What is the intention of the new regime? By replicating and improving upon successful asset holding structures adopted by fund managers in jurisdictions like Luxembourg, the QAHC regime is intended to bolster the UK funds industry by facilitating greater UK-based fund activities, amending certain aspects of the UK tax system which have hitherto made UK vehicles unattractive as asset holding companies ("AHCs") ...
Directors Publicly available names of directors In 2016, the BVI Business Companies Act, 2004 introduced a requirement for all BVI companies to file the names of directors with the Registrar of Corporate Affairs (the “Registrar”). To date, the contents of the private register of directors have not been available for inspection by the public ...
The decision will be relevant for parties seeking to bring claims in the BVI courts where there are competing jurisdictions and systems of law at play. Funders and ATE insurers will also find the decision of interest where they are considering the merits of funding cross-border claims involving BVI defendants. A copy of the judgment is available here. Background WWRT had commenced proceedings in the BVI against Carosan, a BVI company, and BK, a Ukrainian businessman ...
AML/ATF and Sanctions The Proceeds of Crime (Anti-Money Laundering and Anti-Terrorist Financing) Regulations 2008 require the Bermuda regulated sector and relevant persons to put in place policies and procedures in order to prevent activities related to money laundering and terrorist financing and to apply enhanced customer due diligence to high-risk jurisdictions ...
The current regime Under the current regime in the Cayman Islands, the only option for a company to obtain a moratorium on claims, and to benefit from what is often seen as necessary breathing room to explore a restructuring, is for a winding up petition to be issued against the company and for the company to be placed into provisional liquidation, with provisional liquidators (JPLs) appointed over the company on a light-touch basis with the mandate to explore a restructuring of the company&r
Prior to the Amendment Prior to the Amendment coming into effect, a person carrying out investment business in or from Bermuda was required to be licensed under the IBA unless they were excluded in accordance with the provisions the IBA or exempt pursuant to the Investment Business (Exemptions) Order 2004 (2004 Order). Investment business was defined in the IBA as the undertaking of a relevant activity (i.e. dealing or advising on) in respect of an investment (i.e ...
OECD's minimum global corporate tax The most significant recent development in the arena of taxation internationally must be the Organisation for Economic Co-operation & Development's (the OECD) members' agreement in late 2021, to ensure that multinational enterprises (MNEs) with global revenue above EUR 750 million will be subject to a 15% tax rate ...
NotPetya Cyber-attack In June 2017, data-destroying malware called NotPetya, which has since been attributed to Russia’s military intelligence agency, infected hundreds of organizations in dozens of countries causing an estimated $10 billion in losses ...
What is a JCT contract? A JCT contract is a standard form of building contract produced by a UK body known as the Joint Contracts Tribunal. The JCT is comprised of seven members who represent a wide range of interests in the building sector from contractors, architects, and surveyors. The documents produced by the JCT are intended to standardise construction contracts with a view to reducing the time taken to negotiate the documentation ...
In the meantime, many individuals and families with significant wealth have seen their fortunes grow considerably despite these crises. In this environment, misassumptions may readily run rife ...
The Guernsey Housing Association has recently advised that there are currently more than 500 people on the waiting list for affordable housing. Affordable housing is housing that is reserved for certain groups of people whose needs are not met by, or cannot afford to rent or buy property in, the private market ...
Bermuda remains a preferred jurisdiction in which to establish and maintain trusts (and increasingly, family offices). Bermuda's Courts and regulatory regime carefully balance privacy with the objective of maintaining appropriate regulation to preserve Bermuda's stellar reputation as a premier international financial services jurisdiction ...
Purpose of the new legislation The new legislation is intended to achieve three objectives, to: promote accountability, integrity and public confidence in the administration and management of the charitable sector in Guernsey; meet international standards aimed at preventing the third sector from being abused for criminal purposes; and give comfort to donors that their donations will be used to achieve the purposes of the charity ...
The section 238 appraisal process under the Companies Act [1] in the Cayman Islands is a vital safeguard designed to protect minority shareholders' economic interests. When there is a merger or consolidation involving at least one Cayman company under Part XVI of the Companies Act, a dissenting shareholder may demand payment of the “fair value” in respect of all his shares ...
Having been asked to manage restrictions on mobility, changes in investment portfolios, and risk appetite and to consider more closely matters of mortality and succession, many family offices have found themselves in uncharted territory ...
Contents Please click on the links below to jump to the relevant section: What are the key features of a PCC? Who can be a PCC? Incorporation of a PCC Separation of assets Attributing liability and recourse against assets Information obligation Transferring cellular assets to third parties Arrangements between cells affecting cellular assets Conversions Liquidation of a PCC Administration of a PCC Receivership of cells in a PCC Tax Foreign recognition Essentially, a PCC consi
Protected Cell Companies A Guernsey protected cell company (“PCC”) is a single legal entity. It is one company with one board of directors, one memorandum and articles of incorporation and one company registration number. A PCC comprises a core and any number of cells. Assets which are not comprised in a cell are deemed to be comprised in the core. No regulatory or filing processes are required to create a cell of a PCC ...
Familiarity Jersey company law is founded on the same underlying principles as English company law, and therefore Jersey companies are very familiar to people who are used to dealing with English companies On the flip-side, the additional flexibility that Jersey law permits makes it possible for a Jersey company to “look and feel” very similar to, for example, a Delaware company Flexibility on acquisition and throughout investment holding period Maintenance of capital:
Even for those who know that ESG is an acronym for Environmental, Social and Governance there is a lot of subjectivity in the way the term is understood ...
Voluntary Winding Up A Guernsey company may be voluntarily wound up by means of a special resolution of its shareholders (passed by a majority of 75%). A copy of the special resolution must be filed at the Guernsey Companies Registry within 30 days who will publish notice on its website. A copy of the special resolution must also be sent to the Guernsey Financial Services Commission ("GFSC") within 30 days of the special resolution being passed if the company is supervised by the GFSC ...
The new legislation has: created an additional type of winding up of an insolvent company that can be initiated by a creditor and ordered by the court; and redefined the eligibility criteria for appointment as a liquidator in specified circumstances (including liquidator appointments under the new court ordered creditors’ winding up procedure) ...
We have extensive experience in assisting both established and emerging fund management companies relocate part or all of their business to Jersey. We are legal advisers to five of the largest hedge fund managers with offshore headquarters: BlueCrest, Brevan Howard, Systematica, Rokos and Autonomy, a clear reflection of the high regard in which our practice is held ...
However, in the light of the recent decisions in Rangecroft Ltd v Lenox International Holdings Ltd [1] , IS Investment Fund Segregated Portfolio Company v Fair Cheerful Ltd [2] , and most recently in A Creditor v Anonymous Company Ltd [3], a reassessment is required as to whether the procedure is truly optional. The Court in Lenox International highlighted the importance of following the "two-step process" to wind up a company on the basis of its insolvency ...
With the introduction of foundations as an alternative type of structure to companies, the trustee can be formed as a private trust foundations (“PTF”) instead of a PTC, offering increased choice to the client. To help guide this choice, this briefing note considers key issues relating to the establishment and use of a PTC or a PTF in the context of private wealth management. References to “PTVs” are to both PTCs and PTFs ...
In summary, in most jurisdictions, trust assets will be more vulnerable to attack from a settlor’s creditors in the following scenarios: A settlor’s retention of dispositive powers (particularly positive powers e.g. powers to direct the trustee in contrast to a power to veto a trustee’s proposal) generally renders a trust more vulnerable to attack by creditors. Retaining powers to revoke the trust and/or a general power of appointment (i.e ...
