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BVI Business Companies Act Workshop. Kenneth Baker Deputy Managing Director, Regulation. How to Become a Company Manager / Registered Agent. Relevant Legislation Definition Application Minimum Requirements Fit & Proper Assessment Application Checklist Post Licensing Approvals

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Bvi business companies act workshop

BVI Business Companies Act Workshop

Kenneth Baker

Deputy Managing Director, Regulation


How to become a company manager registered agent
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


Relevant legislation
Relevant Legislation

  • Company Management Act, 1990

  • Financial Services Commission Act, 2001

  • Anti-Money Laundering Code of Practice, 1999


Definition of company management business
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]


Application for licence
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


Minimum requirements
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


Company management capital resource requirements
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


Fit and proper test
Fit and Proper Test

  • Honesty, integrity and reputation

  • Competence and capability

  • Financial soundness

  • [Track record & viability]


Application checklist 1
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


Application checklist 2
Application Checklist - 2

  • Name and Address of Solicitors

    • Letter confirming that they are acting on behalf of applicant

  • Name and Address of Auditors

    • Letter confirming that they are acting on behalf of applicant

  • Evidence of incorporation


Application checklist 3
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]


Application checklist 4
Application Checklist - 4

Business Plan

  • Business objectives

  • Management structure & operations

  • Business development

  • Financial projections

  • Operating policies & procedures


Duration of licence
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 www.bvifsc.vg


Post licensing approvals
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


Anti money laundering safeguards
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


Compliance issues
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”)


Regulatory compliance
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.


Failure to comply with legislation
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


Contact details
Contact Details

  • For Additional Information:

  • Kenneth Baker

  • Director, Banking & Fiduciary Services

  • Financial Services Commission

  • Pasea Estate

  • Tel: 494 1324