1. BVI Business Companies Act Workshop
Kenneth Baker
Deputy Managing Director, Regulation

2. How to Become a Company Manager / Registered Agent
Relevant Legislation
Definition
Application
Minimum Requirements
Fit & Proper Assessment
Application Checklist
Post Licensing Approvals
Anti-Money Laundering & Compliance
Failure to Comply with Legislation
Contact Details

3. Relevant Legislation Company Management Act, 1990
Financial Services Commission Act, 2001
Anti-Money Laundering Code of Practice, 1999

4. Definition of Company Management Business
Formation of Virgin Islands companies & [continuation of companies]
Provision of Registered Agent Services
Provision of Registered Office Services
[Provision of Director or Officers for companies]
[Provision of Nominee Shareholders of companies]

5. Application for Licence
Issue of a licence is discretionary and not an entitlement
Decision to refuse to grant a licence is not subject to appeal

6. Minimum Requirements
Applicant satisfies requirements - Company Management Act
Applicant “Fit & Proper” – competence & capability conduct company management business
Organization & management of applicant adequate for carrying on company management business
Minimum capital resources US$25,000
Application fee US$200

7. Company Management Capital Resource Requirements
Minimum cash in hand or on deposit of US$25,000; or
Minimum cash in hand or on deposit of US$10,000 and security or interest for US$15,000
Irrevocable letter of credit or security guarantee from BVI bank
Interest in real property located in the BVI

8. Fit and Proper Test Honesty, integrity and reputation
Competence and capability
Financial soundness
[Track record & viability]
Prior to issuing a licence or certificate, LSC must be satisfied that the action is in the interest of the BVI and that the entities meet relevant “fit and proper” tests established by BVI laws and policies, or by the appropriate international standards-setting organisation.
Before granting an application for approval of a licence, the FSC must be satisfied that the senior managers, directors and shareholders are fit and proper. licensees are also required to notify the FSC of any significant matter which might affect the assessment of fitness and propriety as soon as the firm becomes aware of it. Furthermore, the conditions for fitness and propriety must be met on a continuing basis. All changes in control are subject to regulatory approval.
The FSC takes three key factors into account when assessing fitness and propriety:
a) Honesty, integrity and reputation. No individual can be approved unless the FSC is satisfied that he intends to be open and honest in his dealings with consumers, professional market participants and with regulators, and that he is able and willing to comply with the requirements imposed on him and his firm;
b) Competence and capability. The FSC expects the individual to have the necessary skills to carry out the function which he is performing or will be performing; and
c) Financial soundness. If an individual is in financial difficulty, he may be tempted to put his interests above those of his customers to boost his own earnings.

9. Application Checklist - 1
Name of company applicant
Address
Principal office
Registered office
Name and Address of Shareholders (must be BVI Nationals)
Name & Address of 2 Directors
Name and Address of Officers and Managers

10. Application Checklist - 2
Name and Address of Solicitors
Letter confirming that they are acting on behalf of applicant
Name and Address of Auditors
Evidence of incorporation

11. Application Checklist - 3
Evidence of [relevant experience] competence & capability
[Paid-up capital] – Company Management Capital Resource Requirements of US$25,000
2 Character references plus bank statement
Police record
[Annual Accounts for the preceding 3 years]

12. Application Checklist - 4
Business Plan
Business objectives
Management structure & operations
Business development
Financial projections
Operating policies & procedures

13. Duration of Licence
Licence valid until surrendered, suspended or revoked
Licence fee US$500 plus US$10 for each company under management due annually during January
Licence prominently displayed on the premises from where the business is conducted
List of licence holder on Commission’s website, Financial Directory

14. Post-Licensing Approvals
Change in shareholders
Changes in company name
Changes in business address
Changes in Directors & Senior Officers
Changes in auditors
Change in corporate structure
Changes in business strategies

15. Anti-Money Laundering Safeguards
Commission has a vested interest in the prevention of Money Laundering
Our mandate requires that we monitor the entities that we register and licence, for compliance with the applicable anti-money laundering legislation
All Commission staff members and staff members of licensees are obligated to report any suspicious transactions to the Financial Investigation Agency (“FIA”). Failure to report a suspicious transaction is an offence punishable by a fine and jail sentence

16. Compliance Issues
As regulator, Commission’s duty to monitor its licensees for:
Compliance with the regulatory legislation and the applicable regulations, code of fiduciary conduct, international standards and rules imposed by the Regulator (“Regulatory Compliance”)
Compliance with the licensed institutions’ own set of internal rules (“Internal Compliance”)

17. Regulatory Compliance
The on site inspection involves visiting the premises of the licensee and reviewing their operations and internal control
Commission also works with individual licensees and associations in developing and enhancing anti-money laundering procedures through the development of guidance notes.

18. Failure to Comply with Legislation
Commission entitled to take Enforcement Action
Administrative Penalty
Revoke appointment of Directors
Appoint an Examiner
Appoint a Qualified Person
Issue a Directive
Suspend or Revoke Licence

19. Contact Details For Additional Information: Kenneth Baker
Director, Banking & Fiduciary Services
Financial Services Commission
Pasea Estate
Tel: