The Securities and Investment Business Act ("SIBA"),
together with the Investment Business (Approved Managers)
Regulations, 2012 (the "Regulations"), the Regulatory
Code, 2009 (the "Code") and, in the case of mutual funds,
the Mutual Funds Regulations, 2010 and the Public Funds Code, 2010,
form the key regulatory regime in the British Virgin Islands (the
"BVI") which applies to mutual funds and persons and
entities carrying out regulated investment business in the BVI or
who are incorporated or formed under the laws of the BVI.
Authorised Representatives for British Virgin Islands Regulated
Pursuant to the above regime, the following persons or entities
must appoint and at all times have an authorised representative who
shall be a person or entity resident in the BVI and certified by
the BVI Financial Services Commission (the "FSC"):
any private, professional or public fund carrying on business
or holding itself out as carrying on business in or from within the
any person or entity which is licenced under SIBA; and
any person or entity approved as an approved manager under the
Regulations, (each a "Regulated Entity")
Failure to comply with this requirement carries a fine of
US$15,000 where the Regulated Entity is a company and US$10,000
where the Regulated Entity is an individual, on summary
Regulated Entities are however exempt from the requirement to
appoint and at all times have an authorised representative if they
have a significant management presence in the BVI determined in
accordance with the Code.
Carey Olsen provides authorised representative services for a
range of Regulated Entities.
Main Functions of Authorised Representatives
The functions of the authorised representative as prescribed by
SIBA are to:
act as the main intermediary between the Regulated Entity that
it represents and the FSC;
accept service of notices and other documents on behalf of the
Regulated Entity; and
keep at the BVI office of the authorised representative such
records, or copies of such records, as may be prescribed from time
All documents to be submitted to the FSC by the Regulated Entity
must be submitted by its authorised representative and all fees to
be paid by a Regulated Entity must be paid by its authorised
representative on behalf of the Regulated Entity.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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Probably the most significant change from previous practice in Guernsey law under the Companies (Guernsey) Law 2008, which came into effect on the 1 July 2008, was the consignment to history of the concept of capital maintenance, which was discarded in favour of a solvency model as the basis of a company’s ability to pay distributions and dividends.
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