar los detalles específicos.

el gobierno de las bvi y la comisión de servicios financieros (fsc) han dejado claro, en numerosos foros, que las bvi no implementarán un registro totalmente público de beneficiarios finales hasta que dichos registros se conviertan en un estándar global. la consulta se centra en permitir el acceso a cierta información sobre intereses beneficiarios almacenada en virrgin, únicamente a personas que puedan demostrar un “interés legítimo” (por ejemplo, en relación con la lucha contra delitos financieros).

algunos otros territorios de ultramar del reino unido, como bermudas y las islas caimán, han asumido compromisos similares y se encuentran en distintas etapas del proceso legislativo. si la legislación final se ajusta a los principios establecidos en el documento de consulta, se espera que las bvi mantengan una alineación regulatoria cercana con caimán y bermudas.

toda la información registrada en el registro es accesible para las autoridades competentes y cuerpos de seguridad, tal como ocurría bajo el sistema boss anterior.

es importante señalar que no habrá acceso por interés legítimo hasta que finalice la consulta y se aprueben los reglamentos correspondientes. según los compromisos asumidos por bvi, bermudas y caimán ante el reino unido, se espera que la legislación final esté lista para abril/mayo, y que la implementación ocurra antes de finales de junio.

adicionalmente, los nombres de directores y socios generales están disponibles públicamente mediante una búsqueda especial en el registro, con un costo adicional. los nombres de accionistas y socios limitados no están disponibles al público y solo pueden ser solicitados por el agente registrado, autoridades competentes o cuerpos de seguridad.

si tienes preguntas o necesitas ayuda para identificar a tus beneficiarios finales, no dudes en contactarnos.

as obrigações de declaração de propriedade efetiva para as empresas e sociedades em comandita das ilhas virgens britânicas foram reformuladas a partir de 2 de janeiro de 2025.

é importante observar que as principais obrigações recaem sobre a entidade e, portanto, as entidades e seus administradores ou sócios comanditados devem estar cientes de suas obrigações, uma vez que as possíveis penalidades por não conformidade são significativas. as entidades são obrigadas a identificar seus proprietários efetivos e informar essas informações ao seu representante legal.

antes, todas as empresas e sociedades em comandita registradas nas ilhas virgens britânicas eram obrigadas a relatar informações sobre sua propriedade efetiva ao seu representante legal para posterior relatório em um banco de dados central seguro. esse sistema foi agora substituído por uma nova exigência de apresentação dos detalhes da propriedade efetiva ao registro de assuntos empresariais. para apoiar o registro de proprietários efetivos, todas as empresas das ilhas virgens britânicas são obrigadas a registrar os cadastros de administradores e acionistas, e todas as sociedades em comandita das ilhas virgens britânicas devem registrar seu cadastro de sócios comanditados e comanditários. esses cadastros devem ser registrados em até 30 dias após a constituição para garantir a conformidade. o não cumprimento desse prazo pode resultar em penalidades por atraso ou não apresentação.

certas categorias de fundos de investimento e empresas listadas (e suas subsidiárias) estão isentas de registrar os cadastros completos. em vez disso, as entidades isentas devem enviar detalhes de seu status de isenção para o registro (vide abaixo).

o presente guia descreve o histórico dessas atualizações regulatórias, detalha as novas obrigações de registro para empresas e sociedades em comandita, explica as isenções disponíveis para determinadas entidades e fornece orientação sobre o processo de registro.

quem é um proprietário efetivo (benefical owner – bo)?

a definição de proprietário efetivo é estabelecida na seção 2 da lei das sociedades empresariais das ilhas virgens britânicas (lei) como: "uma pessoa física que, em última instância, possui ou controla uma empresa ou sociedade em comandita e inclui, no caso de uma pessoa jurídica que não seja uma empresa cujos valores mobiliários estejam listados em uma bolsa de valores reconhecida, uma pessoa física que:

• sujeito à seção 96a(11), detenha ou controle, direta ou indiretamente, 10% ou mais das ações ou direitos de voto da pessoa jurídica
• detenha, direta ou indiretamente, o direito de nomear ou destituir a maioria dos administradores do conselho ("conselho de administração") da pessoa jurídica, ou
• exerça controle sobre a administração da pessoa jurídica"

os regulamentos de propriedade efetiva fornecem orientação adicional de que é preciso levar em consideração o nível de direitos exercidos pelo indivíduo. a propriedade efetiva por meio de controle deve ser registrada quando uma pessoa física, direta ou indiretamente:

1. controla 10% ou mais dos direitos de voto, ou equivalentes, de uma pessoa jurídica
2. controla 10% ou mais de participação no capital ou nos lucros de uma sociedade
3. tem o direito de nomear ou destituir a maioria do conselho de administração (ou órgão administrativo
   equivalente) que detenha a maioria dos direitos de voto em todos ou substancialmente
   todos os assuntos, ou
4. tem o direito de exercer influência significativa sobre as atividades da pessoa jurídica

o sistema virrgin possui as seguintes subcategorias no exercício do controle:

1. poder para nomear ou destituir a maioria da alta administração
2. poder para nomear ou destituir administradores
3. poder para nomear ou destituir sócios
4. controle por meio de instrumentos de dívida
5. poder de direcionar ou vetar decisões de investimento
6. poder de direcionar ou vetar participações nos lucros

ao realizar o registro, o percentual participação deve ser especificado em relação à participação acionária e aos direitos de voto detidos por cada beneficiário efetivo.

quando uma entidade não puder identificar um indivíduo que detenha 10% de participação (em ações ou direitos de voto) ou que exerça o controle, a entidade precisará identificar um diretor-gerente sênior.

quais entidades estão isentas?

em termos gerais, são impostas obrigações contínuas a todas as entidades para identificar e relatar determinadas informações sobre sua propriedade efetiva. há certas isenções, mas isso não elimina suas obrigações de registro. em vez disso, as entidades isentas devem enviar detalhes básicos sobre seu status de isenção.

as isenções são as seguintes:

• as entidades cujas ações estão listadas em bolsas de valores reconhecidas estão isentas.
• os veículos de fundos regulamentados das ilhas virgens britânicas (fundos privados, profissionais, públicos, de investimento privado, incubadores e aprovados) também estão isentos, desde que as informações possam ser fornecidas ao registro no prazo de 24 horas após solicitação, seja pelo administrador do fundo (caso seja regulamentado nas ilhas virgens britânicas), pelo representante autorizado ou por outra pessoa licenciada pela fsc com presença física nas ilhas virgens britânicas. o nome e o endereço da pessoa que detém as informações devem ser apresentados ao registro.
• quando as ações de uma empresa são mantidas por um agente fiduciário regulamentado, sendo este um agente fiduciário das ilhas virgens britânicas licenciado nos termos da lei de bancos e sociedades fiduciárias de 1990, ou um agente fiduciário regulamentado em outra jurisdição para fins de combate à lavagem de dinheiro, ao financiamento do terrorismo e à proliferação de armas. no caso de um agente fiduciário licenciado nas ilhas virgens britânicas, a empresa só é obrigada a registrar o nome do agente fiduciário.
• entidades estatais em que o governo das ilhas virgens britânicas ou um governo estrangeiro detenha mais de 50%.
• as entidades sujeitas a regras de divulgação e transparência contidas em normas internacionais, equivalentes àquelas para empresas listadas ou para fundos específicos, também podem solicitar isenções.
• também há uma isenção para empresas que sejam detidas em 75% ou mais por outra entidade jurídica que cumpra com os requisitos de registro de propriedade efetiva, que se qualifique para uma isenção, ou quando a entidade jurídica seja um fundo regulamentado ou uma empresa listada em uma bolsa reconhecida. o objetivo principal é evitar duplicações nos casos em que exista uma cadeia de entidades das ilhas virgens britânicas dentro da mesma estrutura corporativa. de forma geral, as entidades isentas também devem apresentar uma isenção em relação ao registro de acionistas ou ao registro de sócios comanditários (as isenções não se aplicam aos registros de administradores ou aos registros de sócios comanditados). no entanto, as entidades isentas ainda são obrigadas a apresentar seus registros de administradores ao registro.

as informações completas sobre a propriedade efetiva devem ser apresentadas ao registro para qualquer trust administrado por um agente fiduciário que não seja regulamentado.

as seguintes pessoas são consideradas proprietárias efetivas de um fideicomisso e precisam ser registradas no registro:

1. agente fiduciário - quando o agente fiduciário for uma entidade corporativa, os proprietários efetivos desse agente fiduciário corporativo devem ser registrados ou, na ausência de proprietários efetivos identificáveis, um diretor-gerente sênior.
2. fiduciante
3. protetor (se houver) - quando o protetor for uma entidade corporativa, os proprietários efetivos desse protetor devem ser registrados ou, na ausência de proprietários efetivos identificáveis, um diretor-gerente sênior.
4. proprietários com direitos adquiridos
5. qualquer outra pessoa que exerça controle

quais informações são registradas?

pessoas físicas:

• nome legal completo (e nomes/alcunhas anteriores)
• endereço residencial principal
• data e local de nascimento (país)
• nacionalidade
• profissão (somente proprietários efetivos)
• gênero (somente proprietários efetivos)
• data em que se tornou um proprietário efetivo
• natureza da propriedade e/ou controle

corporativo - observe que os proprietários corporativos só são aceitáveis se forem "proprietários isentos" (vide nosso guia adicional sobre isenções vs. proprietários isentos):

• razão social
• número de registro
• endereço da sede social
• data em que se tornou um proprietário efetivo
• natureza da propriedade e/ou controle

o representante legal é obrigado a verificar se todas as informações estão completas, corretas e atualizadas antes de registrar os cadastros junto ao registro.

como as informações são acessíveis?

o governo das ilhas virgens britânicas publicou sua política sobre como pessoas com interesse legítimo podem acessar as informações de propriedade efetiva mantidas sobre empresas e sociedades em comandita das ilhas virgens britânicas. isso ocorre após a promulgação do regulamento de alteração das empresas comerciais e sociedades em comandita das ilhas virgens britânicas (propriedade efetiva), 2025, que entrou em vigor em 1º de julho de 2025, e faz parte do compromisso contínuo do governo das ilhas virgens britânicas de implementar as melhores práticas internacionais de transparência corporativa e de combater crimes financeiros. para mais informações e atualizações sobre esse regime, acesse nossa publicação aqui.

o governo e os órgãos reguladores das ilhas virgens britânicas estão cientes de que, para muitos usuários, a questão de quem terá acesso às informações sobre propriedade efetiva e quais informações poderão acessar é significativa, e a questão da acessibilidade foi objeto de uma consulta pública encerrada em 14 de março de 2025. aguardamos o resultado da consulta para podermos confirmar os detalhes.

o governo das ilhas virgens britânicas e o fsc deixaram claro em diversos fóruns que as ilhas virgens britânicas não implementarão um registro totalmente público de informações sobre propriedade efetiva até que esses registros se tornem um padrão global. a consulta se concentra em permitir o acesso a determinadas informações de participação proprietária armazenadas no virrgin a pessoas que possam demonstrar um "interesse legítimo" (por exemplo, em conexão com o combate a crimes financeiros).

alguns outros territórios ultramarinos do reino unido, incluindo bermuda e cayman, comprometeram-se a tomar medidas semelhantes e se encontram em vários estágios do processo legislativo.

todas as informações arquivadas no registro podem ser acessadas pelas autoridades competentes e pelas autoridades policiais, como acontecia no sistema boss anterior.

além disso, os nomes dos administradores e sócios comanditados estão disponíveis publicamente por meio de uma pesquisa especial no registro, mediante o pagamento de uma taxa adicional. os nomes dos acionistas e dos sócios comanditários não estão disponíveis publicamente e só podem ser solicitados pelo representante legal ou pelas autoridades competentes e policiais.

se tiver dúvidas ou precisar de ajuda para determinar seus proprietários efetivos, sinta-se à vontade para entrar em contato conosco.

cayman compliance considerations for us managers with offshore funds

for many us-based managers of alternative investment funds, forming a fund vehicle in the cayman islands has almost become standard industry practice. cayman islands vehicles are used across a range of strategies, including private equity, venture capital, hedge funds, digital assets and private credit. these vehicles can be used in multiple ways in a fund structure, whether as a feeder fund, master fund, standalone fund, or investment manager.

us managers frequently find that, on the advice of their us tax advisers and us counsel, an offshore feeder fund can efficiently cater to both us tax-exempt investors and non-us investors seeking appropriately structured investment vehicles. however, cayman fund structures bring with them important regulatory obligations, including specific anti-money laundering (aml) compliance, foreign account tax compliance act (fatca) and common reporting standard (crs) regimes, and beneficial ownership reporting.

this article provides an overview of the key compliance considerations for us-based managers who use cayman islands fund vehicles in their overall fund structure, focusing specifically on aml, fatca/crs obligations, and beneficial ownership reporting responsibilities. it also highlights why partnering with specialist providers like harneys fiduciary can significantly ease these burdens.

compliance requirements

a cayman islands fund managed by a us-based investment manager must comply with multiple cayman regulatory frameworks:

fatca and crs classification and reporting

all cayman funds with us investors must comply with fatca, and report financial information related to us taxpayers to us authorities. additionally, funds must meet the cayman islands’ crs obligations by filing annual crs returns and compliance forms with the cayman tax information authority (tia).

non-compliance can lead to substantial financial penalties, regulatory scrutiny, and reputational damage.

aml compliance and kyc process

cayman funds must appoint aml officers - specifically an aml compliance officer (amlco), money laundering reporting officer (mlro), and deputy mlro (dmlro), to ensure strict adherence to aml and counter financing of terrorism (cft) regulations.

a critical part of a cayman fund’s aml compliance function is ensuring that the fund’s aml framework aligns with cayman islands monetary authority (cima) regulations, that service providers are appropriately overseen to guarantee compliance, and that robust due diligence is maintained. with increasing regulatory scrutiny, having a dedicated amlco ensures the cayman fund remains protected, compliant, and ahead of evolving aml risks.

harneys fiduciary provides a comprehensive aml/know your customer (kyc) service, ensuring that aml/kyc documentation is collected and maintained to the required cayman standard. if, as is often the case, a fund’s us administrator only conducts kyc checks on a fund’s investors to prevailing us aml/kyc standards, harneys fiduciary can seamlessly partner with us fund administrators to ensure that a cayman fund’s aml/kyc processes fully comply with the more stringent cayman requirements and plug any gaps in the service offering accordingly.

beneficial ownership reporting requirements

under cayman regulations, every fund must maintain comprehensive information on its beneficial owners, clearly identifying individuals who ultimately own or control 25% or more of the fund. this requirement ensures transparency and adherence to international standards, helping combat financial crimes like money laundering and tax evasion.

given the fluid and transactional nature of funds, cayman law permits funds to appoint a beneficial ownership point of contact (bo contact person) to appear on the beneficial ownership register. the bo contact person liaises directly with regulatory authorities and ensures your beneficial ownership reporting obligations remain compliant and up to date.

why outsource cayman compliance obligations?

often, us-based fund managers have lean operations focused primarily on sourcing and executing investments, handling the fund’s financial reporting, and maintaining relations with limited partners, rather than taking on complex offshore compliance tasks. furthermore, many us-based fund administrators do not provide comprehensive cayman-specific compliance services or have dedicated on the ground expertise in the cayman islands.

outsourcing compliance responsibilities to cayman specialists such as harneys fiduciary ensures that:

• your fund maintains robust compliance without distracting your core investment, finance, or operations teams
• you mitigate risk by relying on experts familiar with evolving cayman islands regulations
• you close cayman-specific compliance services gaps which may be left by the us fund administrator, creating a seamless investor experience

why harneys fiduciary?

harneys fiduciary is a global provider of compliance solutions, and offers highly specialised expertise tailored precisely to the needs of us fund managers navigating cayman compliance obligations. our services can be tailored to support us-based managers of complex offshore structures, and our core strengths include:

• local cayman expertise: our experienced team has direct relationships with cayman regulatory authorities, ensuring your compliance frameworks are proactive, not reactive
• end-to-end service: we provide comprehensive fatca/crs reporting, aml officer appointments (amlco, mlro, dmlro), robust kyc process implementation, and beneficial ownership reporting, all within a unified compliance service package
• seamless integration: our independent status enables us to collaborate effortlessly with your existing us-based fund administrator, delivering a cohesive and streamlined compliance experience

key takeaways

cayman islands funds managed by us managers carry significant compliance obligations, including adherence to fatca, crs, robust aml and kyc processes, as well as detailed beneficial ownership reporting. outsourcing these specialised compliance tasks to expert companies like harneys fiduciary significantly reduces operational burdens and compliance risks, enabling internal teams to concentrate on core activities. harneys fiduciary delivers comprehensive cayman compliance services, harnessing extensive local expertise to offer practical, efficient, and fully compliant solutions tailored to your specific fund structures.

next steps: simplify your cayman islands compliance

if you are a fund manager or fund administrator interested in exploring how harneys fiduciary can assist with managing the cayman islands compliance obligations outlined in this article, please reach out directly to murray roberts or richard gordon. we will help streamline your compliance responsibilities, ensuring that you can confidently focus on delivering returns to your investors.

faqs from fund managers about compliance obligations in cayman

regulamentação e compliance nas ilhas cayman: guia para gestores americanos de fundos offshore

para muitos gestores de fundos de investimentos alternativos sediados nos estados unidos, constituir um veículo de investimento nas ilhas cayman tornou-se um padrão de mercado. os fundos das ilhas cayman são amplamente utilizados em diversas estratégias, incluindo private equity, venture capital, hedge funds, ativos digitais e crédito privado. estes podem ser estruturados de diferentes formas, como feeder fund, master fund, fundo independente ou gestor de investimentos.

com a orientação de consultores jurídicos e fiscais nos estados unidos, os gestores frequentemente estabelecem um feeder fund offshore para atender de forma eficiente tanto investidores americanos isentos de impostos quanto investidores não americanos que buscam veículos de investimento estruturados. no entanto, os fundos de cayman possuem obrigações regulatórias relevantes, incluindo regras de anti-money laundering (aml), regimes de foreign account tax compliance act (fatca) e o common reporting standard (crs), bem como exigências de reporte de beneficiários finais.

este artigo apresenta uma visão geral das principais considerações de compliance para gestores americanos que utilizam fundos offshore em cayman, com foco específico em obrigações de aml, fatca/crs e no reporte de beneficiários finais. também destacamos como a parceria com provedores especializados, como a harneys fiduciary, pode simplificar consideravelmente essas demandas.

exigências de compliance

um fundo sediado nas ilhas cayman, administrado por um gestor de investimentos baseado nos estados unidos, deve cumprir uma série de exigências regulatórias locais, incluindo:

classificação e reporte sob fatca e crs

todos os fundos de cayman com investidores americanos devem observar as exigências previstas na legislação fatca, reportando informações financeiras relacionadas a contribuintes dos estados unidos às autoridades fiscais americanas. adicionalmente, os fundos devem atender às obrigações da legislação de crs, apresentando os relatórios anuais e os formulários de compliance à autoridade fiscal de cayman (cayman tax information authority - tia).

o não cumprimento dessas obrigações pode resultar em multas significativas, fiscalizações mais frequentes e danos reputacionais.

compliance com aml e processo de kyc

os fundos cayman são obrigados a nomear três profissionais de aml: aml compliance officer (amlco), money laundering reporting officer (mlro) e deputy mlro (dmlro). esses profissionais devem garantir a observância das normas de aml e counter financing of terrorism (cft).

uma parte essencial das funções de aml é garantir que a estrutura do fundo esteja alinhada às exigências da cayman islands monetary authority (cima), que haja supervisão adequada dos prestadores de serviços para garantir a conformidade e que seja mantido um processo rigoroso de due diligence. com a crescente atenção das autoridades reguladoras, a designação de um amlco dedicado assegura que o fundo permaneça protegido, em conformidade e à frente das alterações legislativas em matéria de aml.

a harneys fiduciary oferece um serviço completo de aml/know your customer (kyc), assegurando que toda a documentação exigida seja coletada e mantida em conformidade com as diretrizes das ilhas cayman. caso o administrador do fundo conduza sua análise de kyc baseando-se exclusivamente nas diretrizes americanas – prática comum no mercado – podemos atuar de forma integrada com os administradores a fim de garantir que os processos de aml/kyc estejam em linha com os requisitos das ilhas cayman.

exigências de reporte de beneficiários finais

segundo a regulamentação cayman, todo fundo deve manter informações completas sobre seus beneficiários finais, identificando claramente os indivíduos que detenham, direta ou indiretamente, 25% ou mais da participação ou do controle do fundo. essa exigência visa garantir a transparência e a aderência aos padrões internacionais, contribuindo para o combate a crimes financeiros, lavagem de dinheiro e evasão fiscal.

considerando a complexidade das operações desses fundos, a legislação de cayman permite a indicação de um beneficial ownership point of contact (bo contact person) no registro de beneficiários finais. quando acessado, o bo contact person deve atuar representando o fundo perante às autoridades de cayman e assegurar a devida observância dos requisitos legais de reporte.

por que terceirizar as obrigações de compliance em cayman?

muitos gestores americanos optam por estruturas mais enxutas e direcionam seus esforços na captação de recursos, na preparação de análises/relatórios financeiros e na gestão do relacionamento com investidores institucionais. geralmente, os esforços relacionados à conformidade com a legislação de compliance offshore representam uma pequena parcela da operação. além disso, é comum que os administradores americanos não ofereçam serviços alinhados especificamente com a legislação das ilhas cayman. além disso, dificilmente dispõem de expertise local.

ao terceirizar o compliance para provedores especializados e sediados em cayman, como a harneys fiduciary, os gestores garantem a conformidade com a legislação sem desviar o foco das equipes internas ligadas à operação comercial. além disso, contar com um time altamente qualificando e atento às mudanças legislativas permite que riscos regulatórios sejam mitigados, assegurando a devida observância do regramento local.

por que escolher a harneys fiduciary?

harneys fiduciary é um provedor global de soluções de compliance com ampla expertise no seu segmento de fundos de investimentos. nossa prática foi desenvolvida especificamente para atender às necessidades de gestores americanos que operam estruturas offshore em cayman. nossos serviços são customizados para servir de suporte a gestores com estruturas offshore complexas. com uma equipe experiente e participação ativa nas discussões junto às autoridades reguladoras locais, asseguramos a conformidade local com um atuação proativa. além disso, oferecemos serviços integrados de ponta a ponta, incluindo reportes de fatca/crs, nomeação de amlco, mlro e dmlro, implementação de processos robustos de kyc e reporte de beneficiários finais, tudo em um pacote completo de serviços. nossa atuação integrada com os administradores garante, não só eficiência, como também uma prestação de serviço coesa.

pontos-chave

os fundos cayman administrados por gestores americanos carregam obrigações regulatórias significativas, incluindo o cumprimento das regras de fatca, crs, processos rigorosos de aml e kyc, além de exigências detalhadas de reporte de beneficiários finais. a terceirização dessas atividades altamente especializadas para empresas como a harneys fiduciary reduz significativamente o risco e o ônus operacional, permitindo que as equipes internas foquem em suas atividades principais. a harneys fiduciary oferece um serviço completo de compliance, combinando profundo conhecimento local com soluções práticas e eficientes alinhadas às estruturas de fundos de investimentos.

próximos passos: simplifique seu compliance em cayman

se você é um gestor ou administrador de fundos e deseja entender como a harneys fiduciary pode auxiliar na conformidade com as obrigações regulatórias em cayman, entre em contato diretamente com murray roberts ou richard gordon. estamos prontos para garantir a conformidade da sua estrutura à legislação local de forma simples e objetiva, permitindo que você se concentre em gerar resultados para seus investidores.

perguntas frequentes de gestores de fundos sobre obrigações de compliance em cayman

consideraciones de cumplimiento en islas caimán para gestores estadounidenses de fondos offshore

para muchos gestores estadounidenses de fondos de inversión alternativa, constituir un vehículo de inversión en las islas caimán se ha convertido en una práctica estándar dentro de la industria. los vehículos constituidos en caimán se utilizan en una amplia gama de estrategias, incluyendo capital privado (private equity), capital de riesgo (venture capital), fondos de cobertura (hedge funds), activos digitales y crédito privado. estos vehículos pueden integrarse de diversas maneras en la estructura de un fondo, ya sea como fondo feeder (feeder fund), fondo maestro (master fund), fondo independiente (standalone fund)o como sociedad gestora de inversiones (investment manager).

los gestores de fondos en estados unidos suelen establecer un fondo feeder offshore por recomendación de sus asesores fiscales y legales estadounidenses, a fin de atender de manera eficiente tanto a los inversionistas exentos de impuestos en estados unidos como a los inversionistas no estadounidenses que buscan vehículos de inversión estructurados adecuadamente. sin embargo, las estructuras de fondos en caimán implican exigencias normativas importantes, incluyendo el cumplimiento de la normativa de anti-money laundering (aml), los regímenes foreign account tax compliance act (fatca) y common reporting standard (crs), así como los requisitos de reporte de beneficiarios finales.

este documento ofrece una visión general de las principales consideraciones de cumplimiento para los gestores estadounidenses que utilizan vehículos de fondos constituidos en las islas caimán dentro de su estructura global de inversión, con un enfoque específico en las exigencias normativas relacionadas con aml, fatca, crs y el reporte de beneficiarios finales. asimismo, destaca cómo la colaboración con proveedores especializados, como harneys fiduciary, puede aliviar de forma significativa estas cargas operativas.

exigencias normativas

un fondo constituido en las islas caimán y gestionado por un administrador de inversiones con sede en estados unidos debe cumplir con múltiples marcos regulatorios de islas caiman:

clasificación y reporte fatca y crs

todos los fondos de caimán que cuenten con inversionistas estadounidenses deben cumplir con fatca, reportando la información financiera correspondiente a los contribuyentes de estados unidos a las autoridades fiscales de ese país. además, deben cumplir con las exigencias normativas de crs en las islas caimán, presentando anualmente los informes crs y los formularios de cumplimiento ante la tax information authority (tia).

el incumplimiento puede generar sanciones económicas relevantes, una mayor supervisión regulatoria y perjuicio reputacional.

cumplimiento de aml y procesos kyc

los fondos en caimán deben designar oficiales de cumplimiento aml, específicamente un aml compliance officer (amlco), un money laundering reporting officer (mlro) y un deputy mlro (dmlro), con el fin de garantizar el cumplimiento estricto de las regulaciones en materia de aml y counter financing of terrorism (cft).

una parte fundamental del marco de cumplimiento aml de un fondo de caimán es asegurar que esté alineado con la regulación de la cayman islands monetary authority (cima), que los proveedores de servicios sean debidamente supervisados y que se mantenga una debida diligencia robusta. ante el aumento en la supervisión por parte de los reguladores, contar con un amlco dedicado asegura que el fondo permanezca protegido, en cumplimiento y preparado para enfrentar los riesgos emergentes de aml.

harneys fiduciary ofrece un servicio integral de aml y know your customer (kyc), garantizando que la documentación se recopile y mantenga conforme a los estándares exigidos en caimán. en los casos donde el administrador estadounidense de un fondo realiza revisiones kyc solo bajo los estándares de aml/kyc vigentes en estados unidos, harneys fiduciary puede colaborar eficazmente para asegurar que el proceso de aml/kyc del fondo cumpla con los requisitos más estrictos de caimán, subsanando cualquier brecha en el servicio.

requisitos de reporte de beneficiarios finales

la normativa de caimán exige que todo fondo mantenga información completa y actualizada sobre sus titulares reales, identificando de manera clara a los individuos que poseen o controlan el 25% o más del fondo. este requisito busca garantizar la transparencia y el cumplimiento de los estándares internacionales, contribuyendo a la prevención de delitos financieros como el lavado de dinero y la evasión fiscal.

considerando la naturaleza dinámica y transaccional de los fondos, la legislación permite designar un beneficial ownership point of contact (bo contact person), quien actúa como enlace con las autoridades regulatorias y asegura que el reporte de beneficiarios finales sea preciso y se mantenga al día.

¿por qué subcontratar las obligaciones normativas en caimán?

con frecuencia, los gestores estadounidenses operan con equipos enfocados principalmente en la originación y ejecución de inversiones, en la elaboración de informes financieros y en la gestión de relaciones con los inversionistas, sin destinar recursos a las tareas complejas de cumplimiento offshore. asimismo, muchos administradores de fondos con sede en estados unidos no ofrecen servicios específicos de cumplimiento normativo para caimán ni cuentan con experiencia local en caiman.

delegar las funciones de cumplimiento a especialistas en caimán, como harneys fiduciary, permite que:

• su fondo mantenga un cumplimiento robusto sin desviar la atención de los equipos de inversión, finanzas u operaciones
• se mitigue el riesgo al contar con expertos que comprenden la normativa en en las islas caimán y su evolución
• se subsanen las posibles brechas en los servicios de cumplimiento que puedan existir con el administrador estadounidense, garantizando una experiencia fluida para los inversionistas

¿por qué harneys fiduciary?

harneys fiduciary es un proveedor global de soluciones de cumplimiento que ofrece una experiencia altamente especializada, diseñada específicamente para atender las necesidades de los gestores estadounidenses que enfrentan exigencias normativas en caimán. nuestros servicios se adaptan a gestores de estructuras offshore complejas y se destacan por:

• experiencia local en caimán: nuestro equipo mantiene relaciones directas con las autoridades regulatorias de caimán, garantizando un enfoque proactivo de cumplimiento
• servicio integral: ofrecemos reportes fatca/crs, nombramientos de oficiales aml (amlco, mlro, dmlro), procesos robustos de kyc y reportes de beneficiarios finales dentro de un paquete unificado de cumplimiento normativo
• integración fluida: nuestra independencia nos permite colaborar sin inconvenientes con los administradores de fondos con sede en estados unidos, proporcionando una experiencia de cumplimiento coherente y eficiente

puntos clave

los fondos en caimán gestionados por administradores estadounidenses deben cumplir con importantes exigencias normativas, incluyendo fatca, crs, procesos sólidos de aml/kyc y reportes detallados de beneficiarios finales. la subcontratación de estas tareas a expertos como harneys fiduciary reduce la carga operativa y los riesgos de incumplimiento, permitiendo que el equipo interno se concentre en sus funciones principales. harneys fiduciary brinda soluciones completas de cumplimiento en caimán, apoyadas en un conocimiento profundo del entorno local y adaptadas a cada estructura de fondo.

próximos pasos: simplifique su cumplimiento en islas caimán

si usted es un gestor de fondos o administrador interesado en conocer cómo harneys fiduciary puede asistirlo en la gestión de sus exigencias normativas en las islas caimán, lo invitamos a contactar directamente a murray roberts o richard gordon. le ayudaremos a simplificar sus responsabilidades de cumplimiento, para que pueda enfocarse con confianza en generar rendimientos para sus inversionistas.

preguntas frecuentes de gestores de fondos sobre exigencias normativas en caimán

美国管理人设立离岸基金时需考虑的开曼合规事项

对于许多总部位于美国的另类投资基金管理人而言，在开曼群岛设立基金载体几乎已成为业内的标准做法。开曼群岛基金载体被广泛应用于多种投资策略，包括私募股权、风险投资、对冲基金、数字资产及私募信贷等。这些基金载体可以在基金架构中以多种方式使用，例如作为引导基金（feeder fund）、母基金（master fund）、单一基金（standalone fund）或投资管理人（investment manager）。

美国管理人通常根据其美国税务顾问和法律顾问的建议发现，设立离岸引导基金能够高效满足美国免税投资者以及寻求适当结构化投资载体的非美国投资者的需求。然而，开曼基金架构同时也带来重要的监管义务，包括针对反洗钱（aml）、《外国账户税务合规法案》（fatca）、《共同申报准则》（crs）以及实益拥有权申报的具体合规要求。

本文概述了美国基金管理人使用开曼群岛基金载体时需重点关注的合规事项，重点涉及 aml、fatca/crs 义务以及实益拥有权申报责任。同时，本文也指出，与 衡力斯企业服务 等专业服务机构合作，可以显著减轻相关负担。

合规要求

由美国管理人管理的开曼群岛基金必须遵守多项开曼监管框架的要求：

fatca 和 crs 分类及申报

所有拥有美国投资者的开曼基金必须遵守 fatca 要求，向美国相关部门申报涉及美国纳税人的财务信息。此外，基金还需遵守开曼群岛的 crs 义务，按年度向开曼税务信息管理局（tia）提交 crs 申报和合规文件。

未能合规可能导致高额财务罚款、监管调查以及声誉风险。

aml 合规及 kyc 流程

开曼基金必须指定 aml 官员——具体包括 aml 合规官（amlco）、洗钱报告官（mlro）和副洗钱报告官（dmlro）——以确保严格遵守 aml 和反恐融资（cft）规定。

开曼基金 aml 合规职能的关键在于确保其 aml 框架符合开曼群岛金融管理局（cima）规定，对服务提供方进行适当监管以确保其合规性，并维持稳健的尽职调查程序。随着监管审查的日益严格，配备专职 amlco 能确保开曼基金保持受保护、合规并能积极应对不断演变的 aml 风险。

衡力斯企业服务提供全面的 aml/ kyc服务，确保按开曼标准收集并维护 aml/kyc 文件。如同常见情况，若基金的美国管理员仅根据美国 aml/kyc 标准对投资者进行 kyc 审查，衡力斯企业服务可以无缝对接美国基金管理员，确保开曼基金的 aml/kyc 流程完全符合更为严格的开曼要求，填补服务中的潜在空白。

实益拥有权申报要求

根据开曼法规，所有基金必须维护详尽的实益拥有者信息，明确识别最终拥有或控制 25% 及以上权益的个人。此要求旨在确保透明度并符合国际标准，协助打击洗钱和逃税等金融犯罪。

鉴于基金的流动性及交易性质，开曼法律允许基金指定实益拥有权联络人（bo contact person），代表基金出现在实益拥有权登记册上。该联络人直接与监管机构沟通，确保您的实益拥有权申报义务持续合规并保持最新状态。

为什么要外包开曼合规事务？

许多美国基金管理人通常运作精简，主要专注于投资获取与执行、基金财务报告及有限合伙人关系管理，而非处理复杂的离岸合规事务。此外，很多美国基金管理员未必提供全面的开曼专属合规服务，或未能在开曼当地具备专职团队。

将合规责任外包给 衡力斯企业服务等开曼专业机构可确保：

• 您的基金保持稳健合规，而不影响核心投资、财务或运营团队
• 依赖熟悉开曼法规变动的专家，降低合规风险
• 弥补美国基金管理员可能存在的开曼合规服务空白，优化投资者体验

为什么选择 衡力斯企业服务？

衡力斯企业服务是全球领先的合规解决方案提供商，具备针对美国基金管理人开曼合规义务的高度专业化服务能力。我们的服务可根据复杂离岸结构管理人的需求量身定制，核心优势包括：

• 开曼本地专业团队：我们与开曼监管机构保持直接联系，确保您的合规体系具有前瞻性而非被动应对
• 端到端服务：涵盖全面的 fatca/crs 报告、aml 官员任命（amlco、mlro、dmlro）、完善的 kyc 流程实施以及实益拥有权申报，所有服务集成于统一合规服务包中
• 无缝整合：我们的独立地位使我们能够高效协作您现有的美国基金管理员，提供连贯一致的合规体验

关键结论

由美国管理人管理的开曼群岛基金面临重大合规义务，包括遵守 fatca、crs、健全的 aml 和 kyc 流程，以及详尽的实益拥有权申报。将这些专业化合规事务外包给 衡力斯企业服务等专家公司，可大幅降低运营负担和合规风险，使内部团队专注于核心业务。衡力斯企业服务依托丰富的本地专业知识，提供实用、高效且全面合规的解决方案，量身定制以契合您的基金架构需求。

后续步骤：简化您的开曼群岛合规事务

如您是基金管理人或基金管理员，有兴趣了解 衡力斯企业服务如何协助您处理本文概述的开曼群岛合规义务，欢迎直接联系 murray roberts 或 richard gordon。我们将助力优化您的合规责任，确保您专注于为投资者创造回报。

基金管理人关于开曼合规义务的常见问题

key changes to the cayman islands’ daml regime

as of 2 january 2025, significant changes have been made to the proceeds of crime act (poca) regarding the defence against money laundering (daml) regime. previously, it was sufficient to file a suspicious activity report (sar) with the fra, however under the new framework, obtaining a daml now requires explicit consent from the cayman islands financial reporting authority (fra) before proceeding with a transaction.

if you filed a sar before 2 january 2025 and the transaction is still ongoing, you may need to resubmit it as a daml sar to comply with the new requirements.

what's changed?

• a daml sar must be filed with the fra.
• the fra has 7 working days to grant or refuse a daml.
• if the fra does not respond within that timeframe, consent is deemed granted, and the transaction may proceed.
• if the fra explicitly refuses consent, authorities may investigate further, triggering a 30-calendar-day moratorium period.
• the moratorium period starts the day after the fra issues the refusal notice.
• law enforcement may apply to the court for an extension of the moratorium period, where deemed necessary.

key points to consider:

• a daml sar is only required when there is a money laundering offence under poca.
• the daml sar must clearly state that it is a daml request and must reference one of poca’s core money laundering offences:
• s133 (concealing criminal property)
• s134 (arrangements involving criminal property)
• s135 (acquisition, use, or possession of criminal property)
• retrospective daml’s will not be provided.
• the process for filing a regular sar remains unchanged.
• tipping off is a criminal offence—handle communications with extreme caution.
• regulations and further guidance on the daml regime are forthcoming—stay tuned for more updates.

next steps for your business

businesses should:

• enhance internal systems to detect and manage money laundering risks.
• review and update contracts, terms and conditions, policies, and procedures.
• train staff on the new requirements and provide a "cheat sheet" of responses to avoid tipping off.
• manage client expectations around transaction delays.
• assess risk appetite for proceeding with transactions even if daml consent is granted.
• consider potential litigation risk
• ensure relevant service providers know their obligations and duties surrounding this change and liaise with the relevant amlco/mlro

our aml team is here to help. if you need guidance on navigating these changes, please reach out to us.

upcoming changes to trust data access on the uk register of overseas entities

there are significant changes to the access and protection of trust data held on the uk register of overseas entities (roe), which will take effect throughout 2025.

protection of trust data

as of 28 february 2025, eligible individuals can apply to protect their trust-related data from public disclosure. if you or a trust member meet the necessary criteria, we recommend submitting your application well in advance of 31 august 2025, when trust data will become accessible upon request.

applications for protection should be made if a trust member or someone residing with them is at risk of harm or intimidation should their details be disclosed. trust members include:

• beneficiaries
• settlors
• grantors
• any other interested parties

applicants must provide detailed information about the risk posed and submit supporting evidence. those with the legal authority to act on behalf of a trust member—such as minors (aged 17 and under) or individuals lacking capacity under section 2 of the mental capacity act 2005—are also eligible to apply.

to complete the form, applicants will need to provide:

• the overseas entity (oe) name, address, and reference number (if available)
• applicant’s details
• details of the trust members at risk
• evidence supporting the risk claim

a fee of £100 per application is required, which will be refunded if the application is denied. please note that a harneys fiduciary fee will also be applicable.

access to trust information

effective 31 august 2025, trust data on the roe will be available upon request, following new legislative requirements. companies house may grant access to third parties in limited circumstances, provided the applicant meets specific criteria.

applicants requesting trust information must provide:

• their full name and contact details
• job title and employer’s name and address
• the name of the overseas entity and its oe reference number
• the name of the trust

for requests related to minors or multiple trusts, a legitimate interest test will be applied. information will only be shared if the request relates to an investigation into:

• money laundering
• terrorist financing
• tax evasion
• avoiding uk sanctions regime

companies house may impose conditions on the use or further disclosure of any trust data provided.

keeping your information updated

making sure that trust-related data on the roe is accurate and current is essential. any updates or corrections should be made in the next scheduled update statement to maintain compliance.

for further details on how to apply for data protection or request trust information, please contact your usual harneys fiduciary representative or visit the uk government website.

bvi companies: what are "joint shareholders"?

joint shareholders are a relatively common arrangement often used in property ownership and inheritance planning scenarios. in essence two or more shareholders hold the legal title to shares together and are entitled to all the shares equally. in the event that one of the joint shareholders dies, their legal interest transfers to the remaining joint shareholders so all remaining joint shareholders are entitled to the all the shares.

this arrangement is also known as ‘joint tenants with rights of survivorship’ and is distinct from ‘tenants in common’ – joint shareholders always have an equal split of ownership of the shares (and the resulting beneficial ownership interest), whereas ‘tenants in common’ own individual parts – the split is not necessarily even.

how are joint shareholders recorded on the register of members in the bvi?:

joint owners in a single entry (like the register of members) unless there is some other document such as a trust arrangement which splits the beneficial ownership.

important things to know:

• on the death/permanent incapacitation of one joint shareholder, their shares are automatically passed to the surviving joint shareholders seamlessly. registers of members and registers of beneficial ownership would need to be updated following the death, but there would be no need to apply for a grant of probate.
• joint tenants should only act together, but generally only one shareholder can vote (or sign resolutions), generally in the order of the register of members and if the first named shareholder does not vote, then another joint shareholder may be allowed to do so. this can present a bit of a challenge in the event of a dispute.
• economic rights are split evenly between the joint shareholders – any right to dividends, for example, would be an equal percentage split between all the joint shareholders.

this note does not constitute legal advice. if you are thinking of using a joint shareholding arrangement, please take your own legal advice to ensure you are fully aware of how this will operate in your specific circumstances. where necessary, we would be delighted to introduce you to our strategic alliance partner harneys.

in the world of international wealth planning, the cayman islands have long been synonymous with stability, sophistication, and strategic flexibility. while trusts have traditionally taken centre stage, an increasingly valuable and versatile structure is making its mark: cayman foundations. at harneys fiduciary, we not only recognise their potential, but also offer bespoke solutions to help clients leverage its advantages.

what is a cayman foundation?

regulated under the foundation companies act (as amended), this hybrid structure offers unparalleled flexibility. unlike a traditional trust, a foundation company enjoys separate legal personality, enabling it to hold assets, enter into contracts, and operate as a distinct entity—all while maintaining the hallmark features of asset protection and succession planning.

why should you consider a cayman foundation?

the appeal of a cayman foundation lies in its adaptability. these structures can serve a variety of purposes, from private wealth preservation and charitable giving to supporting commercial ventures. with no requirement for shareholders, the governance and objectives of the foundation are determined by its constitution, providing flexibility to meet the unique needs of families, businesses, and philanthropic projects.

a solution for civil law jurisdictions

cayman foundations are increasingly appealing to clients from civil law jurisdictions, where trusts are often less familiar. foundations offer a conceptually similar structure to those found in many civil law systems, making them a particularly attractive option for families and businesses navigating international wealth planning.

expertise you can rely on

at harneys fiduciary, we bring extensive expertise to the establishment and administration of cayman foundations. our global team ensures seamless compliance with local regulations while tailoring solutions that align with your specific objectives. as the fiduciary landscape evolves, cayman foundations represent a forward-looking solution for those seeking both continuity and flexibility in their wealth planning.

complying with international tax standards, like the common reporting standard (crs), is essential for financial entities in the cayman islands. non-compliance can lead to significant penalties, reputational risks, and operational headaches. whether you’re new to crs or looking for clarity, this guide will walk you through the key steps, common pitfalls, and how harneys fiduciary can help you stay compliant.

what is crs, and why does it matter?

complying with international tax standards, like the common reporting standard (crs), is essential for financial entities in the cayman islands. non-compliance can lead to significant penalties, reputational risks, and operational headaches. whether you’re new to crs or looking for clarity, this guide will walk you through the key steps, common pitfalls, and how harneys fiduciary can help you stay compliant.

what is crs, and why does it matter?

crs is a global tax transparency initiative requiring financial entities to report certain financial account information to local tax authorities. in the cayman islands, the tax information authority (ditc) oversees crs compliance. staying compliant ensures your entity avoids costly penalties and maintains its good standing.

key steps to crs compliance

1. file a crs return
   • submit a crs return for each financial account classified as “reportable”
   • if no such accounts exist, file a “nil return” to confirm compliance
2. submit a compliance form
   • every financial entity must file a crs compliance form by 15 september annually, regardless of activity
3. meet reporting deadlines
   • crs returns are due by 31 july of the following year (e.g., returns for 2023 must be filed by 31 july 2024)

common mistakes entities make

• overlooking crs registration: many entities are registered under fatca but not under crs, leaving gaps in compliance
• missing returns: failing to file crs returns or nil returns is a common oversight
• non-submission of compliance forms: forgetting to file the compliance form can trigger breach notices from the ditc

penalties for non-compliance

the consequences of missing crs obligations can be severe:

• fines of up to ci$50,000 for entities and ci$20,000 for individuals
• daily fines imposed for ongoing breaches
• potential reputational damage and increased scrutiny from authorities

what to do if you receive a breach notice

1. take immediate action:
• submit any outstanding crs returns or nil returns via the ditc portal
2. complete the compliance form:
• ensure all details are accurate and submitted before the given deadline
3. review internal policies:
• assess your policies and procedures to ensure they align with crs requirements and prevent future issues

how harneys fiduciary can help

understanding and navigating crs requirements can be overwhelming, but you don’t have to go at it alone. our experienced harneys fiduciary regulatory reporting team specialises in helping cayman islands entities achieve and maintain compliance with crs and fatca obligations. here’s how we can assist:

• registration and reporting:
• we’ll ensure your entity is correctly registered for crs and fatca
• we’ll handle your crs returns and compliance forms with precision
• breach notice resolution:
• if you’ve received a breach notice, we’ll guide you through resolving it swiftly and effectively
• policy and procedure support:
• we’ll help you establish robust compliance policies to prevent future issues

act now to stay compliant

even if you’ve fallen behind, it’s never too late to get back on track. our team is here to simplify the complexities of crs compliance and protect your entity from unnecessary penalties, or enforcement action.

contact us today

reach out to your harneys fiduciary representative or contact our team directly to discuss your crs compliance needs. together, we’ll ensure your entity stays compliant and thrives in today’s regulatory environment.

recent updates to bvi registry requirements are shaping how companies and partnerships manage their filings. here’s a comprehensive look at what’s changed:

register of directors

the changes to the register of directors are minimal but important. if a regulated bvi director services provider offers professional director services, the register must now include the name and address of the individual on whose behalf these services are provided. additionally, in cases of errors or omissions, affected parties can now apply for court rectification of the register.

register of members

bvi business companies must now file their register of members with the registrar of corporate affairs on a private basis. exceptions apply to listed entities and funds regulated under the securities and investment business act, which must instead file details of their exemption. the register must include names, addresses, membership dates, share details, and voting rights (unless voting rights are set out in the memorandum & articles). for nominee-held shares, additional information about the nominator is required. entities incorporated before 2025 have until the deadline of 2 january 2026 to comply, with filings facilitated via registered agents. updates to filed particulars must be submitted within 30 days of changes.

these filings are private and accessible only to registered agents and authorized authorities through the virrgin system. public filing remains an option. importantly, existing entities can file their register without disbursement fees.

registers of general and limited partners

general partners must now be registered for all limited partnerships (lps). however, siba-licensed funds are exempt from filing their limited partner register but must still file exemption details.

key filing requirements include:

• filing within 30 days of registration, continuation, or restoration.
• updates within 30 days of changes to partners or their particulars.

the names of general partners will be publicly accessible for a fee, while limited partner information will remain available only to registered agents, competent authorities, and law enforcement. additionally, lps must ensure their registered agent holds the latest limited partnership agreement and updates it promptly for amendments.

register of beneficial owners

a new central register of beneficial owners for both bvi business companies and limited partnerships will be maintained by the registry of corporate affairs.

who needs to file? all bvi business companies and limited partnerships, except for:

• • entities with shares traded on regulated markets.
  • entities already subject to disclosure and transparency rules under recognized international standards (details of exemptions must still be filed).

filing deadlines:

• • within 30 days of incorporation or continuation.
  • updates must be submitted within 30 days of changes.
  • companies incorporated before 2025 will have at least 1 year to comply.

who must be identified?

• • individuals holding at least 10% of shares or voting rights.
  • those with the power to appoint/remove a majority of the board.
  • any person exercising significant control.

access: information will be accessible to entities (via their registered agent), competent authorities, and law enforcement. for beneficial owners with a 25% or greater interest, their details can be accessible provided that the person requesting the information can demonstrate a legitimate interest for purposes relating to anti-money laundering, counter-terrorist financing or counter-proliferation financing. for more details on access to information please see our post here.

our team is ready to help you understand the new requirements. don't hesitate to each out if you have questions.

the bvi business companies act and limited partnership act will undergo significant changes effective 2 january 2025. these amendments introduce new filing requirements and registry disbursements that impact both new and existing entities. here is what you need to know.

new entities for 2025

if you are considering incorporating a new entity in the british virgin islands in early 2025, here are the new requirements and associated costs:

for new company incorporations:

for new limited partnerships (lps):

existing entities – what do i need to know?

widespread amendments to the bvi business companies act and the limited partnership act become effective on 2 january 2025. entities in existence before that date have 6 months to comply.

every relevant bvi entity will need to file details of its shareholders (or in the case of limited partnerships their general and limited partners) and beneficial owners at the registry. please note that no disbursement fee will be payable to file the register of members for existing entities between january and june 2025.

we are busy designing our processes to verify the information we hold before filing at the registry – watch this space!

our team are ready to help you understand the new requirements. reach out if you have questions.

clients should be aware of widespread amendments to the bvi limited partnership regime announced 10 december 2024. some changes are already effective, others are anticipated to come into effect on or after 2 january 2025.

the practical effect of these changes will be to mirror the level of information required to be held and/or filed for corporate entities (under the recent bvi business companies act amendments). the key changes to the law will include the following:

lps must supply a copy of the limited partnership agreement to the registered agent

any amendment to the limited partnership agreement must be filed with the registered agent within 15 days of the amendment.

register of general partners requirements

• the registered agent must keep a copy of the full register of general partners.

• the current general partners for all lps must be filed with the registry of corporate affairs.

• this register will only be accessible by the registered agent, competent authorities and law enforcement only.

• names of general partners will be available publicly on payment of a fee (as is the case with the directors of bvi companies).

register of limited partners requirements

• the registered agent must keep a copy of the full register of limited partners.

• the details of all current limited partners need to be filed registry - funds registered under the securities and investment business act are exempt.

• this register will only be accessible by the registered agent, competent authorities and law enforcement only.

filing of beneficial ownership information with registrar – in simple terms

• all beneficial owners holding a 10% interest or more, or able to exercise control over the lp will need to be identified and their details filed with the registrar.

• those with a 25% interest will be accessible at the registry later on in 2025, subject to a legitimate interest filter (full consultation will happen in early 2025).

• exemption for siba registered funds, but they need to file details of the bvi licensed person who holds the beneficial ownership information and can make it available within 24 hours.

changes of partners and / or beneficial owners, or their particulars need to be filed at the registry within 30 days

introduction of financial annual return (not yet in force, template not yet published)

for new lp registrations registers of general and limited partners will need to be filed within 30 days of registration. we expect the registration of beneficial owner information to become effective from 2 january 2025.

existing lps will have 6 months from the effective date(s) to arrange their required filings.

other changes

1. automatic re-registration – the transition period for existing lps to re-register under the lp act reduced to 7 years (from 10 years). existing lps that have not made an application to re-register will be automatically re-registered at the end of this period.

2. lps which are struck off will be automatically de-registered on the same date (similar to the recent changes for companies). existing struck off lps will be automatically de-registered within 6 months of the effective date unless they restore with the registrar under the current process (effective date not yet announced). like the company regime, following strike off and de-registration, restoration can be arranged via the registrar (once certain conditions are met) or by the court.

3. continuation out – similar to a company, lps will now be required to advertise their notice of intention to continue out in the gazette and to notify the lps and creditors of this intention. in addition, the lp will be required to declare to the registrar that these notification requirements have been complied with in addition to other declarations that there are no pending legal proceedings, no pending requests for information etc.

we’ll keep you informed on timing and the practical implications as they develop, in the meantime if you have any questions please reach out to a member of our global team.

the department of the registrar of companies and intellectual property (the registrar) has announced changes to the prevention and suppression of money laundering and terrorist financing law (l.188(i)/2007) (the aml law) following amendments made on 6 december 2024.

here are the key points:

penalties for companies, not officers:

financial penalties for failing to submit information on beneficial owners will now only apply to the company or legal entity itself, not the company’s officers.

liability for directors:

directors or managing directors of a company who fail to ensure compliance with beneficial ownership obligations will share responsibility with the company for paying any financial penalties imposed on the company.

revised financial penalties:

• the initial fine has been reduced from €200 to €100.
• daily penalties have been reduced from €100 to €50.
• the maximum total penalty is now capped at €5,000 instead of €20,000.

the registrar now has the authority to:

• remove a company from the register if it fails to meet its obligations under the aml law.
• apply to the court to issue a court order ordering the the compliance of any person with the obligations arising from aml law.

extended deadlines:

recognising the practical challenges and financial implications, the deadline for submitting beneficial ownership information has been extended to 31 january 2025 for all companies and legal entities. additionally, the 2024 data confirmation process has been extended to 31 march 2025.

from 1 february 2025, companies that fail to comply with these requirements will face administrative and other penalties under the amended aml law.

following the above arrangements, financial penalties imposed since 1 april 2024 will be revoked, and any amounts already paid will be refunded.

these changes aim to streamline compliance requirements while reducing the financial burden on companies, providing a clearer path forward for meeting beneficial ownership obligations.

a partir de 1 de janeiro de 2023, todas as bvi business companies têm uma nova tarefa na sua lista de afazeres – preparar e enviar uma declaração financeira anual (financial annual return – far) ao seu agente registrado. isso deve ser feito nove meses após o encerramento do exercício financeiro (financial year end – fye) de cada empresa.

diante desta nova exigência, reunimos respostas para as perguntas mais comuns que recebemos no último ano. se você não encontrar a resposta para sua dúvida ou precisar de assistência com serviços contábeis, envie um e-mail para bvifar@harneysfiduciary.com.

o que é o bvi far?

salvo exceções limitadas, desde 1 de janeiro de 2023, as empresas de negócios das ilhas virgens britânicas (bvi business companies) devem fornecer determinadas informações financeiras ao seu agente registrado anualmente, na forma de um far.

o far é composto basicamente por uma demonstração de resultados e um balanço patrimonial simples. você pode ver o modelo aqui.

o primeiro encerramento de exercício (fye) que deverá ser enviado será a partir de 31 de dezembro de 2023.

quais empresas estão isentas de enviar o far?

as seguintes entidades estão isentas da exigência de envio do far:

• entidades listadas em uma bolsa de valores reconhecida
• entidades reguladas pela comissão de serviços financeiros das bvi (fsc) que já sejam obrigadas a apresentar contas
• entidades que apresentem declarações fiscais anuais e demonstrações financeiras ao departamento de receita das bvi
• entidades que já estejam em liquidação quando o far anual for devido, ou seja, se a empresa enviar sua documentação de liquidação ao registro das bvi antes do fim do exercício financeiro

empresas inativas e empresas de participação pura estão isentas?

não. todas as bvi business companies devem apresentar o far, a menos que se enquadrem em uma das categorias de isenção mencionadas acima.

entidades aprovadas como gestores pelas bvi estão isentas?

na maioria dos casos, sim. gestores aprovados pelas bvi, que são regulados pela fsc e enviam demonstrações financeiras à fsc, não precisam apresentar o far.

como determinar o fye de uma empresa nas bvi?

o fye é definido pelos diretores, podendo ser qualquer data de acordo com as operações/necessidades do grupo. essa data deve constar em uma ata de reunião do conselho e o agente registrado da empresa (por exemplo, a harneys fiduciary) deve ser informado.

minha empresa já preparou demonstrações gerenciais. posso enviá-las?

não. as empresas das bvi devem enviar o modelo oficial do far, conforme publicado pelas autoridades. demonstrações financeiras ou relatórios gerenciais em outros formatos não serão aceitos.

quando os fars vencem?

os fars devem ser enviados até nove meses após o encerramento do exercício financeiro correspondente.
o primeiro fye devido foi 31 de dezembro de 2023. a fsc das bvi concedeu uma extensão de nove meses apenas para esse primeiro período, referente a exercícios iniciados a partir de 1 de janeiro de 2023 – não haverá extensões automáticas para os períodos seguintes. a partir de agora, o prazo padrão de nove meses se aplicará aos períodos encerrados em 31 de dezembro de 2024 e posteriores. caso não seja possível apresentar o far dentro do prazo, é possível solicitar prorrogação via agente registrado.

o far é exigido para o fye 2022?

não. o far não é necessário para o fye de 31 de dezembro de 2022. as primeiras entregas ocorrerão em 2024 para exercícios iniciados em 1 de janeiro de 2023 ou depois.

minha empresa tem fye em 30 de junho de 2023. quando devo apresentar o far?

se o exercício financeiro não coincidir com o ano civil, o primeiro fye será o período correspondente ao início do exercício. por exemplo, uma empresa com fye em 30 de junho terá seu primeiro período de apuração de 1 de julho a 30 de junho, e deverá apresentar o far até 31 de março do ano seguinte.

onde e como posso apresentar meu far?

clientes que preparam o far por conta própria ou por meio de contadores externos devem enviá-lo ao seu agente registrado.
se a harneys fiduciary for seu agente registrado, enviaremos instruções sobre como será feita a submissão.

como a harneys pode ajudar na preparação do far?

nosso departamento especializado de serviços contábeis conta com profissionais qualificados e experientes, prontos para auxiliar. podemos ajudar na preparação dos registros contábeis, demonstrações financeiras e no preenchimento do far. para mais informações, entre em contato pelo e-mail bvifar@harneysfiduciary.com.

é necessário enviar documentos adicionais junto com o far?

não. não é necessário enviar documentos adicionais (como demonstrações financeiras, faturas etc.) com o far. o far deve ser enviado no formato do modelo oficial, e outros formatos não serão aceitos.

o far precisa ser assinado por um responsável autorizado (ex.: diretor)?

não. no momento, não há exigência de assinatura no far.

as informações do far devem ser baseadas em demonstrações financeiras consolidadas ou individuais?

o far deve ser preenchido com os números individuais da empresa bvi, e não com dados consolidados.

é necessário enviar demonstrações financeiras auditadas?

a submissão deve ser feita no modelo de far emitido pela fsc das bvi. você pode encontrar o modelo aqui. não é exigida auditoria como parte do requisito do far.

is the fye and economic substance reporting date the same?

não. os prazos para o reporte de substância econômica variam conforme a data de incorporação da empresa ou caso a empresa tenha optado por um período específico para o seu período de reporte, como o ano-calendário.

o requisito para o far é que ele seja enviado dentro de nove meses após o fye.

se você deseja alinhar ambos os períodos de reporte e a harneys fiduciary for o seu agente registrado, entre em contato com o seu administrador habitual da harneys e podemos ajudar a organizar isso.

as empresas em liquidação estão isentas?

estão isentas as empresas que já estejam em liquidação quando o seu far for exigido. isso significa que a empresa não precisa enviar o far se apresentar seus documentos de liquidação ao registro das bvi antes do encerramento do seu exercício financeiro.

existem políticas ou princípios contábeis prescritos que precisam ser seguidos?

não existem políticas ou princípios contábeis prescritos sob os quais o far deva ser preparado. qualquer padrão contábil reconhecido pode ser usado para a elaboração do far.

os fars enviados são públicos?

ao apresentar o far ao agente registrado, as informações permanecem confidenciais e sob o controle do agente. o agente é responsável por compartilhar as informações somente mediante solicitações válidas das autoridades competentes das bvi.

qual moeda pode ser usada para preparar o far?

qualquer moeda principal pode ser usada para preparar o far.

os fars precisam ser auditados?

não, os registros contábeis da sua entidade não precisam ser auditados para este far.

se minha entidade possuía uma licença regulatória que foi recentemente cancelada, ainda preciso apresentar um far?

se a entidade não apresentou demonstrações financeiras ao regulador para um exercício financeiro e o far for exigido para esse exercício, então deverá enviar o far ao seu agente registrado.

minha entidade está inativa. posso enviar uma declaração com todos os valores zerados?

as empresas das bvi normalmente possuem capital social e despesas operacionais, como taxas anuais do governo e do agente registrado, que precisam ser refletidas na declaração. por isso, uma submissão totalmente zerada não é esperada nem incentivada.

quais são as consequências de não cumprir o requisito do far?

se uma empresa não apresentar sua declaração anual dentro do prazo, o agente registrado deve notificar o registro dentro de 30 dias a partir da data de vencimento da declaração financeira anual. quando tal notificação é feita, a entidade deixa de ser considerada em situação regular no registro.

a entidade estará sujeita a penalidades no registro: de acordo com as orientações atuais, uma empresa que não apresentar o far no prazo estará sujeita a uma multa de us$300 pelo primeiro mês após o vencimento do far e, para cada mês subsequente, a multa será de us$200 por mês, até um máximo de us$5.000. quando uma empresa atingir a multa máxima, o registrador também poderá excluí-la do registro.

quando o far em atraso for recebido pelo agente registrado, ele deverá fazer um envio adicional confirmando o recebimento do far para restaurar a situação regular da entidade — taxas administrativas serão aplicadas.

dúvidas? entre em contato conosco pelo e-mail bvifar@harneysfiduciary.com

a partir del 1 de enero de 2023, todas las bvi business companies tienen una nueva tarea en su lista de obligaciones: preparar y presentar una declaración financiera anual (far) a su agente registrado. esto se aplica nueve meses después del cierre del ejercicio fiscal de cada empresa (fye).

en vista de este nuevo requisito, hemos recopilado respuestas a las preguntas más frecuentes que hemos recibido en el último año. si no encuentra la respuesta a su consulta o necesita asistencia con servicios contables, escríbanos at bvifar@harneysfiduciary.com.

¿qué es el far de las bvi?

con sujeción a excepciones limitadas, desde el 1 de enero de 2023 las bvi business companies están obligadas a proporcionar cierta información financiera a su agente registrado de forma anual en la modalidad de un far.

se trata de un simple estado de resultados y balance general. puede ver la plantilla aquí.

el primer ejercicio fiscal (fye) que debe presentarse será el que finalice el 31 de diciembre de 2023 en adelante.

¿qué empresas están exentas de presentar un far?

las siguientes entidades están exentas de la obligación de presentar el far:

• entidades cotizadas en una bolsa de valores reconocida.

• entidades reguladas por la bvi financial services commission (fsc) que ya están obligadas a presentar cuentas.

• entidades que presentan declaraciones fiscales anuales y estados financieros ante la hacienda de las bvi.

• entidades que ya se encuentren en liquidación cuando su declaración anual sea exigible, es decir, si presentan su documentación de liquidación al registro de las bvi antes del cierre de su ejercicio fiscal.

¿las empresas inactivas o “pure equity holding” están exentas?

no. todas las bvi business companies deberán presentar su far a menos que cumplan con una de las categorías de exención anteriores.

¿las entidades aprobadas como “bvi-approved managers” están exentas?

en la mayoría de los casos, sí. los “bvi-approved managers” regulados por la bvi fsc y que presentan estados financieros a la fsc no están obligados a presentar el far.

¿cómo determinar el fye de una empresa de bvi?

el fye lo determinan los directores, y la entidad puede fijar cualquier fecha de cierre en función de sus operaciones o necesidades de grupo. el fye debe registrarse en una resolución del consejo, y el agente registrado de la empresa (por ejemplo, harneys fiduciary) debe ser informado.

mi empresa ya preparó estados financieros de gestión. ¿puedo presentar esos?

no. las bvi companies deben presentar el far en la plantilla emitida por las autoridades. los estados financieros o de gestión en otros formatos no serán aceptados.

¿cuándo se debe presentar el far?

debe presentarse 9 meses después del cierre del ejercicio al que corresponde. el primer fye a presentar fue el 31 de diciembre de 2023. la bvi fsc concedió una prórroga de 9 meses para el primer período, pero esto solo aplica al primer ejercicio iniciado el 1 de enero de 2023 o después. no habrá extensiones automáticas para períodos posteriores. en adelante, aplicará el plazo normal de 9 meses para ejercicios terminados el 31 de diciembre de 2024 y siguientes. si una entidad no podrá presentar el far a tiempo, puede solicitar una prórroga a través de su agente registrado.

¿se requiere far para el fye 2022?

no. el far no es obligatorio para el fye que finalizó el 31 de diciembre de 2022. las primeras presentaciones se harán en 2024 para períodos iniciados el 1 de enero de 2023 o después.

mi empresa tiene fye el 30 de junio de 2023. ¿cuándo debo presentar el far?

si el ejercicio no coincide con el año calendario, el primer fye estará comprendido entre las fechas de inicio y fin de su período fiscal. por ejemplo, una empresa con fye el 30 de junio tendrá su primer período desde el 1 de julio hasta el 30 de junio, y deberá presentar el far antes del 31 de marzo del año siguiente.

¿dónde y cómo puedo presentar mi far?

los clientes que preparen el far por sí mismos o con contadores externos deben presentarlo a su agente registrado. si harneys fiduciary es su agente registrado, le enviaremos instrucciones específicas sobre el proceso de presentación.

¿cómo puede ayudarme harneys a completar el far?

nuestro departamento de servicios contables está formado por profesionales calificados y experimentados, familiarizados con los nuevos requisitos y listos para asistirle. podemos ayudarle con la preparación de registros contables, estados financieros y la cumplimentación del far. para más información, contacte con nosotros en bvifar@harneysfiduciary.com.

¿qué documentos adicionales debo enviar con el far?

no es necesario presentar documentos adicionales (por ejemplo, estados financieros, facturas, etc.) junto con el far. debe presentarse tal como figura en la plantilla oficial; no se aceptarán otros formatos o documentos financieros.

¿debe el far ser firmado por una persona autorizada (por ejemplo, director)?

no. actualmente no es obligatorio que el far sea firmado.

¿la información del far debe basarse en estados financieros consolidados o individuales?

el far debe completarse con las cifras individuales de la empresa de bvi, no con datos consolidados.

¿es necesario presentar estados financieros auditados?

la presentación debe hacerse usando la plantilla oficial del far emitida por la bvi fsc. puede encontrar la plantilla aquí. no se requiere auditoría como parte de la obligación del far.

¿el fye y la fecha de reporte de economic substance son iguales?

no. los plazos para el reporte de economic substance varían según la fecha de incorporación de la empresa o si esta eligió un período específico (por ejemplo, año calendario).

el far debe presentarse dentro de los nueve meses posteriores al fye.

si desea alinear ambos períodos y harneys fiduciary es su agente registrado, contacte a su administrador habitual de harneys para coordinarlo.

¿las empresas en liquidación están exentas?

sí, si ya están en liquidación cuando vence el far. esto significa que no deberán presentarlo si han entregado la documentación de liquidación al registro de las bvi antes del cierre de su ejercicio fiscal.

¿existen políticas o principios contables prescritos que deban seguirse?

no. cualquier estándar contable reconocido puede utilizarse para preparar el far.

¿los far presentados son públicos?

no. la información permanece confidencial bajo control del agente registrado, quien solo la compartirá ante solicitudes válidas de las autoridades competentes de las bvi.

¿qué moneda se puede utilizar para preparar el far?

puede utilizarse cualquier moneda principal.

¿los far deben auditarse?

no. los registros contables de su entidad no necesitan ser auditados para este far.

si mi entidad tenía una licencia regulatoria recientemente cancelada, ¿debo presentar el far?

sí, si no se han presentado estados financieros al regulador para ese ejercicio y el far es exigible, deberá presentarse al agente registrado.

mi entidad está inactiva. ¿puedo presentar una declaración en ceros?

no es lo esperado ni lo recomendado, ya que las empresas de bvi normalmente tienen capital social y gastos operativos como tasas gubernamentales y del agente registrado, que deben reflejarse en la declaración.

¿cuáles son las consecuencias de no cumplir con el far?

si una empresa no presenta su declaración anual en el plazo, el agente registrado debe notificarlo al registro en un plazo de 30 días desde el vencimiento. esto hará que la entidad pierda su estatus de “good standing”.

las multas actuales son: usd 300 por el primer mes de retraso y usd 200 por cada mes adicional, hasta un máximo de usd 5.000. si se alcanza el máximo, el registro puede dar de baja a la empresa.

cuando el agente recibe un far atrasado, debe hacer una presentación adicional para confirmar su recepción y restaurar el “good standing” de la entidad — se aplicarán tasas administrativas.

¿preguntas? escríbanos a bvifar@harneysfiduciary.com

自2023年1月1日起，所有bvi商业公司（bvi business companies）有一项新的待办任务——准备并向其注册代理提交年度财务申报（far）。此要求在公司财务年度结束（fye）后九个月生效。

鉴于这一新要求，我们整理了过去一年中最常见问题的解答。如果您找不到相关问题的答案，或需要会计服务方面的协助，请发送电子邮件至 bvifar@harneysfiduciary.com.

什么是bvi far？

除有限例外外，自2023年1月1日起，bvi商业公司必须每年以far的形式向其注册代理提供特定的财务信息。

这是一份简单的利润表和资产负债表。您可以在此查看模板。

首个需要提交的财务年度为2023年12月31日或之后结束的财年。

哪些公司可豁免提交far？

以下实体可豁免提交far：

• 在认可的证券交易所上市的实体

• 受bvi金融服务委员会（bvi fsc）监管且已被要求提交账目的实体

• 向bvi税务局提交年度纳税申报和财务报表的实体

• 在其年度申报到期时已进入清算的实体（即在财务年度结束前已向bvi注册处提交清算文件的公司）

休眠公司和纯股权持有公司是否豁免？

不，这些公司不豁免。除非符合上述豁免类别，否则所有bvi商业公司都必须提交far。

bvi批准的管理人是否豁免？

在大多数情况下是的。受bvi fsc监管并向fsc提交财务报表的bvi批准管理人无需提交far。

如何确定bvi公司的fye？

fye由董事决定，公司可根据其运营或集团需求选择任何日期作为财务年度结束日。fye应记录在董事会决议中，并通知公司的注册代理（例如harneys fiduciary）。

我的公司已准备了管理账目，可以直接提交吗？

不能。bvi公司必须提交当局发布的far模板。其他格式的财务报表或管理账目将不被接受。

far何时到期？

far必须在财务年度结束后的9个月内提交。首个需提交的fye为2023年12月31日。bvi fsc宣布首个far期间可延长9个月，但该延长期仅适用于自2023年1月1日或之后开始的首个财务年度——第二个财年则无自动延长期。今后，对于2024年12月31日及之后结束的财务年度，将适用通常的9个月期限。如公司无法按时提交far，可通过注册代理申请延期。

fye 2022是否需要far？

不。2022年12月31日结束的fye不要求提交far。首次提交将在2024年进行，适用于2023年1月1日或之后开始的财务年度。

我的公司fye为2023年6月30日，何时需提交far？

如果财务年度与日历年不一致，则首个fye取决于公司财务年度的起始日期。例如，fye为6月30日的公司，其首个财务期间为7月1日至次年6月30日，必须在次年3月31日前提交far。

我可以在哪里以及如何提交far？

客户可自行或通过外部会计师准备far，并向注册代理提交。如果harneys fiduciary是您的注册代理，我们将提供相关提交流程的详细说明。

harneys如何帮助我完成far？

我们的专业会计服务部门由经验丰富且资质齐全的人员组成，熟悉新要求并随时为您提供协助。我们可以帮助您准备公司会计记录、财务报表以及完成far。如需更多信息，请发送邮件至 bvifar@harneysfiduciary.com 联系我们的团队。

提交far时需要附加哪些文件？

无需随far提供额外文件（例如财务报表、发票等）。far必须按模板要求提交，其他格式的财务文件将不被接受。

far是否需要由授权人（例如董事）签署？

不，目前规定far不需要签署。

far中的信息应基于合并报表还是单体报表？

far必须使用bvi公司的单体数据填写，而不是合并数据。

是否需要提交审计过的财务报表？

far必须使用bvi fsc发布的官方模板提交。您可以在此找到模板。far不要求审计。

fye与经济实质（economic substance）的申报日期是否相同？

不相同。经济实质申报的截止日期取决于公司注册时间或是否选择特定的申报期间（例如日历年）。far必须在fye结束后九个月内提交。 如果您希望统一两个申报期且harneys fiduciary是您的注册代理，请联系您的harneys日常管理员，我们可协助安排。

清算中的公司是否豁免？

是的，如果公司在far到期时已处于清算中，则可豁免。这意味着，如果公司在财务年度结束前向bvi注册处提交清算文件，则无需提交far。

far是否有规定的会计政策或准则？

没有。任何公认的会计准则均可用于编制far。

提交的far是否公开？

不。提交至注册代理的far信息将保持机密，仅在收到bvi主管当局的合法请求时才会共享。

far可以使用哪种货币编制？

可使用任何主要货币编制far。

far是否需要审计？

不，公司的会计记录在此far中无需审计。

如果我的公司持有的监管牌照最近被取消，是否仍需提交far？

如果公司在该财务年度未向监管机构提交财务报表，且该年度的far到期，则必须向注册代理提交far。

我的公司处于休眠状态，可以提交全为零的数据吗？

不建议也不预期这样做。bvi公司通常有股本和运营支出（如年度政府费用及注册代理费用），这些都需要反映在申报中。

不遵守far要求会有什么后果？

如果公司未按时提交年度申报，注册代理必须在申报到期后30天内通知注册处。一旦通知，公司将失去“良好信誉”状态（good standing）。

根据现行规定，逾期罚款为：到期后首月300美元，其后每月200美元，最高不超过5,000美元。若达到最高罚款，注册处还可将该公司从登记册中除名。

当注册代理收到逾期的far后，还必须进行额外的提交以确认已收到far，从而恢复公司的“良好信誉”状态——届时将收取行政费用。

如有疑问，请联系： bvifar@harneysfiduciary.com

the legal structuring of an investment fund is a process that requires careful analysis of various legal, regulatory, and tax aspects. during this process, investment managers encounter several challenges, including determining the jurisdiction, type of fund, appropriate legal structure, selection of officials, investment management vehicle, and its future distribution.

below, we analyse some of the aspects that latin american investment managers consider when establishing their investment vehicles:

jurisdiction: one of the first decisions managers face is the selection of jurisdiction, evaluating whether they need to establish a local (onshore) or international (offshore) investment fund.

in the first case, certain types of funds domiciled in countries within the region may offer specific benefits to investors from that country in terms of market access, regulatory familiarity, and tax benefits, making it an attractive vehicle for certain investment proposals.

in the second case, in latin america, establishing offshore investment funds is a common choice due to their flexible legal framework, tax neutrality, and lower costs. generally, latin american investors have no restrictions in their countries on investing in offshore funds. these vehicles are also familiar to the north american market, with the cayman islands as the predominant jurisdiction, followed by the british virgin islands, bermuda, and the bahamas.

european options, such as ireland or luxembourg, are also relevant for setting up investment funds. these options are primarily attractive for managers whose investor base is in europe, as they facilitate the fund’s commercial promotion in that market. on the downside, these funds are typically more regulated and costly than offshore funds.

type of fund: open or closed?

open-ended funds are liquid investment funds that allow investors to redeem their shares at any time, according to the frequency established by the fund (daily, monthly, quarterly, etc.).

these funds are regulated by the mutual fund legislation of the respective jurisdiction, generally establishing different fund categories depending on the number of investors, minimum investment per investor, and/or assets under management.

closed-end funds (such as private equity or venture capital) are investment vehicles intended for illiquid investments, implying a longer-term investment. consequently, the legal structuring in these cases differs, as redemption is not at the discretion of investors but follows the timelines established by the fund and the discretion of its directors. until recently, closed-end funds were not regulated, but since 2019, most offshore jurisdictions have introduced regulations, making them regulated vehicles (except in a few jurisdictions, such as canada, which has seen growing use in recent years).

legal vehicle: corporation or lp?

an offshore investment fund is a legal vehicle that obtains a fund license issued by the regulator of the respective jurisdiction. the legal vehicles used can be a corporation, a limited partnership, or a unit trust. in latin america, it is common practice for open-ended funds to primarily use corporations as legal vehicles, while closed-end funds are predominantly set up using limited partnerships.

selection of providers and officials

once the jurisdiction, legal vehicle, and type of fund are determined, the investment manager must secure the necessary officials for the fund's operation. for this purpose, the manager must select (i) legal advisors responsible for drafting the fund documentation and obtaining the license, (ii) administrators responsible for calculating the fund’s share price; (iii) auditors to audit the share calculations and fund accounting; (iv) independent directors, recommended for good corporate governance; and (v) custodian banks and brokers.

vehicle for fund management

regulated funds are typically managed by a licensed vehicle for managing financial assets. offshore jurisdictions generally do not restrict investment management companies constituted in most latin american countries from directly managing the fund’s investments. however, due to operational and tax factors, latin american managers often opt to establish a licensed investment management vehicle in an offshore jurisdiction.

distribution

the marketing of the investment fund is another consideration for managers when setting up their structures. in an investment fund, investors may subscribe directly or through the bank where they hold an account. in the latter case, certain banks—especially in north america—may require agreements to allow this operation. issuing a note program can be an efficient alternative for achieving wider fund distribution.

tax aspects

determining tax aspects is a crucial factor in structuring. although the offshore jurisdictions mentioned offer tax neutrality, it is essential to assess the tax impact across all jurisdictions involved (investors’ residence, place of investments, etc.) to define the most efficient structure.

conclusion

the legal structuring of an investment fund is a complex process that requires careful planning and consideration of various factors, including those mentioned above. with a solid understanding of these aspects, latin american managers can make informed decisions that benefit both the fund and its investors.

this article was originally published in flexfund’s 2024-2025 annual report.

the cayman islands, long established as a leading jurisdiction for investment funds, has steadily evolved its regulatory framework to align with global standards while preserving its attractiveness to international investors. a notable development in this evolution is the introduction of the beneficial ownership regime. for investment fund managers, understanding this regime and the valuable role of the contact person is essential to ensure both compliance and smooth operations.

the beneficial ownership regime: a brief overview

on november 24, 2023, the cayman islands parliament passed the beneficial ownership transparency act, 2023 (the "act"), which became effective on july 31, 2024. this legislation consolidates previously disparate provisions into a unified framework, significantly expanding the scope of beneficial ownership transparency and associated compliance requirements. enforcement of the act will commence in early 2025, giving legal entities a transitional period to adapt.

expanded scope and heightened due diligence

the regime now encompasses limited partnerships, exempted limited partnerships, and foundation companies, broadening its reach. additionally, in line with the cayman islands anti-money laundering regulations, the definition of a beneficial owner has been updated, requiring entities to provide more detailed information on their beneficial owners. this information must be kept current, with the responsibility of ensuring updates placed directly on the entity.

key provisions

the act mandates that all "legal persons", which include funds, must maintain a beneficial ownership register, recording the "required particulars" of their beneficial owners (bos). bos are individuals who:

• directly or indirectly own or control 25% or more of shares, rights, or partnership interests;
• exercise ultimate control over the management of the legal entity; or
• exert control through other means.

if no individual satisfies these conditions, the entity must designate a senior managing official (smo) of the entity as the contact. for subsidiaries of cayman-registered legal persons, a reportable legal entity (rle) should be identified.

elimination of exemptions and introduction of compliance alternatives

while the act removes exemptions, it introduces alternative routes to compliance for some entity types. this is designed to alleviate some of the administrative burden by streamlining reporting obligations for these entities, including funds.

implications for investment funds

investment funds, while previously exempt, must now maintain a bo register with their corporate service provider, containing the required particulars. investment funds have the option, however, to pursue an alternative route to compliance and nominate a contact person instead. the alternative route to compliance for funds was put in as authorities recognised the fluid and transactional nature of funds.

where a contact person is nominated, it is their details that would appear on the bo register, instead of investors or controllers. the contact person therefore effectively reduces the administrative burden associated with managing and updating the register by liaising with the relevant authorities on behalf of the fund.

how we can help: contact person services

our experienced team is well-placed to serve as your contact person, ensuring compliance with the regime’s requirements.

key responsibilities of the contact person:

1. liaison: the contact person facilitates communication between the fund and cayman islands authorities, is responsible for providing the requested bo information, and responsible for addressing any inquiries or requests for additional information regarding beneficial ownership.
2. access: to fulfil its obligations, the contact person is required to ensure it has access to the bo information to enable it to provide the information in the stipulated timeframe.
3. data: the contact person is also required to ensure the data provided to the competent authority meets the requirements stipulated in the act.
4. confidentiality: all beneficial ownership data is handled with strict confidentiality, accessible only to authorized personnel and used in accordance with cayman islands law. the contact person must also stay up to date with regulatory changes to ensure ongoing compliance.

conclusion

as global regulatory standards continue to evolve, maintaining compliance with the cayman islands beneficial ownership regime is paramount to preserving the integrity and reputation of investment funds. understanding the regime and leveraging the expertise of a contact person will ensure a smooth transition into this new regulatory landscape.

engaging a professional provider not only guarantees compliance, but also allows fund managers to focus on core investment priorities. for more information on how our contact person services can support your investment fund, contact our dedicated team.

read this important legal guide on amendments to the bvi business companies act 2004, issued by our strategic alliance partner harneys, authored by partners george weston and rachel graham and senior associate james kitching.

clients should be aware of these important changes to the bvi regime coming into effect shortly. as part of our strategic alliance we work closely with harneys on the legislative development of the jurisdiction, making sure clients are able to keep up with changes. we’ll keep you informed on timing and the practical implications as they develop, in the meantime if you have any questions please reach out to a member of our global team.

various significant amendments to the bvi business companies act 2004 will come into force shortly.

in september, the house of assembly in the bvi passed a set of amendments to the bvi’s business companies act (the principal piece of corporate legislation in the bvi). these amendments are not yet in force as of the time of writing, although are expected to be enacted soon.

the key changes to the law will include the following:

• a company’s register of members will be required to be filed with the registrar of corporate affairs (the registrar) on a private basis.
• new registration requirements will apply for companies which have "nominee" shareholders and which use licenced professional directors.
• new requirements will apply to continuations out of the jurisdiction aimed at preventing companies from using the migration process to avoid any regulatory action or pending litigation.
• companies will have an express duty to co-operate with regulators and the registrar will be granted additional enforcement and information gathering powers.
• impacted persons will be able to apply for court rectification of a company’s register of directors.

the amendments are being introduced to ensure the bvi keeps pace with international best practices and with international standards established by standard-setting bodies such as the global forum on transparency and exchange of information for tax purposes and the financial action task force. in in particular, with these amendments the bvi has taken steps to ensure the jurisdiction moves quickly to address the recommendations made in the mutual evaluation report published earlier this year. the bvi remains committed to having a robust, modern corporate and regulatory framework and to fighting financial crime in all its forms.

in this client update, we will use the term amended act to refer to the principal legislation as it will be once these amendments are in force.

register of members

companies will now be required to file their register of members with the registrar on a private basis. this is similar to requirements introduced several years ago for the register of directors. shareholder information will not be publicly available or searchable.

the amended act will allow for a transitional period of six months (which will start from the date the legislation is brought into force) to give existing companies time to come into compliance. newly incorporated companies will need to comply from the date of incorporation.

registers of nominee shareholders and professional directors

there are new registration requirements for companies which have "nominee" shareholders and/or licensed professional directors. this will require companies to file both the names of the relevant directors and nominees but also details of any individuals on whose instructions the professional director or nominee shareholder is acting.

as with the register of members, this information will not be publicly available or searchable. a transitional period will also apply.

register of directors

persons who may be aggrieved by an omission or inaccuracy (or a delay to the updating of information) in a company’s register of directors will have a statutory power to apply for court rectification.

this aligns with similar rights already available in relation to a company’s register of members.

registration of beneficial ownership

on 1 january 2023, amendments were made to the act to include a framework for the future introduction of a public beneficial ownership register in the bvi which, at that time, was expected to broadly align with the uk’s model.

given developments in global market practice (including a european court of justice decision which emphasized the need to balance transparency with privacy), it is now anticipated that the bvi will have a public beneficial ownership register which is only accessible to those who can show they have a legitimate interest in the information sought. the amended act provides some of the framework around that register, including critical exemptions for public companies and funds.

however, much of the detail, including the crucial question of how “legitimate interest” will be defined and measured, will be in supplementary legislation which is yet to be made public. we are aware of the interest from many clients on this point and will bring further updates as soon as we have them.

continuations out of the bvi

companies wishing to continue their corporate existence outside the bvi will need to confirm to the registrar that there are no pending proceedings, outstanding regulatory requests, or receivers appointed over the company or its assets. the changes supplement the additional protections for creditors and members introduced in 2023. we have not seen wide use of the continuation process by entities in litigation or under investigation and we expect this will impact few entities, although clients who are currently contemplating a continuation to another jurisdiction should factor in the possibility of some changes to the documentation needed and the process.

restoration

minor changes have been made to the provisions regarding the restoration of dissolved companies to give companies a 14 day window from the date of restoration to comply with the recording keeping obligations on all bvi companies. this applies to both court ordered restorations and those using the administrative restoration regime introduced in 2023.

cooperation with regulators

a focus of the legislation is ensuring the bvi’s regulators have the right tools, and quick access to the information they need, to discharge their functions. the amended act introduces an express duty on companies to co-operate with competent authorities and bvi law enforcement agencies. the registrar also has a new power to require a company to provide a "return" on its business and affairs.

next steps

there is no need for entities to take immediate action at this stage. although additional information will need to be provided to the registrar (once the legislation is in force), the majority of this information should already be in the hands of their registered agent and if their records are up to date the administrative burden on clients should be limited.

harneys will be providing further updates on the legislation, as market practice develops, and regulatory guidance becomes available, and we will be providing greater detail on some of these topics in due course.

with the enactment of the acra (registry and regulatory enhancements) bill (enhancement bill) on 2 july 2024, the contact address regime has been introduced with the goal of enhancing protection of residential addresses lodged with the accounting and corporate regulatory authority (acra).

background

as the national business registry, acra maintains and makes publicly available information about the business entities and associated individuals to faciliate regulatory and enforcement actions. one of such information collected is the residential address.

under the new contact address regime, acra will be displaying the designated contact address in place of residential addresses in its public records by the end of 2024.

the contact address must be located within the same jurisdiction as the individual’s residential address and cannot be a p.o. box. as the contact address is intended to protect the privacy of individuals' residential addresses, it does not apply to corporate shareholders.

transitioning to contact address

• for individuals who are position holders (e.g. company directors, business owners) and public accountants

presently, individuals can provide an alternate address to be displayed in acra’s public records instead of their residential address. a fee of us$30 (s$40) is levied for provision of alternate address.

by the end of 2024, the contact address regime will replace the existing alternate address system. as part of this transition, all existing alternate addresses on acra’s record will automatically be converted to contact addresses by the end of 2024.

acra strongly encourages individuals who have not yet provided an alternate address to do so before the formal implementation of the contact address regime. until a different address is submitted, an individual’s residential address will continue to be publicly displayed as the contact address upon commencement.

in relation to updating of alternate addresses before the transition:

1. individuals holding positions in multiple entities only need to file their alternate address once, and it will automatically update for all associated entities.
2. individuals who are both position holders and shareholders can update their alternate address in a single filing. for instance, when a director updates his alternate address, it will also apply as his contact address as individual shareholder once the regime commences.

the filing fee for submitting an alternate address will be waived from 23 august 2024 until the commencement of the contact address regime. no action is required for individuals who prefer to continue using their residential address as their contact address.

• for individuals who are solely shareholders

these individuals may consider engaging their company secretaries or corporate service providers (csps) to review the address registered with acra. if it reflects their residential address, they may consider providing another address to be reflected as contact addresses upon commencement.


this article was offered by janziel licayan and yonn yong.

on 26 september, the bvi financial services commission released an update regarding penalties for late submission of the financial annual return (far) for obligated bvi companies.

non-exempted bvi companies are still required to file a far with their registered agent within nine months after the end of the company’s financial year. the deadline for the first filing of far(s) continues to be 30 september 2024.

according to the announcement, neither the commission nor the registrar plan to take any enforcement action against:

• any company for failure to comply with the current established deadline of filing first far(s); or
• a registered agent for failure to provide the required notification to the registrar on failure by a company to file its far.

click here to read about the bvi fsc’s update on penalties.

we will continue to keep you updated on further developments. however, we strongly recommend filing the far of your bvi company as soon as possible, as penalties are expected to be introduced.

if you need any assistance, please contact us at bvifar@harneysfiduciary.com. if you need assistance with preparation of accounting records & annual returns, our specialised team at clientaccounting@harneysfiduciary.com is available to support you.

the british virgin islands (bvi) has established itself as a premier financial hub, particularly for investment fund managers seeking a business-friendly environment. among the key factors contributing to this reputation is the bvi approved manager regime, introduced by the bvi financial services commission(fsc).

this regime not only enhances credibility but also provides several strategic advantages for fund managers. here’s an in-depth look at the eight major benefits of the bvi approved manager regime, from regulatory flexibility to cost-effectiveness:

1. expedited approval process: one of the standout features of the bvi approved manager regime is its fast-track approval process, with most applications being processed within seven days. this allows managers to commence operations swiftly, providing a significant advantage in the competitive financial landscape.
   
   
2. cost-effectiveness: the approved manager regime is designed to be cost-efficient, reducing both initial setup and ongoing compliance costs. this is especially beneficial for smaller managers and start-ups who need to manage expenses carefully while establishing their operations.
   
   
3. regulatory flexibility: the regime offers fund managers a lighter regulatory and compliance load, enabling managers to allocate more resources to their primary business functions rather than administrative tasks. this flexibility is a key benefit for those looking to streamline their operations.
   
   
4. high aum limits: the regime permits substantial assets under management (aum) limits, up to us$400 million for open-ended funds and us$1 billion for closed-ended funds. this allows managers to scale their operations significantly while remaining within the regime's framework.
   
   
5. global reach and credibility: approved managers can manage both bvi and non-bvi funds, offering flexibility to service a global clientele. becoming a bvi fsc approved manager significantly enhances a firm’s reputation and credibility in the global financial market. the fsc is a respected regulator, known for its commitment to maintaining high standards of integrity and professionalism in the financial services industry. as a result, being approved by the fsc signals to clients, investors, and business partners that the manager operates within a trusted and well-regulated framework.
   
   
6. professional standards with flexibility: while the regime maintains high standards for the integrity and experience of individuals, it also offers flexibility in organizational structures. whether you prefer a business company, limited partnership, or limited liability partnership, the bvi approved manager regime accommodates various business needs and preferences. this adaptability makes it easier for managers to tailor their operations to fit their strategic goals.
   
   
7. reduce overhead: another significant advantage is the minimal need for extensive local infrastructure in the bvi. this helps managers cut down on associated costs, and the regime’s approach allows managers to maintain a lean operational model, further enhancing cost efficiency.
   
   
8. reputable jurisdiction: the bvi is a respected financial centre known for robust legal and financial services, political stability, and a neutral tax regime. this enhances the attractiveness of the jurisdiction for fund managers.

in summary, the bvi approved manager regime offers a balanced, efficient, and cost-effective regulatory framework that caters to the needs of modern fund managers. this enhanced credibility can be a decisive factor when attracting high-net-worth clients, institutional investors, or partners who prioritise regulatory compliance and risk management. it provides the necessary oversight to ensure investor confidence while granting managers the flexibility and support needed to grow and succeed in the global financial market.

strategically located at the crossroads of europe, asia, and africa, cyprus offers a business-friendly environment coupled with a robust legal framework.

with a full eu membership supported by a favourable tax regime, cyprus is an attractive destination for businesses looking to expand internationally. the island of cyprus boasts excellent infrastructure, skilled workforce, and a high quality of life, enhancing its appeal for establishing a company.

tax benefits

• 15% corporate tax rate, one of the lowest within europe
• broad network of double tax treaties
• unilateral tax credit on any tax paid abroad on the same income, irrespective of the existence of a double tax treaty
• profit from sale of shares and titles are exempt from taxation
• no capital gains tax other than on the disposal of immovable property situated in cyprus or shares representing immovable property based in cyprus
• payment of dividends and interest to non-cyprus tax residents are generally exempted from withholding tax (exceptions apply)
• notional interest deduction on new capital in the form of paid-up share capital or share premium of a cyprus company
• transfers of assets and liabilities between companies can be affected without tax consequences within the framework of a reorganisation (mergers and demergers, divisions, exchange of shares)
• ip box regime can bring effective tax rate down to 3% for ip holding companies with qualifying assets

incorporation process

• decide on the type of company (ie private or public company)
• decide on the name of the company
• determine address of registered office
• determine directors and secretary
• decide on the members and the share capital
• decide on the objects of the company
• decide on the memorandum and articles of association
• provided that the registrar of companies is satisfied that all relevant legal requirements for the registration of the company have been met, they will proceed with the publication of the company’s registration to the official gazette and issue the certificate of incorporation.

tax residency

on 31 december, 2022, cyprus changed its tax residency rules. previously, tax residency was mainly determined by management and control, but now there is an extra test based on where a company is incorporated. this aims to cover cyprus-registered companies that aren't tax residents anywhere else.

however, even if tax residency is established in cyprus from a local perspective, if there is no business purpose and no substance to the decision-making process here, home jurisdictions will increasingly be likely to challenge the host jurisdiction for taxing rights. these challenges are happening more often, so it's important for businesses working across borders to lock in a clear tax position to plan their operations efficiently. one of the ways to strengthen substance is by appointing majority cyprus resident directors to your company.

what are the post-incorporation requirements?

tax snapshot

• all cyprus resident companies are subject to 15% corporate tax and must file an annual tax return to the cyprus tax department.
• every company is obliged, within 60 days from the date of the incorporation, to apply for taxpayer's registration with the tax department and to obtain a tax number.
• special defence contribution (scd) applies to dividends, interest and rental income received by cyprus tax residents.
• at the same time, any natural or legal person residing or is registered in the republic of cyprus, that has made taxable supplies of goods and services within the last 12 consecutive months or will be making such taxable supplies of goods and services over the amount of €15.600 in the next 30 days, is required to submit a supplementary form for vat registration.
• both employers and employees of a cyprus tax resident company must contribute to the social insurance scheme.

audit requirements

• all cyprus companies must have their annual financial statements audited or reviewed by a licensed cyprus audit firm.
• the licensed auditor must be appointed to the annual general meeting of the company, whereby the auditor’s report must be submitted along with the financial statements to the cyprus registrar of companies.

corporate compliance requirements

• all cyprus companies must keep records of all the minutes of the annual general meetings of the company’s shareholders, which are then kept at the cyprus registered office of the company.
• every cyprus company must hold a general meeting in each calendar year as its annual general meeting.
• the company and every officer of the company, has an obligation to inform the registrar of companies of any changes to the company’s particulars, such as change of name, change of directors and secretary details, changes in share capital, change of registered office address, registration of charges over the assets of the company, amendments of its memorandum and/or articles of association, etc.
• at the same time, once every calendar year, the company must prepare its annual return (he32) up to and including its reference date, and submit it to the registrar of companies along with its a copy of the company’s financial statements.

beneficial ownership registry requirements

• a company or other legal entity incorporated or registered must, no later than 90 days from the date of its registration/incorporation, submit all information regarding the beneficial owner(s).
• in the event of a change in the details of the bo, the entity and its officers shall, within 45 days from the date on which the change in beneficial ownership information contained in the register of beneficial owners of companies and other legal entities became available, submit the information to the bo registry.
• during the period from 1 october to 31 december of each year, a company or other legal entity and each officer must confirm the information entered in the register regarding their beneficial ownership.

how can we help?

• our teams can assist you with all aspects relating to the formation of your cyprus company, while offering a range of additional services such as company secretary and registered office services to further support your entity’s statutory requirements.
• we provide high-level appointments of individual cyprus resident directors who understand and can implement complex corporate strategies.
• our accounting team can help you with your company’s comprehensive bookkeeping and annual financial statement preparation.
• our teams can facilitate with the seamless opening of bank accounts in cyprus.
• for legal support, we work closely with our strategic alliance partner, harneys law firm to provide integrated business solutions.

want to know more?

reach out to your usual harneys fiduciary contact or theodoros assiotis.

the register of overseas entities (roe) came into force on 1 august 2022 in the uk through the economic crime (transparency and enforcement) act 2022 (the act) requiring any overseas entity that holds land and/or property in the uk to register with the uk companies house and publicly disclose details of its registrable beneficial owners and/or managing officers.

after the initial registration, overseas entities are required to file an annual update no more than 14 days after the registration anniversary each year. entities are required to file the annual update even where there have been no changes to beneficial owners and/or managing officers.

i've already registered, when do i need to submit my annual update?

the annual update is due 12 months from the date of the initial registration and overseas entities will have 14 days to complete it.

filings can be made ahead of the deadline – but if you file early the next renewal will be 12 months from the earlier date.

how do i file the annual update?

the update statement must be filed even if there have not been any changes to the overseas entity and its beneficial owners during the update period. this confirms that the information on the register is correct.

the overseas entity and/or their appointed uk regulated agents can use the companies house online form to confirm the existing information. in order to file online you will need the authentication code.

the beneficial owners of the overseas entity have changed – how do i update the register?

companies house expects updates to the ownership structure to be filed as part of the annual update process.

where there have been changes to the beneficial owners or their filed particulars (name, address, etc) since registration new beneficial owner and managing officer details will need to be processed by the uk verification agent.

there’s a trust in my ownership structure – how do i renew?

if there is a trust in the structure, the annual update can only be done by a verification agent. the online form cannot be used, the completion of a paper form is required.

what if i don’t file the required annual update on time?

if the entity does not file its annual update the overseas entity id will not be valid and you will not be able to buy, sell, transfer, lease or charge your property or land in the uk, the entity and its officers are committing a criminal offence and could be prosecuted or fined.

my entity is registered but it no longer owns a uk property – what do i need to do?

when an entity no longer holds a uk property or lease it can apply to be removed from the register of overseas entities.

as part of the removal application, you must check and confirm that all the information held on the overseas entity is correct as at the date of the application. you will need to update anything that has changed.

after an overseas entity has been removed, its overseas entity id will no longer be valid. this means the entity will not be able to buy, sell, transfer, lease or charge its property or land in the uk, unless it re-registers.

my overseas entity has been removed, is the information on the entity still available?

information on the overseas entity and its beneficial owners will still be available to view on the public register.

is there a fee to remove an overseas entity from the registry?

fees apply for removal of an overseas entity.

i haven’t yet registered. what should i do?

entities which have not yet registered will have received letters from companies house, and letters have been sent to the property, reminding of the potential implications of non-compliance: the entities and officers are committing an offence, and there are financial penalties (daily fines of up to £2,500) and restrictions on buying, selling, transferring, leasing, or charging land or property in the uk.

how can harneys fiduciary help?

we can assist with the initial registrations and filing updates to roe update or with if you have not already registered with companies house.

please contact your usual harneys fiduciary contact for more information or assistance.

the british virgin islands and the cayman islands are renowned for their robust legal frameworks and tax-neutral environments, making them prime jurisdictions for establishing trusts.

leveraging the advantages offered by trusts domiciled in these jurisdictions can provide flexibility and efficiency in structuring employee stock ownership plans (esops), which have been on the rise lately as a way to foster employee engagement and align interests between employees and employers. by using trusts in the bvi and cayman, companies can safeguard the interests of their employees using third party regulated trustees. these jurisdictions offer a range of trust structures tailored to meet the needs of esops, ensuring compliance with regulatory requirements while maximising the benefits for both employers and employees.

one of the key advantages of bvi and cayman trusts in esops is the flexibility they afford in structuring ownership arrangements. the trust can hold various forms of equity participation, including stock options, phantom stock, and direct ownership interests. this enables companies to design esops that align with their specific objectives and corporate culture, building a sense of ownership and commitment among employees.

trusts domiciled in the bvi and cayman islands offer enhanced confidentiality and asset protection measures, shielding both employers and employees from potential risks and liabilities. the cayman islands offers trusts established under the special trusts (alternative regime) law (star trusts). star trusts offer additional confidentiality as the company can be selective about which employees are entitled to information on the value assets held in trust and which employees are not.

by segregating the assets held in trust, companies can preserve the integrity of their esops. employees can be assured that the shares that they become entitled to are fully ring-fenced and held in a robust trust structure administered by regulated trustees.

in an era marked by increasing regulatory requirements and global competition, the use of bvi and cayman trusts provides a strategic advantage for companies seeking to implement robust and effective employee stock ownership plans.

with extensive expertise in the legal and regulatory frameworks of these jurisdictions, we offer tailored solutions to meet the unique needs of each client's esop strategy. we work closely with legal advisors from all jurisdictions to ensure that initial structuring and documentation achieves each client’s needs to ongoing administration and compliance, our team provides comprehensive support every step of the way. leveraging our deep understanding of trusts and the support of our associated law firm, harneys, we ensure clients have optimised the benefits of bvi and cayman trusts, ensuring the seamless implementation and effective management of their esops.

on april 24, 2024, the cayman islands department for international tax cooperation released the latest common reporting standard (crs) lists, marking a significant update in international tax compliance. this update, published in the official gazette on april 12, 2023, includes notable changes to both participating and reportable jurisdictions.

four new additions - georgia, kenya, moldova, and ukraine - have been included in the list of reportable jurisdictions for reports due from 2024 onwards. this expansion reflects the ongoing commitment of the cayman islands to transparency and cooperation in global tax matters.

additionally, the recent update sees the removal of ten jurisdictions from the list of participating jurisdictions: georgia, gibraltar, kazakhstan, liberia, moldova, montenegro, morocco, qatar, uganda, and ukraine.

we are here to help ensure compliance with evolving global standards and regulations in the cayman islands and beyond. if you have any questions, please reach out to one of our key contacts or contact us at aeoioperations@harneysfiduciary.com.

on 2 april 2024, the british virgin islands international tax authority unveiled the fourth version of their economic substance rules, complete with explanatory notes, on the heels of the united arab emirates (uae) introducing a federal corporate income tax (cit) system for financial years starting from june 1, 2023. but what does this mean for entities operating across these jurisdictions?

here's a brief recap of the key points:

1. non-resident status: entities qualifying under part 4 of the rules as residents for tax purposes outside the bvi, provided they're not on annex i to the eu list of non-cooperative jurisdictions for tax purposes, are treated as non-residents. being non-resident exempts entities from economic substance requirements for the respective period, though they must furnish evidence of their tax status if engaged in any "relevant activity" and wish to claim non-resident status.
   
   
2. expanded concept of residence: part 4 of the rules extends the traditional notion of residence to include certain "transparent" entities (see rule 4) and entities whose sole income sources from relevant activity are taxable (rule 5), under applicable tax laws. withholding taxes are not considered in this context.
   
   
3. uae cit system: previously, rule 5 stated that an entity couldn't be considered tax resident in a jurisdiction lacking a cit system, listing the uae as one such jurisdiction. the updated rules clarify that entities won't be deemed tax resident in the uae for financial periods before 1 june 2023. claims of tax residency in the uae must pertain only to financial periods beginning on or after 1 june 2023. all uae-related claims should be made under rule 2, accompanied by proper evidence as outlined in rule 3. this evidence must be in english or include a certified english translation.

economic substance classification solution

in collaboration with our associated law firm harneys, you can use the economic substance classification solution as a primary resource for entity classification.

if you believe that you manage or own an entity that may be affected by substance rules based on the nature of its operations, please get in touch with one of our listed key contacts.

from 21 february 2024, the president of the republic of cyprus made an important announcement: the €350 annual fee that all companies registered in cyprus were previously required to pay was abolished. this decision was further endorsed by the house of representatives on 29 february 2024.

for over a decade, companies in cyprus have been obligated to pay this annual fee, but now, this positive development reduces the financial burden on businesses.

the driving force behind this decision is to offer increased support to businesses. starting in 2024, this move underscores the government's dedication to creating a more favourable business environment in cyprus, with the ultimate aim of fostering long-term growth and stability.

the ministry for financial services and commerce of the cayman islands has put forward amendments to the virtual asset (service providers) act 2020 for public consultation. proposed changes focus on four key areas:

• licensing regime: introducing a licensing regime for virtual asset trading platform operators and custodians, to ensure these services are provided in a safe and regulated manner.
• simplified fee structure: enhancing the existing fee structure to be a more streamlined and transparent fee assessment payable by a new applicant. new licensing fees are also suggested.
• definitions and revisions: redefining terms such as "operator" and "convertible virtual asset" and revising “existing licensee” to “supervised person”. in addition, virtual asset service providers need a minimum of two directors as required by existing regulatory laws, and the audit provisions have been revised to provide greater clarity.
• financial action task force recommendations: strengthening the regulator's ability to enforce requirements, providing a more robust aml framework within the cayman islands.

your feedback can be submitted here. the consultation period is open until 20 march 2024.

on 1 february 2024, an official letter issued by the tax commissioner amended the transfer pricing limits of reportable transactions. read more here.

on 30 june 2022, the cyprus parliament passed a law introducing detailed transfer pricing (tp) legislation, by amending the current cyprus income tax & assessment and collection laws. the oecd transfer pricing guidelines have been legislatively incorporated in cyprus. the new requirements will be implemented for tax years starting from 1 january 2022 onwards.

below you can find a quick summary we have prepared showcasing five aspects of the legislation which we believe are must knows for people who are, or may be, involved in transfer pricing arrangements:

1. be a cyprus tax resident

the transfer pricing legislation applies to cyprus tax resident persons and permanent establishments (pe’s) of non-tax resident entities for all transactions undertaken with related parties.

2. related party definition

one main rule of the law is the introduction of a 25 per cent threshold in defining the connection of a legal entity with another legal entity/person for transfer pricing purposes.

in practice, this means two parties are considered related if the below conditions are met:

• if one party, either directly or indirectly holds 25 per cent of the share capital of another company, or has at least 25 per cent of the voting rights or rights to the income of the company
• if the same person, either directly or indirectly holds at least 25 per cent of the share capital of two companies, or has at least 25 per cent of the voting rights or rights to the income of both companies

3. main requirements

the law provides for two types of requirements for tax residents in cyprus.

• must submit a summary information table that reflects high-level information about the taxpayer’s annual intercompany transactions
• must prepare, and keep in their records, a tp documentation file that consists of a local file and a master file subject to the exemptions listed below

summary information table

the summary information table includes high-level information about the taxpayer’s annual intercompany transactions, including details of the counterparties, category of intercompany transactions entered into, and amount per transaction category.

this table is to be completed in cases where there are transactions with related parties, irrespective of their value and is to be submitted along with the company's tax form for the year.

transfer pricing documentation file

local file example and exemptions

the local file refers to material transactions of the local taxpayer and includes a transfer pricing study to justify compliance with the arm's length principle.

the local file obligation is applicable for taxpayers if their transactions with connected persons either exceed (or should have exceeded based on the arm’s-length principle) the amount of €750,000 in aggregate per category of transaction per tax year.

master file example and exemptions

the master file provides a high-level overview of the taxpayers business in order to place the group’s transfer pricing practices in their global economic, legal, financial, and tax context.

more specifically, the master file should provide an overview of the group business, including the nature of its global business operations, its organisational structure and its overall transfer pricing policies.

this requirement only applies to companies who act as the ultimate parent entity (upe) or surrogate parent entity (spe) of a multinational enterprise group with a country-by-country reporting obligation (eg with consolidated revenue above €750 million).

4. advance pricing agreement (apa)

the new law provides for the possibility for a taxpayer to apply for an apa for transactions with related parties.

through an apa a taxpayer can apply to the tax commissioner for pre-approval of the transfer pricing methodology selected, and/or the pricing of specific or existing cross-border transactions with related parties. the tax commissioner issues a decision within 10 months from the application. the apa can be valid for a maximum period of four years from the date of application.

the main benefit provided by an apa for a taxpayer is the ability to obtain some degree of certainty regarding how the law will be applied in a given set of circumstances.

5. deadlines and penalties

the tp documentation files and summary information table for a particular year should be prepared no later than the due date for submitting the taxpayer’s income tax return for that year (eg currently 15 months after calendar year-end).

furthermore, the tp documentation file is to be submitted to the tax department upon request within 60 days. if the tp documentation file is submitted after the 60th day, the new law provides specific penalty provisions which vary as follows:

• between 61 and 90 days – €5,000 penalty
• between 91 and 120 days – €10,000 penalty
• if not submitted at all or after 120 days – €20,000 penalty

in the event of late submission of the summary information table, a €500 penalty is imposed.

our initial announcement on the new transfer pricing legislation can also be found on our website here.

this guide is for general information about tp legislation and does not constitute tax advice. we do not currently offer transfer pricing services, but we can assist you by recommending one of the local licensed firms who provide these services. you can contact us anytime here.

on 1 february 2024, an official letter issued by the tax commissioner amended the transfer pricing (tp) limits of reportable transactions for the preparation of tp documentation (cypriot tp local file) as follows:

• the threshold of the finance category is set to €5,000,000 (from €750,000)
• the threshold for all other categories is set to €1,000,000 (from €750,000)

please note that these are applicable from 2022. the provisions of circular 06/2023 continue to be in effect.

this update is a continuation of our previous article transfer pricing legislation in cyprus: five things to know.

following its announcement on “notification for registration of beneficial ownership data in the beneficial ownership register (the bo register) and imposition of fines” dated 1 september 2023, the cyprus department of the registrar of companies and intellectual property has declared the start of the implementation of the final version of the electronic system of the bo register, effective 14 november 2023.

this will be implemented in its entirety in 2024 and will be divided into three phases as follows:

period a: 14 november 2023 – 31 december 2023

all companies incorporated or registered under the companies law, cap. 113, all european public limited liability companies, and all partnerships (hereinafter referred to as organisations), or their officers/partners, shall proceed to update/re-register their bos, even if they have already done so in the interim solution system. for re-registration purposes, the last submission of the interim solution's details will be presented in the "interim system information" tab for reference.

period b: 1 january 2024 – 29 february 2024

the organisations or their officers/partners who have not updated/re-registered their bos during period a in the final system, even if they have already done so in the interim solution system, will incur a financial penalty. the penalty will apply from 1 january 2024 until the date the final system is updated/re-registered with the bo details. after the above organisations have paid the resulting penalty, they will be able to update/register without any further financial penalty.

period c: from 1 march 2024 onwards

during period c the following actions will be available:

• update of the bo register
• confirmation of bo details
• online search of the bo register
• request for disclosure exemption
• request for access to minor's data
• calculations of financial penalties, where applicable

should you have any questions regarding the information provided above, please feel free to reach out to the authors or your usual harneys fiduciary contact.

apostille and legalisation are two different methods used to authenticate and legalise documents from the cayman islands for use in foreign countries. it is important to note that the choice between an apostille certificate and legalisation, depends on the specific requirements of the country where you intend to use the cayman document. an apostille is used when the foreign country involved, follow a special international agreement called the hague apostille convention. not all countries are members of the hague apostille convention therefore these countries will not accept the apostille certificate and will require the legalisation method instead. in submitting documents for use in a country, it is essential to understand if that country is a member of the hague apostille convention to ensure compliance with their regulations.

the advantages of an apostille certificate:

• apostille certificates are recognised internationally by over 120 member countries that are part of the hague apostille convention. this broad international recognition of the apostille certificate makes it easier for cayman documents to be accepted in foreign countries and avoids having to go through complex and lengthy procedures that can vary from country to country.
• in using an apostille certificate, the simpler method means a quicker turnaround time which is crucial in time-sensitive situations.
• apostilles are generally more cost effective as well because the expense of sending the document to a foreign embassy or consulate for authentication is not necessary.

processing time:

• choose between our standard and express services, featuring turnaround times of approximately 7 business days and 2 business days, respectively.

individual or grouped documents:

• the apostille certificate can be affixed to a single document or, a bundle of documents. when applying for the apostille certificate, indicate how you wish it to be attached to the documents, considering the specific requirements of the relevant country.

the advantages of legalisation:

• although the apostille certificate is more straightforward and widely accepted, there are some countries that are not members of the hague apostille convention, and using the legalisation method would be a more appropriate or necessary step.
• legalisation requires the same steps used for an apostille certificate but in addition to these steps, there is an additional step that requires the specific document to be sent overseas to be authenticated by the targeted country's embassy or consulate.
• some documents that are part of specific legal transactions or business matters may have unique requirements that are not easily accommodated by the standard apostille certificate, so in these cases, the legalisation process is more suited as there are opportunities to tailor the specific needs of the requesting authority.
• additionally, for some sensitive or legal matters, the legalisation process may offer a higher level of scrutiny and verification compared to the apostille certificate. some authorities or organisations may prefer or require the additional steps involved in legalisation to ensure the authenticity and reliability of the documents and in these cases, the legalisation method is used.

processing time:

• depends on the embassy or consulate but typically between 3 - 4 weeks.

individual or grouped documents:

• not all countries will accept grouped or bundled documents. it is essential to understand the specific requirements for document processing in your desired country of use.

for any inquiries regarding the information provided above, please feel free to reach out to the following contacts:

for some time, all bvi companies have been required to maintain records and underlying documents which (a) are sufficient to show and explain the company’s transactions, and (b) are reasonably accurate at all times in determining the company’s financial position. these requirements remain in effect. these records may be kept at the registered office of the company in the bvi, or at such other place as may be notified to the registered agent.

however, subject to limited exceptions, from 1 january 2023 bvi companies are now required to provide certain financial information to their registered agent on an annual basis in the form of a financial annual return (the ‘return’ or ‘annual return’), although, in practice, the first filings will not be due until 2024.

in this article, we examine the rationale behind the implementation of this requirement in the bvi, and provide you with key information in a detailed and summarised format to facilitate your understanding on the requirement and assist you in complying with this new requirement.

background

as background, the global forum on transparency and exchange of information for tax purposes (the global forum) requires jurisdictions “to ensure that reliable accounting records are kept for all relevant entities and arrangements.” the copies of accounting records and underlying documentation kept must relate to a company’s financial statements, balance sheet, profit and loss account with relevant schedules and annual reports.

the global forum requires that where records and underlying documentation are maintained outside of the jurisdiction, copies of such records and underlying documentation should, at least once a year, be filed by the company with its registered agent.

the bvi has introduced the annual return to address this requirement ensuring that competent authorities are able to access the necessary information within expected timeframes for international cooperation, without the need for full accounts to be filed at the registry of corporate affairs.

what needs to be filed?

the form of the return is a simple income statement and balance sheet. you can see a copy of the return here.

the return does not need to be audited and can be prepared under any of the recognised accounting standards. for our clients we use the international financial reporting standards (ifrs).

when do returns need to be filed?

the filing of returns can commence from 1 january 2024 depending on the financial year end of each company which will have 9 months after the end of its financial year to make the relevant submission. therefore, if your bvi company has a financial year end on 31 december 2023, filing of the return with the registered agent will need to take place before 30 september 2024.

where a company's year-end was not previously determined or the current year end needs to be changed, such a decision should be recorded by the usual board resolution.

how will the filings be made?

as per the bvi business companies act, the return will need to be submitted with the registered agent of the bvi company in question. our clients will be able to submit their return either through the specialised platform we have developed for our clients (harneys client connect portal) or through email and spreadsheets for bulk submissions.

are there any exemptions?

the following entities are exempt from annual return filing requirements:

• listed entities
• entities regulated by the bvi financial services commission which are already required to submit accounts
• entities which file annual tax returns and financial statements with the bvi inland revenue
• entities which are already in liquidation when their annual return is due

are the returns confidential?

returns will not be filed at the registry of corporate affairs (registry) unless requested and details will not be publicly available. the registered agent is required to inform the registry if they have not received the annual return within 30 days of the deadline.

how can harneys help?

harneys has a specialised accounting services department which is well versed and aware of the new regulation and is ready to assist you by offering:

• preparation of accounting records based on accounting documentation of the client company such as invoices, agreements, bank statements etc
• preparation of annual financial returns
• preparation of unaudited financial statements under ifrs
• liaising with external auditors, providing them with everything they may need for their audit

summary of important things to know:

• the annual return is due for financial periods starting on 1 january 2023 or later.
• the default first period end is 31 december 2023 (but it will be possible to use a different financial year end), after which the entity has 9 months to file the annual return with its registered agent.
• where the entity has a different financial year end the annual return will be due for the first financial period starting after 1 january 2023.
• there are a small number of exemptions to this filing requirement – listed companies, companies which pay tax in the bvi and certain bvi regulated entities.
• companies which are in liquidation are also exempted from this requirement, provided the annual return was not already due prior to the commencement of the liquidation.
• there are no prescribed accounting policies or principles that need to be followed and first submissions are expected in 2024.
• any major currency may be used for the annual return.
• there is no need for annual returns to be audited.

contact us

contact us today for more information on the annual return and how we can assist you.

in this episode, partner rachel graham and managing director of client services amy roost, along with guest expert sonia dhesi, owner and managing director of appleton company services limited, provide key information in relation to the newly implemented uk’s register of overseas entities.

key takeaways

• any non-uk entity, which holds land in the uk, needs to register as an overseas entity at companies house.
• the deadline for registration is 31 january 2023.
• there are significant penalties (£2500 per day) for failure to register before the deadline, and restrictions are imposed on the ability to acquire and transfer land.
• if you have not already begun the registration process, do so urgently.
• where an entity held land on or after 28 february 2022 but disposed of it before 5 september 2022, it will likely still need to register with companies house.
• as part of the registration process, the entity will need to identify its registrable beneficial owners – in simple terms, anyone holding at least 25 per cent of the shares or voting rights in the entity or with significant control of the entity (where there is a trust involved in the ownership structure the process can be quite complicated).
• seek advice if you need help determining which registrable beneficial owners should be identified and verified
• current certified proof of identity and address will need to be presented to a uk verification agent to complete the process.
• we can assist with the registration and verification process via an authorised agent in the uk, where we are the registered agent of an entity.
• once registered, there is an annual renewal obligation.

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as part of the bvi’s commitment to the fatf recommendations on the availability of basic company information via a company registry, from 1 january 2023, the names of directors of bvi companies will be made available by the registry of corporate affairs in the bvi (the registry) for payment of a fee.

what we know so far:

• a list of directors will be available via the registry on payment of a fee of us$75
• if a bvi service provider is approached to obtain the information from the registry, it is likely they will charge an additional fee
• the information available will be limited to the names of current directors - other personal information such as dates of birth and addresses will not be included
• the details of any former directors will not be available
• it will only be possible to request a list of directors of a particular entity – it will not be possible to request a list of entities which a particular person is a director of

what do you need to do?

while we are not yet clear on the exact mechanism for the provision of the list of directors by the registry it is important that you are aware that the registry will make available, on request and payment of a fee, the names of the directors as at the date of the search.

take action now to check your register of directors to ensure the copy held by your registered agent is up to date. harneys fiduciary clients can log on to the harneys connect portal to check.

we recognise that some clients may have legitimate concerns about their director names being public, and we would be happy to discuss those with you.

if any changes need to be made to the register of directors, please contact your usual harneys contact urgently to ensure there is time for the registered agent to file the necessary update at the registry before the 1 january 2023 effective date.

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harneys fiduciary produces a variety of podcasts, providing on-the-go legal analysis over the airways. visit our podcasts page to see them all.

a bvi company has no limit on its duration (unless provided otherwise in its memorandum or articles). indeed, this firm continues to act for many companies incorporated in the very early days of the international business companies act. most companies do, however, at some point reach the end of their useful life and directors and shareholders need to be aware of the options available.

the 2022 amendments to the bvi business companies act, 2004 (the bca), which come into force on 1 january 2023 (the bca amendments) introduce significant changes to both the strike-off regime and the requirements relating to those who wish to act as a voluntary liquidator of bvi companies. as such, it is more important than ever to be well-informed.

at the point in time at which a company has served its purpose, the question that directors and shareholders must ask is this:

what must be done to bring the company’s affairs to an orderly close?

the main choice is between liquidation and strike-off/dissolution. voluntary liquidation is a straightforward and inexpensive process that brings formal closure and much greater certainty as well as mitigating risk for directors, shareholders and other stakeholders. it can be completed in as little as 4 to 6 weeks. allowing or applying for the company to be struck off the register of companies (the register) is, on paper, a simpler and quicker process. however, crucially, the bca amendments will now result in the immediate dissolution of the company on strike-off.

as a result, if there is a requirement to restore the company (perhaps because assets that were not dealt with before strike-off/dissolution) have come to light), the company will need to deal with a potentially lengthy and cumbersome restoration process which may need to involve the court at considerable expense.

if the company cannot pay its debts as they fall due or its liabilities exceed its assets, then the company wishing to close down its affairs would need to adopt a procedure under the insolvency act. this is outside the scope of this guide. please contact us for further details if required.

voluntary liquidation

the steps involved in voluntary liquidation are simple; the first is for the company to prepare a plan of liquidation. this requires the company to identify one or more liquidators. a voluntary liquidator cannot be another company or other body corporate - it must be an individual who holds the necessary educational qualifications and professional experience and at least one liquidator must be resident in the british virgin islands.

there are other restrictions on who may be appointed to act as a voluntary liquidator of a company.

in particular, an individual, or any person who is a close relative, or who is or at any time in the two years prior to commencement of the liquidation has been a director or acted in a senior management position and whose functions have included financial management of the company or any affiliate is disqualified from acting as a liquidator (although there is no restriction on an external auditor acting as liquidator) as long as the other requirements are met.

the company must then formally approve the liquidation plan and the appointment of the liquidator, and the directors must be able to make a solvency declaration that the company can meet its debts as they fall due and that its assets exceed its liabilities.

once appointed, the voluntary liquidator must advertise the commencement of the liquidation. usually, this requires advertising locally (in the bvi) and in the place of the company’s principal place of business (if that is outside of the bvi) or (if the company has no principal place of business) where the liquidator believes such advertising is most likely to come to the attention of the company’s creditors.

the liquidator’s duties are, broadly speaking, to take possession of and realise all of the company’s assets, pay and discharge

all of the company’s obligations and liabilities and distribute surplus assets to the members. the liquidator should prepare statements of account, obtain all company records, including financial records and, if required by the plan of liquidation, send a copy of the statements of accounts to all members.

upon completion of the liquidation, the liquidator will make filings and publish a notice confirming that the liquidation is complete. the registrar of corporate affairs in the bvi (the registrar) will then strike the company off the register and issue a certificate of dissolution. the date of dissolution is significant since after this date, the company no longer exists, and can no longer incur liabilities or sue or be sued. all records obtained by the liquidator should also be handed over to the company’s registered agent and retained for five (5) years following dissolution.

strike off and dissolution from the register

there are several circumstances in which the registrar may strike a company off the register under section 213 of the bvi business companies act. the most frequently used is the automatic strike-off and dissolution for non-payment of the annual registry fee. a company may also be struck off if the registrar is satisfied that the company has ceased to carry on business. in practice, the registrar will strike a company off on this ground upon application from the company. strike-off is sometimes used as an alternative to voluntary liquidation, but this option does have significant risks, which should be understood before taking such an approach.

all bvi companies must pay an annual fee to the registry to keep in good standing. if the fee is not paid by the due date, a penalty will first apply. if the annual fee (and penalties) has not been paid by the expiration of the notice of strike-off (notice) issued by the registrar, giving the company no less than 90 days to pay its annual fee (and penalties), the registrar will strike the company of the register of companies and immediately dissolve it with effect from the date specified in the notice published in the british virgin islands gazette (gazette).

this significantly reduced period does not give companies much time to remedy possible omissions or errors. furthermore, the immediate dissolution of the company on strike off may pose a costly and potentially lengthy court process to restore the company (although in limited circumstances an application to registrar to restore is possible).

a struck-off and dissolved company is restricted under statute from acting in any way with respect to its affairs; the company, its directors, members and any liquidator or receiver thereof may not defend or commence legal proceedings, make a claim or claim any right for, or in the name of, the company.

restoration

a company struck off and dissolved may be restored by applying to the court (or the registrar in limited circumstances). such application should be made within five (5) years of the date of the notice published in the gazette and can be made by the company, a creditor, a former director, a former member or former liquidator, the attorney general or other competent authority. where a company is restored by the registrar or the court, it is deemed never to have been struck off the register and dissolved.

economic substance obligations

before the bca amendments, the economic substance regime imposed ongoing annual reporting obligations to all companies - including struck-off companies, which have ceased to carry on all business. those reporting obligations will continue for existing struck-off companies on 1 january 2023, during the transitional period until the company is dissolved.

please contact us with any queries relating to existing struck-off entities and their reporting obligations or anything else contained in this guide.

es reporting for struck-off entities – we will facilitate nil reporting for each year the company is struck off until it is dissolved.

please contact us for pricing and procedures if you are interested in either of these options.

the cyprus parliament passed a law introducing detailed transfer pricing legislation, with effect from 1 january 2022. the oecd transfer pricing guidelines have been legislatively incorporated in cyprus. the laws will enter into force once published in the official gazette of the republic, which is expected to occur in the next couple of weeks.

applicability of the new law

according to the cyprus legislation, the new transfer pricing rules apply to transactions between related parties (legal persons and individuals). for legal entities, the new law provides detailed rules as to the meaning of the term "related parties" in an effort to capture different relations that there is a "control" situation. the main rule of the law is that when one legal entity participates in the share capital of another legal entity through the direct or indirect holding of a share of at least 25 per cent, the two parties are considered related parties.

requirements

the law provides for two types of requirements for tax residents in cyprus.

the first one is to submit a summary information table which includes intercompany transactions, general information about the group, the profile of the business and the transfer pricing method used. this table needs to be submitted in cases where that there are transactions with related parties, irrespective of their value.

the second requirement is to prepare a tp documentation file consisting of a local file and if applicable a master file.

local file

the local file refers to material transactions of the local taxpayer and includes a transfer pricing study to justify compliance with the arm's length principle subject to a small size exemption. the small size exemption applies when the controlled transactions cumulatively, per category, do not exceed €750,000 per tax year.

master file

the master file provides a high-level overview in order to place the group’s transfer pricing practices in their global economic, legal, financial, and tax context. this requirement only applies to companies who act as the ultimate parent entity (upe) or surrogate parent entity (spe) of a multinational enterprise group with a country-by-country reporting obligation (eg with consolidated revenue above €750 million).

advance pricing agreement

the new law provides for the possibility for a taxpayer to apply for an advance pricing agreement (apa) for transactions with related parties. through an apa a taxpayer can apply to the tax commissioner for pre-approval of the transfer pricing methodology selected, and/or the pricing of specific or existing cross-border transactions with related parties.

deadlines

the tp documentation files and summary information table for a particular year should be prepared no later than the due date for submitting the taxpayer’s income tax return for that year (eg currently 15 months after calendar year-end).

penalties

the new law provides specific penalty provisions. in the event of late submission of the summary information table, a €500 fine is imposed. furthermore, if the documentation is not made available to the tax commissioner within 60 days from the notification of a request, a fine of €5,000 is imposed, and if it is not made available from the ninety-first day until the one hundred and twentieth day a fine of €10,000 is imposed if it is not made available at all or made available after the one hundred and twentieth day a fine equal to €20,000 is imposed.

harneys does not currently provide such services, but please do contact us for any clarifications you may need. we can also bring you into communication with licensed local firms providing such services.

in 2021, the cyprus competent authorities announced the establishment of the central register of the beneficial owners (bos) of companies and other legal entities, to the extent that they are registered with the department of companies and intellectual property, in an effort to comply with the european union directive against money laundering and terrorist financing.

as of 1 june 2022, the general public can access the central register of the bos as well as receive information through a written request for a flat fee of €3.50 per company.

clients are reminded that they have until 31 july 2022 to submit their bos data on the system.

the responsibility for the true and accurate submission of the bo information lies with the entity itself and any of its officers. fines and penalties may be imposed on entities and their officers that do not comply with the disclosure requirements of the regime. penalties will be imposed once the final platform is launched on or from 31 july 2022.

please contact the harneys cyprus legal team if you require any assistance with regards to the cyprus bo register.

in this episode, transactional partner rachel graham and dispute resolution counsel francesca gibbons look at information disclosure and the available options in respect of bvi companies.

key takeaways:

• the information a bvi company is required by law to maintain and retain includes:
  • • statutory records and registers – relating to the company
    • financial and other records relating to business of the company
• all bvi companies are required to have a registered agent in the bvi – they are required to hold copies of statutory registers, they make most of the filings, they are considered the administrator of the company in the bvi.
• not all information is available publicly – registered agents can be contacted to request additional information (and sometimes those requests may be declined)
• there are three main options available for requesting information about a bvi company:
  • • norwich pharmacal orders (npo) – allows parties to apply to court on an ex parte basis most commonly against the registered agent for documents they hold
    • section 100 (of the bvi business companies act 2004) applications– directors can make this application to court with statutory backing for an order for delivery up of documents
    • disclosure – a stage within the litigation process that grants parties disclosure and inspection of documents in the control of other parties where they are directly relevant to an issue in dispute in the claim

click below to listen.

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a core requirement of the bvi economic substance regime is that companies and limited partnerships (entities) should, where they conduct “relevant activities”, have necessary economic substance in place according to the requirements of the legislation. where an entity fails to put the necessary substance in place the bvi international tax authority (ita) may make a determination that an entity is non-compliant with the economic substance requirements during a given financial period. where a determination is made it is anticipated that the ita will issue a notice (a non-compliance notice or ncn) served on the entity’s registered agent at its registered office.

what is a non-compliance notice?

as mentioned above, a non-compliance notice is issued when the ita has determined that an entity has not complied with its economic substance obligations during a given financial period.

the notice must contain:

• the reasons for the determination for non-compliance
• the amount of the penalty imposed
• when the penalty must be paid; and
• what action the ita considers must be taken by the entity to meet the economic substance requirements and the date by which such action must be taken.

the minimum penalty for a first determination of non-compliance is us$5,000 and the maximum is us$20,000 (or us$50,000 in the case of a high risk ip legal entity).

what must the entity do next?

the entity should urgently consider whether it wishes to appeal any aspect of the notice.

subject to the appeal process (see below), the entity must:

• pay the financial penalty within the period stated; and
• take action to meet the economic substance requirements or become compliant before the date stated.

are there other consequences?

the determination of non-compliance, if not successfully appealed, may result in spontaneous exchange of beneficial ownership information with overseas tax authorities (see below).

if an entity fails to comply with the remediation requirements within the time required, the ita may make a second determination of non-compliance and serve a further notice imposing an additional penalty. the minimum penalty for a second determination of non-compliance is us$10,000 and the maximum is us$200,000 (or us$400,000 in the case of a high risk ip legal entity).

following the issue of a second notice or if following a first notice it decides that there is no realistic possibility of the entity meeting the economic substance requirements, the ita may also submit a report to the financial services commission (fsc) recommending or requiring that the entity be struck-off or could also apply to court for the liquidation of the entity. the ita has indicated that striking-off or liquidation are extreme remedies, which will generally be reserved for instances where there have been clear, deliberate or egregious breaches of the requirements.

is there an appeals process?

yes. a notice of appeal setting out the ground of appeal must be filed no later than 30 days after the date of the non-compliance notice. an entity may appeal the determination of non- compliance and/or the amount of the penalty, even if the minimum penalty was imposed.

the notice of appeal must be filed at the bvi high court and served on the ita using the correct form (available on request).

the court has power to confirm, vary or revoke the determination of non-compliance and confirm, vary or cancel the penalty. it is currently unclear how the court will handle appeals and therefore little guidance can be given on how long an appeal may take or how much it will cost.

filing a notice of appeal suspends the requirements specified in the notice until the appeal has been finally determined or withdrawn.

what grounds of appeal are there?

there are various potential grounds for appeal where an entity contests that a non-compliance notice should not have been issued or else issued on different terms. some examples of potential grounds for appeal may include:

• deficiency of the ncn – the notice did not contain the information required under legislation.
• mistake or error of fact – the ita made a factual error in concluding that the entity was non-compliant.
• error of law – the ita has incorrectly interpreted the law in reaching its determination.

the existence of a potential ground of appeal does not mean that the appeal will be successful. it is currently unclear what approach the court will take on various points and we recommend that any entity considering an appeal seek legal advice as soon as practicable. please contact our team of economic substance specialist lawyers immediately if you wish to appeal any part of the notice at bvieconomicsubstance@harneysfiduciary.com.

exchange of information

a non-compliant determination may trigger spontaneous exchange of information between the ita and the overseas tax authorities of each state:

• where a "beneficial owner" resides
• where a "registrable" legal entity is registered
• where the entity is registered
• where a "parent" of the entity is registered; and/or
• where the entity claims to be tax resident

the highlighted terms have specific meanings under the beneficial ownership secure search system act 2017.

what else should i be aware of?

the ita has six years to make a determination of non-compliance from the end of the financial period to which the determination relates, unless it cannot make a determination due to deliberate misrepresentation or fraudulent action.

in our fifth episode, director of client services amy roost and global head of investment funds, philip graham discuss the following:

• private investment funds (pifs), what they are, and why they were introduced
• the various ways in which you can determine whether this new regime affects your bvi entity
• the need for pifs to apply to be recognised by the financial services commission in the bvi on or before the 30 june 2020 deadline
• the application process

read more about pifs in our strategic partner harneys initial post published back in january 2020.

to schedule an immediate formal assessment of your bvi vehicle and to discuss the exemptions that are available please contact us.

click here to subscribe to our practically speaking podcast. choose your preferred platform from the list presented and click subscribe or follow once logged in. visit our harneys fiduciary podcasts page for more.

effective 1 july 2021 certain registry fees in the bvi will increase - the main changes are as follows:

• a us$75 fee will be introduced for filing the first register of directors, required to be filed within 21 days of appointment. there was previously no registry fee associated with this filing on incorporation.
• the registry will only issue digital certificates as standard going forward: an additional us$50 fee will be payable where an original paper certificate is required. this applies to the certificate of incorporation, as well as certificates of good standing and other registry certificates (dissolution, discontinuation etc).

the full bvi business companies (amendment of schedule 1) order, 2021 can be accessed here, and the financial services amendment (limited partnership fees) (amendment) regulations, 2021 here.

practical considerations:

• the cost of every new company incorporation will increase by us$75 – additional register of directors filing cost (bear in mind that even if a new company is incorporated in june 2021, if the register of directors is not filed before the end of june the additional us$75 registry fee will be payable after 1 july 2021).
• optional additional us$50 fee if you wish to receive a paper original certificate of incorporation for a new company/certificate of registration for a limited partnership.
• when placing orders for certificates going forward consider if you need to receive a registry original paper certificate – an additional us$50 fee per certificate. for efficiency please be clear as to your requirements when placing your order.

in this episode, transactional partner rachel graham discusses the role of a chargee in relation to a bvi company.

key takeaways

• a chargee is someone who has the benefit of security that has been granted by a bvi company
• numerous features make using a bvi company attractive to lenders for structuring finance transactions including:
  • clear and simple registration process
  • robust insolvency legislative regime providing protection – very similar to uk law
  • the ability for companies to provide financial assistance to those acquiring their shares
• the validity and effectiveness of any security document that a bvi company enters into is determined by the governing law of the particular document
• there are two registration regimes to consider:
  • mandatory registration – private registration at the companies registered office, on the register of charges maintained by the registered agent
  • public registration (optional) – where filings are made with the registrar of corporate affairs in the bvi and which confers priority over any privately registered or any unregistered charge
• notations included in the register of members of a bvi company whose shares have been charged by way of security, provide notice of the security for those dealing with the company
• notice of variation or cessation of a charge can also be filed in the bvi, the variation and release of the underlying charge will be determined by the law of the charge not the filing process

click below to listen.

click here to subscribe to our practically speaking podcast. choose your preferred platform from the list presented and click subscribe or follow once logged in. visit our harneys fiduciary podcasts page for more.

in this episode, transactional partner rachel graham and director of client services amy roost outline the process of becoming a shareholder of a bvi company.

key takeaways:

• do your due diligence as to what your rights as a shareholder will be, bvi law is very flexible in this regard.
• key documents will be the memorandum and articles of association.
• decision-making for bvi companies tends to be predominantly at the board level but protections for shareholders are possible.
• compliance and regulatory obligations with respect to information about shareholders of bvi companies, different to those in the united kingdom.

click below to listen.

click here to subscribe to our practically speaking podcast. choose your preferred platform from the list presented and click subscribe or follow once logged in. visit our harneys fiduciary podcasts page for more.

in this episode, transactional partner rachel graham and director of client services amy roost discuss the significance of corporate governance from a legal and fiduciary perspective.

in the first episode, rachel and amy will be talking about becoming and acting as a director of a bvi company.

key takeaways

• • the statutory and corporate administration considerations for the average user of a bvi company.
  • the importance of ensuring entities' legal and accounting record-keeping requirements are met.
  • the impact of economic substance requirements on corporate governance.
  • practical steps directors can take to ensure they are up to speed with economic substance and compliance-related matters for their bvi company.

click below to listen.

click here to subscribe to our practically speaking podcast. choose your preferred platform from the list presented and click subscribe or follow once logged in. visit our harneys fiduciary podcasts page for more.

this guide identifies the types of voluntary liquidation and outlines the procedure to take in both the british virgin islands and cyprus. it also sets out the duties of a liquidator in the winding-up process.

cyprus voluntary winding up- two types:

• members voluntary winding up - a declaration of solvency (statement of assets and liabilities) is made prior to the resolution for winding up. this is a solvent liquidation
• creditors voluntary winding up - there is no declaration of solvency and it is an insolvent liquidation

cyprus members winding up process:

• company must be in good standing
• preparation of financial statements submitted to the registrar of companies for stamping and signature
• declaration of solvency-submitted to the registrar of companies
• statement of assets and liabilities
• special resolution – published in the gazette
• appropriate forms completed (he43, he41 or he42)
• liquidator appointment (publish in gazette and deliver to the registrar of companies)
• application to tax commissioner (and other authorities) for tax clearance certificates
• liquidator distributes all assets (if any) and liquidator convenes final meeting (published in gazette) statement submitted to registrar of companies

cyprus members winding up timeframe:

• the voluntary members winding up of a company may take approximately 6 to 8 months. this varies from case-to-case depending on various aspects, eg. collection of required documents for submission to registrar, tax authorities, etc.

the primary duties of a liquidator in cyprus

• take possession of, and protect assets
• look into the affairs of the company and ascertain whether any misfeasance, fraudulent preference or breach of trust by officers
• identify all contributories and creditors
• have disputes adjudicated upon
• realise assets and apply proceeds in payment of debts and liabilities (including taxes)
• pay claims/proof of debts (not necessary in involuntary winding up)
• distribute surplus assets amongst contributories and adjust their rights
• great care must be taken to correctly assess the financial and legal status of the company so as to decide what type of voluntary liquidation is appropriate for it under the given circumstances prior to proceeding - solvent or insolvent liquidation?

the bvi liquidation process for a voluntary solvent liquidation

• the company must be in good standing
• directors and members resolve to liquidate the company and appoint a liquidator
• company must prepare a plan of liquidation. this requires the company to identify one or more liquidators
• the company and members must then formally approve the liquidation plan
• the directors must adopt a solvency declaration that the company can meet its debts as they fall due and that its assets exceed its liabilities and prepare a statement of assets and liabilities
• once appointed, the voluntary liquidator must advertise the commencement of the liquidation. broadly, this provides for advertising locally (in the bvi) and in the company’s principal place of business (if that is outside of the bvi) or (if the company has no principal place of business) where the liquidator believes such advertising is most likely to come to the attention of the company’s creditors
• liquidator distributes the surplus assets (if any)
  upon completion of the liquidation, the liquidator will make filings and publish a notice confirming that the liquidation is complete. the registrar will then strike the company off the register of companies and issue a certificate of dissolution. the date of dissolution is significant, since after this date, the company no longer exists, and the company can no longer incur liabilities or sue or be sued

the primary duties of a liquidator in the bvi

• take possession of, protect and realise all of the company’s assets
• identify all creditors or claimants
• pay and discharge all of the company’s obligations and liabilities
• distribute surplus assets to members
• prepare statements of account, and, if required by the plan of liquidation, send it to all of the members

bvi solvent voluntary liquidation timeframe

• in most cases, a voluntary liquidation can be completed within 60 days of the date on which each voluntary liquidator is appointed

requirements to act as bvi liquidator

(a) has liquidation experience of not less than 2 years;
(b) has professional competence to liquidate the specific company concerned;
(c) is able to demonstrate that he or she
(i) holds an insolvency practitioner’s licence issued by the commission pursuant to the insolvency act; or (ii) has an appropriate professional qualification (such as in law or accountancy) and experience of providing legal or financial advice or support to companies in the financial services sector; and
(d) is fully conversant with relevant financial services legislation connected to the business of the company to be liquidated, including the financial services commission act and bvi business companies act.

the following individuals are disqualified from being appointed, or acting, as the voluntary liquidator of a company:
(a) a disqualified person or an individual subject to an equivalent disqualification under the laws of a country outside the virgin islands;
(b) a restricted person or an individual subject to an equivalent restriction under the laws of a country outside the virgin islands;
(c) a minor;
(d) an undischarged bankrupt;
(e) an individual who is, or at any time in the previous two years has been, a director of the company or an affiliated company;
(f) an individual who acts, or at any time in the previous two years has acted, in a senior management position in relation to the company or an affiliated company and whose functions or responsibilities have included functions or responsibilities in relation to the financial management of the company or an affiliated company;
(g) an individual who is a close family member of an individual specified in paragraph (e) or (f); and
(h) an individual who is not resident in the virgin islands.

if you have any queries, please reach out to any of the key contacts listed or fill out our contact form.

welcome to season two of our practically speaking podcast. this season london based, transactions partner, rachel graham and director of client services, amy roost will be exploring the ins and outs of the lifecycle of a bvi company.

in the first episode, rachel and amy will be talking about becoming and acting as a director of a bvi company.

key takeaways

• the importance of directors for bvi companies
• the appointment process for a bvi director
• resignation and removal of a director
• use of reserve directors
• key duties of a bvi director

click below to listen.

find out more information about bvi company directors here.

click here to subscribe to our practically speaking podcast. choose your preferred platform from the list presented and click subscribe or follow once logged in. visit our harneys fiduciary podcasts page for more.

introducing legal minds on markets, a new series of podcasts providing clear views and incisive commentary on trending topics in the financial world with an offshore slant.

the spectacular rise of spacs: part one

in our first episode george weston, partner in our corporate team in the bvi and an expert on ecm and m&a transactions, and murray roberts, director at harneys fiduciary based on the us west coast, discuss the hot topic of special purpose acquisition companies (spacs) which have dominated equity capital markets over the last 12 months.

bvi and cayman

over the course of 2020 there were just under 250 spac ipos in the us, which raised on average us$330 million each, according to spac research. more than a third of these spacs were incorporated in either the cayman islands or the bvi. we take a closer look at the increasing importance offshore jurisdictions are playing to the spac market and why incorporating offshore makes sense.

click to listen.

key takeaways:

• the origins of spacs and the spectacular rise of spacs starting in 2019 and accelerating in the course of 2020.
• a rundown of the 3 stages of a spac lifecycle: (1) pre ipo planning and implementation; (2) the ipo itself; and (3) the resulting business combination.
• the advantages of using bvi or cayman for a spac, including taking a look at investor familiarity and sentiment, flexible corporate laws, and a strong rule of law.
• the fintech and healthcare sectors are among the most prominent industries which are using bvi or cayman as their place of incorporation.
• over us$80 billion was raised through spacs in 2020, and we discuss whether spacs will replace the role private equity has historically taken in driving m&a activity.
• we consider whether spacs are democratising access to investments.
• we discuss how other jurisdictions around the world are watching and responding to the spac boom in the us.

click here to subscribe to our legal minds on markets podcast. choose your preferred platform from the list presented and click subscribe or follow once logged in.

harneys produces a variety of podcasts, providing on-the-go legal analysis over the airways. visit our podcasts page to see them all.

as a full member of the european union (eu), cyprus is required to comply with the applicable eu directives and regulations. as a result, cyprus must implement the requirements for disclosing information on the beneficial ownership of legal entities, other legal arrangements and trusts in accordance with the requirements laid out in directive (eu) 2018/843 of the european parliament and of the council of 30 may 2018 amending directive (eu) 2015/849 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, and amending directives 2009/138/ec and 2013/36/eu (the fifth money laundering directive).

a draft bill (incorporating the requirements of the fifth money laundering directive) is expected to be approved by the house of representatives in due course. the draft bill indicates that the department of registrar of companies and official receiver of the republic of cyprus (registrar) will be the designated body responsible in collecting information on entities and other legal arrangements, whilst the cyprus securities and exchange commission (cysec) will be the designated body responsible in collecting information on trusts.

in the interim, and in line with the requirements of the fourth money laundering directive, the registrar has announced that a platform will be set up with the aim of collecting information on the ultimate beneficial owners of companies and other legal arrangements between the 22 february 2021 until the 19 july 2021. the information will be collated on a provisional platform and then subsequently transferred to a permanent platform where information will be disclosed in accordance to the provisions of the fifth money laundering directive.

during the six month disclosure period, only competent authorities who have completed an application will be able to access the beneficial ownership information. in accordance to the legal requirement of collecting due diligence, obliged entities (as defined in the law) have an obligation to keep information on beneficial ownership.

the cyprus bar association informed its members that there is no obligation to report this information until the supporting guidelines are issued. further guidelines are expected soon and we will be monitoring the updates.

1 december 2020 marks the dawning of a new day in the british virgin islands, as the bvi reopens its borders to all categories of travellers inclusive of tourists, residents, belongers and work permit holders.

in order to ensure the safety of our visitors, and residents alike, the bvi government has put certain protocols in place. the current measures are as follows:

testing

• a certified rt-prc covid-19 negative test is required within five days prior to arrival for travellers from low risk countries; and within three days prior to arrival for travellers from medium and high risk countries.
• travellers who test positive before arrival will not be allowed to enter the territory.
• children under the age of five will not require testing.
• a test on arrival (test 1), which if negative, allows controlled movement within the confines of an approved property within the first four days.
• a test after four days of isolation (test 2), which if negative, allows free movement within the territory.
• travellers who test positive at any stage upon or after arrival will require fourteen days isolation prior to being allowed uncontrolled movement within the territory.
• similar requirements are also in place for persons arriving in the territory by vessel.

insurance

• travellers are also required to have medical travel insurance which must include covid-19 coverage.

transportation

• travellers will be transported from the port of entry to the approved place of isolation using government approved transportation.
• travellers must obtain prior government approval if they wish to make private transportation arrangements.

track and trace

• a custom made “track and trace” app will be available and must be downloaded by each traveller via a smartphone upon entering the territory. a tracking bracelet will also be provided to each traveller which must be worn during the isolation period.

cost

• the cost for tests 1 and 2, the tracking and tracing app and bracelet is us$175 per person (adults and children).
• tampering or damaging the tracking bracelet will result in a us$125 fine.
• travellers requiring a rt-prc covid-19 test in order to travel back to their home destinations can purchase a test for us$70.

test results prior to entering the territory must be submitted via an online gateway portal within 48 hours of travel. if approved for entry, a traveller authorisation certificate will be issued which will need to be presented to the authorities upon arrival.

countries and the associated risk levels will also be published on the online gateway portal at a later date and will be continuously updated. please monitor the government of the virgin islands' facebook page and the bvi tourist board's website for future updates. you can contact the bvi reopening steering committee by email or via whatsapp at +1 (284) 496-6129.

for those planning to come in earlier than 1 december for business purposes, please contact ayana hull directly, as she can help facilitate this category of travel.

we look forward to welcoming you back to our shores soon.

like most other major international financial centres (including bermuda, the cayman islands, guernsey, jersey, the isle of man and the united arab emirates), the bvi has introduced economic substance (es) requirements for certain entities carrying on specified “relevant activities”.

the economic substance (companies and limited partnerships) act, 2018 was introduced in the bvi, effective 1 january 2019. related amendments to the beneficial ownership secure search system act, 2017 (the boss act) implemented the es reporting regime.

this article primarily considers the reporting regime. the authors’ general guide to the es requirements is available here.

which entities are affected?

all bvi companies and limited partnerships with legal personality must report on their es position annually (including foreign companies and limited partnerships with legal personality registered in the bvi).

all such entities must identify and report on whether or not they carry on any of nine “relevant activities”. failure to do so without reasonable cause can result in criminal offences carrying significant penalties (and even personal liability, in limited cases).

what is the timing?

compliance is measured over “financial periods” (generally of 12 months), with reporting within six months of the end of the relevant financial period.

the first financial periods have already commenced for all relevant entities.

there are default financial periods determined by an entity’s date of incorporation or registration in the bvi as follows:

the es financial period may well not align with an entity’s financial year for tax, accounting or other purposes (although the two can be altered to match in the future). unless they have already been altered, the default periods outlined above will apply for the first reporting cycle and then the entity could file an application with the international tax authority (ita) to bring forward the start date of a subsequent period.

the vast majority of active bvi companies were incorporated prior to 2019, so their first reports must be submitted to the ita by their bvi registered agent (ra) before 30 december 2020. in practice, ras are setting deadlines to receive the information ahead of the actual deadline, due to the volume of reporting expected. only ras can submit information using the boss(es) system – the ita’s secured confidential database for es information.

entities which have not previously considered the es regime should therefore do so as soon as possible.

have the deadlines been extended?

the compliance and reporting deadlines were not permitted to be extended by the european union despite covid-19. however, the ita is very aware of the challenges posed by the pandemic. a summary of the ita’s guidance in this area is available here.

what is the reporting burden on my entity?

in practical terms, the impact depends on the entity’s activities and its tax status. directors and operators should already be aware of their bvi entity’s obligations and be preparing for reporting, if they have not already reported.

entities which are part of a group need to ensure that they are considering their individual non-consolidated position and assets and sources of gross income, as intragroup financing or service or other arrangements may be highly relevant to the analysis.

reporting for entities with no relevant activity or entirely passive entities carrying on “holding business” as a “pure equity holding entity” (as defined) is expected to be straightforward.

however, entities carrying on any other relevant activity – particularly intellectual property (ip) business – or claiming the tax “non-resident” exemption should allow sufficient time to prepare reports, as this can be quite complex and may require input from bvi counsel, accountants and tax advisors.

entities which carry on any relevant activity also can no longer qualify for exemption under the boss act from reporting on their beneficial ownership as an “exempt person”. this is potentially relevant to listed companies and their subsidiaries, as well as certain other types of entity.

what are the reporting obligations?

every relevant entity must report at least annually.

nil returns

even if no relevant activity was carried on during a financial period, a “nil return” is required.

relevant activities

if an entity carried on relevant activity during a financial period, it must either (i) submit details to demonstrate how it complied with the es requirements during the period or (ii) claim and evidence a tax status qualifying it for exemption from the es requirements as a “non-resident” entity.

where relevant activity was conducted and the entity is exempt due to its tax status, it will need to submit data which the ita will use to determine whether it had adequate substance in the bvi throughout the period.

the information required varies according to which relevant activities were conducted, with a simplified compliance and reporting requirement applicable to “pure equity holding entities”.

the table below summarises the reporting requirements for relevant activities other than ip business.

intellectual property business

there are additional very onerous reporting and evidential requirements for ip business. in practical terms, it may be virtually impossible for some entities to comply with the ip business requirements as they may well be subject to legal presumptions that they are not compliant. there are also increased fines and penalties for certain types of ip business.

entities with potential ip business should seek legal advice, if they have not already done so.

tax “non-resident” exemption

in addition to entities which are tax resident outside the bvi, this definition is broader than the name suggests and includes certain entities (other than “pure equity holding entities”) which are tax “transparent” or otherwise subject to tax on their income from relevant activities (for example, due to a taxable branch or permanent establishment), provided that the relevant jurisdiction does not appear on the eu’s list of non-cooperative countries for tax purposes. evidence complying with the ita’s guidance will need to be provided in support of the claim.

such claim will trigger the spontaneous exchange of information by the ita with the competent authorities in the jurisdiction(s) of tax residence (as well as any eu member state in which a beneficial or legal owner of the entity resides), which may lead to follow-up or investigation to ensure the claim is valid.

provisional “non-resident” treatment

generally, evidence of non-resident status needs to cover the entire es financial period, which may not match the entity’s fiscal period. if more time is needed to supply the evidence required, it is possible to apply for provisional treatment as a “non-resident” in certain circumstances.

entities considering claiming this exemption or such applications should consider the precise tests and implications with bvi counsel and their tax advisors, if they are at all uncertain.

can i correct errors in my reports?

if a mistake is made when reporting it should be corrected as soon as possible. the provision of false or misleading information may result in the commission of criminal offences and significant fines and penalties.

if the ra has not submitted the report to the ita, the ra should be able to assist with correcting the report relatively simply.

if the report has been formally submitted, the ra will need to initiate a correction process with the ita, which is more complicated and may take time to resolve.

this article was originally published by the world financial review.

covid-19 has changed the world in a lot more ways than one could imagine. an increase in the level of crime and changes in the type of criminal activity is just one of the many consequences of covid-19 on global businesses.

according to “covid-19 related money laundering and terrorist financing, risk and policy responses” (fatf covid-19 paper), new money laundering (ml) and terrorist financing (tf) threats and vulnerabilities have been created from the outbreak of covid-19 related crimes.

as seen on global banking and finance review.

in our eighth episode, transactional partner rachel graham and senior associate within harneys’ private wealth team, matthew howson discuss the following:

• what happens when a non-resident holder of bvi shares passes away, whether they held the shares absolutely or via a nomineeship?
• how to bridge the gap between the law of the bvi company and the law of the deceased’s home jurisdiction: covering some near-universal misperceptions.
• what works to ensure that bvi assets and shares are transferred directly to beneficiaries, and what doesn’t.
• provisions necessary for nominating a reserve director for a bvi company holding vehicle, in the event that the sole individual shareholder and director passes away.

find out more about succession planning for bvi companies here.

click here to subscribe to our practically speaking podcast. choose your preferred platform from the list presented and click subscribe or follow once logged in. visit our harneys fiduciary podcasts page for more.

in the fifth episode of our funds download podcast series, our host and the global head of funds and regulatory, philip graham, is joined by harneys fiduciary managing director of the americas, maria pia buchi, to examine market trends originating from latin america and how investment fund products are structurally so important in the plumbing of the region.

key takeaways:

• market uncertainty has meant managers are considering the possibility of replacing traditional strategies with more opportunistic ones to meet the demands of (and generate alpha in) such a volatile market.
• the deadline for compliance with recently enacted private fund legislation was 1 july 2020 for the bvi and is 7 august 2020 in cayman. these deadlines were set by the eu and there is no prospect of flexibility.
• outbound investments from latin america are currently very strong, with managers seeking to achieve diversification and will classically look to set up offshore funds in which their local vehicles invest or explore the luxembourg option where there is some form of european nexus.
• family offices in latin america have always had an international focus, but recently we have noticed an uptick in private equity inquiries where families are requesting that offshore aggregator vehicles be established to allow them to access opportunities that might normally be out of reach.

click here to subscribe to the funds download podcast. choose your preferred platform from the list presented and click subscribe or follow once logged in.

visit the funds download podcast page to catch up on all the funds download episodes.

our podcast series practically speaking was launched to provide our listeners with practical advice and insights on issues applicable to stakeholders of bvi entities.

in our seventh episode, transactional partner rachel graham and director of fiduciary & custodial kerry graziola discuss how to establish substance for relevant in scope entities in the bvi, outlining:

• the obligations facing both passive and active entities conducting holding business and how they differ.
• de-mystifying the requirements for direction and management and how they might be managed practically in a covid-19 world.
• how the ita has been responding to the current travel climate and its effects on obligations.
• the obligations facing entities that are required to conduct core-income generating activities relating to the relevant business and how outsourcing certain roles and functions to professionals on the island might assist.
• how the requirements for adequate premises and adequate employees in the bvi might be met by companies conducting the relevant activities of finance and leasing, fund management, and headquarters business.

find out more about the ita’s updates regarding compliance and reporting in response to the covid-19 outbreak here.

click here to subscribe to our practically speaking podcast. choose your preferred platform from the list presented and click subscribe or follow once logged in. visit our harneys fiduciary podcasts page for more.

in our sixth episode, transactional partner rachel graham and transactional counsel thomas dugdale discuss the following:

• what a continuation, “re-domiciliation” or “migration” is
• why continue or migrate to another jurisdiction
• practical considerations of continuing your company in or out of a jurisdiction
• how continuations might affect creditors and other interested parties
• commonly encountered issues and solutions
• to read more about continuations into the bvi click here

click here to subscribe to our practically speaking podcast. choose your preferred platform from the list presented and click subscribe or follow once logged in. visit our harneys fiduciary podcasts page for more.

every year, we advise dozens of clients seeking to continue their companies into the bvi. a continuation, known in other jurisdictions as a “re-domiciliation” or “migration” is, according to the bvi business companies act, 2004 (as amended) (the act), permissible so long as the law of the foreign jurisdiction also permits continuation. however, as experience demonstrates, some jurisdictions are harder to leave than others. this article seeks to demystify the process of continuing a foreign company into the bvi.

why continue your company into the bvi anyway?

we see companies migrate in to the bvi for all sorts of reasons (adverse regulatory or legislative change in the home jurisdiction or an increase in operational costs, for example), but most investors are motivated by a desire to take advantage of our flexible corporate laws, light but effective regulation and the popularity and familiarity of the bvi vehicle with global investors.

continuation is a fantastic legal tool as it permits entities to “emigrate” without affecting their legal personality, ownership structure, assets or legal activities and without reconstituting or re-setting their corporate existence. it is not a liquidation and re-incorporation in the bvi, but rather a true ‘continuation’. in many ways, it is no different from a person packing up their home and emigrating, life intact, to greener pastures.

continuation in is not a flight mechanism

as a responsible jurisdiction, which (by virtue of its modern legal concepts and straightforward operation backed by a robust common law for which english common law is highly persuasive authority and a specialized commercial court) is a mainstay of high profile cross border transactions, the bvi has legislated to ensure the continuation process cannot be used for nefarious reasons or as a means of escaping obligations, liabilities or claims. the act is unequivocal that continuation will not release or impair any court ruling or claim, debt, obligations due or to be due or any existing cause, abate or discontinue any legal proceedings or prevent the enforcement, prosecution or settlement thereof. continuation does not operate to extinguish liabilities. the bvi has no interest in welcoming in those in search of a holiday from reality and the legislation is clear: if you come to the bvi, you bring your baggage with you.

conversely, companies that continue in to the bvi are welcomed in with full recognition of their assets and rights, and the act is carefully constructed to ensure that pre-continuation ownership structures are preserved. a shareholding deeming provision provides that all shares in the company that were outstanding prior to the effective time of continuation into the bvi are deemed to have been issued in conformity with bvi law, ensuring shareholders can enjoyed continued ownership of their company, whilst also protecting members from any fraudulent dissipation of their shares.

mi casa, es su casa

in addition to compliance with local laws, foreign entities seeking to make the bvi home do need to meet various eligibility criteria.

• the first is the requirement to be a body corporate, and as expected when dealing with entities from different legal systems - sometimes as different as common law versus civil law systems - complications can arise in respect of the identity or personality of various entities. prior to beginning the process an applicant for continuation into the bvi should seek the advice of legal counsel in the foreign jurisdiction to determine whether the applicant is, under the laws of the foreign jurisdiction, regarded as a “body corporate”. only then can it apply to become a bvi body corporate.
• all continuations must be approved by the bvi registrar of corporate affairs who has, upon receipt of an application, the discretion to refuse to continue a foreign company on public interest grounds. it seems reasonable to assume that the registrar’s jurisdiction will override any claims by the foreign company that it has otherwise complied with all the requirements of the act.
• further, whilst the act does not grant the registrar an express discretion to refuse continuation on compliance grounds (i.e. suspicion of money laundering, terrorist financing etc.), companies who cannot meet financial services commission compliant client due diligence checks will find themselves unable to engage a bvi registered agent, which agent will also want to ensure the company passes sanctions checks and does not otherwise pose a reputational risk to the jurisdiction.
• logically, we do not accept applications to continue in from companies that are in liquidation, or subject to insolvency proceedings (in the widest sense of that phrase) in another jurisdiction. likewise, if a receiver or manager has been appointed in relation to any of the foreign company’s assets, or if it has entered into an arrangement with its creditors, the foreign company must adduce evidence of the conclusion of all such proceedings before continuing into the bvi.
• finally, companies seeking to continue in should ensure they have taken advice on, and are able to comply with, bvi economic substance regulation. a dedicated team of experts is on hand at harneys to assist: https://www.harneys.com/harneys-wave/products/economic-substance-classification-solution/

upon the effectiveness of a continuation, as a matter of bvi law, the applicant company will become a bvi body corporate company with separate legal personality and subject to suit in its own name, capable of exercising all the powers of a company incorporated under bvi law and fully regulated thereby. it will no longer be treated as a foreign company. crucially, there is no liquidation and re-incorporation in the bvi and the foreign company is not deemed a different or separate entity but the very same one, continued in. it’s like automatic naturalisation for a company.

procedure for continuing into the bvi

by law, all bvi companies must have a bvi registered agent (ra), and as the ra physically files the application for continuation, on-boarding needs to be completed first. to extent the emigration analogy, this process is akin to finding a visa sponsor, but it doesn’t need to be painful. in short, from a registered agent’s perspective the process is almost as easy as a new incorporation; especially so for companies that take advantage of intelligent id verification, it allows clients to submit all cdd and pass through compliance from the comfort of home: https://idv.harneysfiduciary.com/

our jurisdiction welcomes newcomers and the application procedure for continuation in under the act is very straightforward. challenges only usually arise where the laws of the outgoing jurisdiction have special or particularly onerous requirements or where the one is navigating two very different legal systems. your usual legal contacts at harneys are well versed in dealing with some of the trickier jurisdictions, such as malta, which has a concept of provisional continuation out, or alberta, which has legal concepts not recognised by bvi law, and will be able to offer a variety of practical solutions and work seamlessly with foreign counsel to ensure that all loose ends in the home jurisdiction are tied up.

when is the continuation effective?

the effective date of continuation is the date specified in the certificate of continuation issued by the registrar. once the application has been submitted to the registrar by the registered agent, the turn-around time is usually about 3 to 4 working days. however, timing depends on the workload at the offices of the registrar, with the first week of august (emancipation festival), christmas and new year naturally being the busiest time of year when applications may take a day or two more. to avoid delays at any time of the year, or for clients with particularly urgent needs, there is an expedited filing process with a four hour turn-around time if the application is submitted within the required window on a bvi business day. both regular and express applications are made 100% electronically, a feature that proved extremely important in the aftermath of 2017’s hurricane irma and which has ensured business continuity during the covid-19 pandemic. indeed, our own experience is that there has been no impact on bvi registry turnaround times for continuation applications, even during the three-week-long 24/7 lockdown in the british virgin islands when the entire territory was working remotely.

in summary

the bvi welcomes foreign body corporates who can satisfy our compliance rules to continue in and enjoy the many benefits of our jurisdiction, a lightly but effectively regulated stable and neutral microstate boasting the world’s most flexible corporate laws, a deep bench of experienced common law judges upholding a strong rule of law and global endorsement as a strategic and genuine offshore financial centre. whilst our territory’s borders remain partially closed for the coming months, the bvi jurisdiction is most definitely open for business.

for more information, please contact amy roost or your usual contact at harneys.

this guide provides an overview of the redomiciliation of companies in and out of cyprus, including a detailed breakdown of the application process.

download the pdf to read more.

in our fourth episode, transactional partner rachel graham and director of fiduciary & custodial kerry graziola discuss the following:

• the liquidation process in the bvi
• the external factors that might affect how quickly the company can be liquidated
• how to reorganise the company to help simplify the liquidation process
• the ongoing duties and annual reporting obligations under the economic substance regime

click here to subscribe to our practically speaking podcast. choose your preferred platform from the list presented and click subscribe or follow once logged in. visit our harneys fiduciary podcasts page for more.

during this episode of our practically speaking podcast series, rachel graham and amy roost discuss the ins and outs of de-enveloping bvi companies, outlining:

• who may wish to de-envelope and why
• commonly used structures involving bvi companies for holding real estate and other assets
• options available for de-enveloping assets from these structures
• key steps to be taken before de-enveloping can occur including the need for the company to be in good standing
• relevant timings

click below to listen.

click here to subscribe to our practically speaking podcast. choose your preferred platform from the list presented and click subscribe or follow once logged in. visit our harneys fiduciary podcasts page for more.

key takeaways

where an entity is no longer required there are two options available: first is solvent liquidation, a formal process to wind up and dissolve the company, bringing it to an orderly end; second is to allow the company to fall out of good standing and be struck off the register and eventually dissolved some 7 years later.

liquidation

this formal but straightforward process brings the company to an orderly end. it brings formal closure and much greater certainty as well as mitigating risk for directors, shareholders, and other stakeholders. in many cases, where the company has already disposed of its assets and settled all its liabilities, the entire liquidation process can be completed within four to six weeks.

once a company has been voluntarily liquidated and dissolved, it no longer exists and can no longer incur liabilities or sue or be sued.

the date of dissolution is significant, however, since the company will continue to have reporting obligations under the economic substance regime, for the financial period that the entity is in at the time of its liquidation.

strike off

for decades it has been the norm to leave entities that are no longer required to be struck off. strike off is automatic when an entity no longer meets certain requirements eg not paying its annual licence fee.

a company remains struck off for 7 years before it is formally dissolved and during that period the company, as well as its directors and shareholders, are exposed to the ongoing risk of liability and uncertainty.

the risk and uncertainty are increased with the introduction of ongoing reporting obligations under the economic substance regime, which continues to apply during this 7 year period, even if the struck-off company is not carrying on any activity.

fines and penalties for non-reporting under the economic substance regime

potential penalties are severe with significant financial and criminal actions available to the competent authorities.

conclusion

where an entity is no longer required, directors (and shareholders) of bvi companies are strongly advised to consider liquidating the company rather than allowing the company to be struck off. entities may wish to consider seeking further legal advice to go over their options and the ongoing implications.

stay tuned for more episodes of practically speaking. if you have any questions please contact your usual harneys fiduciary contact or email amy.

click here to subscribe to our practically speaking podcast. choose your preferred platform from the list presented and click subscribe or follow once logged in. visit our harneys fiduciary podcasts page for more.

transactional partner rachel graham and director of client services amy roost, host the first episode of our new podcast series: practically speaking. this series was launched to provide our listeners with practical advice and insights on issues applicable to stakeholders of bvi entities. we hope that the series will be of interest to directors, shareholders, trustees, corporate service providers, and others concerned with bvi entities.

episode one: the impact of covid-19 on economic substance compliance and directors duties

in this first episode, rachel graham and amy roost discuss two topics: the implications of covid-19 on economic substance compliance and reporting, and matters directors should be considering if they find their company is moving towards financial difficulties.

click below to listen.

key takeaways

• travel restrictions due to covid-19 and how directors of bvi entities can comply with their economic substance obligations
• directors duties in turbulent times

many bvi entities have already classified themselves for economic substance purposes, and many have put in place arrangements to comply with their economic substance obligations. however, the covid-19 travel restrictions in place around the world may make some of these arrangements difficult or impossible to fulfil.

the bvi ita released some guidance on 27 march 2020 (found here), outlining that they do expect the economic substance requirements to be met so far as possible and indicating some methods companies can employ to ensure decision making relating to core income-generating activities is, so far as possible, carried out in accordance with a company’s economic substance obligations.

the bvi ita has reminded entities that they may hold virtual meetings or appoint alternate directors. in the event that directors are not able to meet the economic substance requirements with respect to decision-making on core income-generating activities, they should record the steps the company is taking in order to try and comply with their obligations and the reasons for any non-compliance.

in times of worldwide economic disruption, it is not uncommon for companies to face financial difficulty and in these circumstances, directors should be mindful of their statutory and fiduciary duties and should be making sure that they understand the financial position of their company and monitor it closely. they should ensure that all the key directors and officers of the company have access to sufficient financial information so that they may ascertain the financial position of the company with reasonable accuracy and be in a position to make informed decisions about the future of the company (read more about directors’ duties during turbulent times here).

additionally, directors should be looking closely at the relationships with their bankers, insurance providers, and other external creditors and take legal advice at an early stage. it may be prudent to consider restructuring or reorganising the company and steps should be taken to understand the options available.

when dealing with group structures, directors of a subsidiary shouldn’t assume the availability of parent or group company support. unfortunately, a worldwide pandemic that is affecting entities all over the world may make this assumption untenable.

directors are advised to consider and action those steps which allow them to make prudent and reasonable decisions in the circumstances and to keep supporting documents relating to those decisions. directors should be mindful of the fact that when a company becomes insolvent or is at risk of insolvency, their duties shift from being owed to the company and its shareholders to being owed to creditors.

stay tuned for more episodes of practically speaking. if you have any questions please contact your usual harneys fiduciary contact or email amy.

click here to subscribe to our practically speaking podcast. choose your preferred platform from the list presented and click subscribe or follow once logged in. visit our harneys fiduciary podcasts page for more.

in an ever-increasing digital world, electronic communications between transaction parties have become the norm and the exchange of electronic documents is daily routine in transactions (whether occurring locally or cross-border). in this digital environment, therefore, it is imperative that the right tools are utilised to ensure that no legal mishaps occur: electronic signatures, electronic seals and electronic time stamps, as well electronic identification mechanisms are in place on the basis of a pan-european legal framework guaranteeing that the use of electronic communications is undertaken in a secure and consistent manner.

in this article, we set out the legal framework for the use of the electronic tools mentioned below and describe how we can assist you to implement your digital strategies efficiently.

the eidas regulation

the european union, understanding that it is essential to provide for a legal framework to facilitate cross-border recognition, has been in the front-run: a european electronic signatures framework was put in place in 1999 through the enactment of the esignature directive (1999/93/ec) and has been adapted gradually to meet the needs of our modern era. the current legal framework is based on regulation (eu) no 910/2014 on electronic identification, authentication and trust services (the eidas regulation).

the eidas regulation aims to enable convenient and secure electronic transactions across eu borders for citizens, businesses, and public sector institutions. it entered into force on 17 september 2014 and became directly applicable throughout the eu since 1 july 2016 by the fact that it is a regulation, and not a directive (as was its predecessor, the esignature directive (1999/93/ec) which was repealed by the eidas regulation.

the eidas regulation establishes an eu-wide legal framework for electronic signatures, seals, time stamps and documents and introduced the concept of “trust services”.

the electronic signatures

an “electronic signature” under the eidas regulation is defined as “any data in electronic form which is attached to or logically associated with other data in electronic form and which is used by the signatory to sign”.

in practice, the eidas regulation recognises three types of electronic signature – electronic signature as a type of signature, and advanced and qualified electronic signatures.

1. electronic signature: the first type is as simple as applying a scanned signature image or clicking the “i accept” button on a website.
2. advanced electronic signature: a type of electronic signature meeting specific requirements set out in article 26 of the eidas regulation so that it provides a higher level of security. the regulation requires that it is:
   1. uniquely linked to the signatory;
   2. capable of identifying the signatory;
   3. created using electronic signature creation data that the signatory can, with a high level of confidence, use under his/her sole control; and
   4. linked to the data signed in such a way that any subsequent change in the data is detectable.
3. qualified electronic signature: the only electronic signature type to have special legal status in eu member states, being the legal equivalent of a written signature. in order for an electronic signature to be qualified, it must meet the advanced electronic signature requirements and, in addition, be backed by a qualified certificate issued by a trust service provider (tsp) authorised by a national supervisory body to provide qualified trust services.

trust services

the concept of “trust services” introduced by the eidas regulation is very important in the new digital world as it facilitates cross-border interaction by recognising the use of trust services as evidence in legal proceedings in all member states and, moreover, by giving precedence to trust services complying with this eidas regulation over compliance with national laws and regulations.

an electronic trust service is an electronic service normally provided for remuneration consisting of:

1. the creation, verification and validation of electronic signatures, electronic seals or e electronic time stamps, electronic registered delivery services and certificates related to those services, or
2. the creation, verification and validation of certificates for website authentication; or
3. the preservation of electronic signatures, seals or certificates related to those services.

qualified trust service providers in cyprus

eidas also introduced the concept of qualified trust services and qualified tsps. qualified tsps can issue qualified certificates which are subject to a more comprehensive regulatory regime. a tsp that intends to provide qualified trust services must submit a notification of its intent and a conformity assessment report to its national supervisory body. the supervisory body will then assess whether that tsp complies with the requirements under eidas and must pre-approve it before the tsp begins providing qualified trust services. similarly, a qualified tsps established in another member state needs to notify the national supervisory body. in this way, the eidas regulation attempts to ensure that qualified tsps across europe meet the same high-level security standards.

in cyprus, the supervisory body is, pursuant to law 55(i)/2018, the department of electronic communications of the ministry of transport, communications and works. tsps that are granted qualified status by the department of electronic communications are included on a "trusted list" which currently has one company established and operating in cyprus and two companies established in another member state of the european union and operating in cyprus, as qualified tsps.

as a qualified tsp, these companies can issue digital certificates for electronic signatures, both for natural persons and for natural persons acting on behalf of a legal entities, as well as certificates for electronic seals for legal entities.

the digital certificates can then be used by their holder to electronically sign any form of electronic documents (including pdfs, word, excel files, etc.) and such electronic signature, coupled with the digital certificate, will have the same legal force as a handwritten signature and will be recognised in all member states of the european union.

obtaining a digital certificate

each of the tsps has issued its certification practice statement that sets out the basis on which the qualified trust services are provided to subscribers and/or subjects; these two terms are used to distinguish between the person (i.e. the subscriber) who bears the ultimate responsibility for the use of the credential provided by the tsp and the individual (i.e. the subject) that is authenticated when the credential is presented. in few words, subscriber means a natural or legal person to whom the tsp provides the trust services, while the subject may be either (a) a natural person or (b) a natural person who is identified in association with a legal person or (c) a legal person.

at harneys, we can assist you with all aspects of your application whether you are natural person or a legal person including by appearing in front of the tsp to submit the relevant documentation , assisting with putting together the appropriate documentation and certifying/arranging for certification as appropriate.