Contributed by Peter Morgan, Systems Development Manager and Alan Jones, Registrar of Companies, Government of Anguilla / Companies House UK
As a relative newcomer to the world of international offshore finance, Anguilla is already recognized as a quality jurisdiction and a highly competitive option to a number of other well established financial centers. However, not content with simply being a competitive option, Anguilla has embarked on an innovative project which is set to revolutionise the world of offshore finance.
Both the Government and the private sector have long recognized that a unique feature is required if Anguilla is to stand out from the ever growing army of offshore centres. Being a true zero tax jurisdiction with absolutely no direct taxation is not in itself, sufficient to put Anguilla ahead of the rest. After all the vast majority of offshore centers claim to offer zero tax, itself something of an emotive subject. In addition, the vast majority of jurisdictions can also proudly boast of an excellent professional infrastructure and the ability to provide the very highest degree of customer service. Both are quite rightly demanded by the industry; anything less will simply not be tolerated.
With technical assistance from Companies House UK and funding provided by the British Government, Anguilla is set to provide on-line registry services direct to the fingertips of professionals worldwide.
The system which will facilitate instant on-line company registration, is expected to be fully operational in a matter of months. As well as providing instant incorporation of a diverse range of corporate vehicles including International Business Companies, other on-line services will include name availability checks and reservation, electronic filing of standard documents and company search capabilities. A key service which shall also be available is instant registration of foreign character company names including Chinese, Cyrillic, French and German. Other languages will be made available should there be sufficient demand. Articles of Incorporation can also be provided in any lnguage specified.
Anguilla approached the task of specifying what the system should do and how it should function by spending a considerable amount of time and effort in generating a comprehensive User Requirement Specification. This not only covered the primary Registry functions but also included technical considerations, sustainability requirements and support.
The guiding principle behind the project and design of the system itself, is to provide registry services for the convenience of agents. With this in mind, Anguilla's Financial Services Association has been actively involved from the projects inception and will continue to be so through to implementation and beyond. Quite simply, the system has been designed with the needs and requirements of the agent user in mind.
Originally, the perception of way in which agents would connect with the registry was by using dedicated modem to modem links and the provision of separate customer / service provider software. However, with acceptability of the Internet increasing significantly over recent times, the solution adopted by Anguilla is to use the Internet as the primary transport mechanism. Dedicated modem links will also be provided to satisfy those agents who may prefer not to use the Internet.
Delivering the service on a worldwide basis means that all time zones must be covered. This has led to the systems availability target being set at 24 hours a day, 365 days a year, quite literally bringing Anguilla's registry into the comfort of your own office day or night. The advantages to practitioners in different time zones will be enormous. In addition, around the clock help desk facilities will also be available, so that any queries or issues can be resolved immediately.
The User Requirement contains an entire section devoted to computing criteria. The key elements include:
- Use of commercially available hardware and software
- Use of high level languages
- Selection of hardware that meets the requirements for functionality, resilience and performance
- Ease of operability and modifiability
- Provision of adequate system monitoring
- Availability requirements
- Resilience requirements
- System User requirements
- Disaster Recovery
- Hardware environment requirements
- Backup and Archive
- Security and confidentiality
Other sections define the quality requirements. Audit at both a development and operational levels are defined. Testing, acceptance and training are also covered. In particular long-term sustainability is very important and therefore maintenance and support requirements are also covered.
So, this has given rise to the adoption of a four server configuration. There is a web server, a firewall server, the database server itself and an office server. Communications are via a 64kbit link provided by Cable and Wireless and the system has four dedicated modem lines. The look and feel of the system will be identical irrespective of the means of accessing the Registry.
Disaster recovery has also been considered. Obviously, cost is a factor to an emerging jurisdiction like Anguilla. Therefore, a limited disaster recovery facility has been proposed. This will provide Agents with the ability to lodge documents or requests for incorporation but it will not provide a full-fledged service. Anguilla has adopted this approach primarily as a result of the experience of Hurricane Luis where emergency power was immediately available, no damage was sustained by the Offshore Finance Centre and communications were restored within 48 hours. Obviously, if the extreme situation of a 747 landing on top of the Offshore Finance Centre was to happen, the current facilities could not provide the services we need. Then again, it must be recognised that probably all Registries would have significant problems if it were to be destroyed by fire, flood etc.
So, the provision of a disaster recovery facility raises the issue of back-up and off-site storage. Database updates will be passed to the disaster recovery server on a daily basis. We are also providing full backup and off site storage facilities on Anguilla. This will include full facilities for all imaged documents as well. We believe that these measures will provide the security of data that is needed for this application.
The software is based on commercially available packages. This was a requirement within the User Requirement Specification. There is also a requirement to use formal methods for any software development for two reasons. Firstly, it is a British government requirement to ensure the sustainability of the computer system and secondly, the adoption of formal methods enables the designs to be checked and ratified and for the impact of changes to be properly quantified and controlled.
The proposed hardware is a mix of Sun and Fujitsu-ICL servers and Dell workstations. Sun Netra provides the database server and the web, firewall and office servers are all from Fujitsu-ICL. The servers can be reconfigured to take over operation should there be a hardware fault.
Data storage is RAID 5 so we have ensured that the failure of a disk will not compromise data security. The total available storage is some 9GB which will be ample for the Registry's immediate and near term needs.
The Operating system for the database server will be Solaris. Windows NT is the operating system for the web, firewall and office servers. The local area network is based on NT as well and each workstation will operate under NT rather than Windows 95. Firewall software will be provided by Borland.
The database software will be Oracle version 8. The web browser is Microsoft Explorer. Other commercially available software to be used includes ACCPAC 2000 for accounting and Microsoft Office Professional for the word processing and other office functions. System development tools include Oracle Developer 2000.
As the project is being funded by the UK Department of International Development, it is using the UK mandated project management methodology PRINCE (Projects IN a Controlled Environment). This measures the progress of the project against the delivery of the products defined for the project.
Anguilla has adopted a more radical development approach using the concept of Rapid Application Development. This provides the opportunity to achieve a successful system in a shorter time scale than by using the traditional waterfall development methodology. One significant advantage is that it is possible to more closely involve the private sector in the development as they are able to contribute to the development of the prototypes not as pieces of paper but as actual items of software. The private sector will be totally involved in ensuring that what they require is actually implemented as their comments are fed directly to the development team.
Testing is also critical to ensuring that all the requirements have been satisfied and work as expected. Anguilla has adopted the principal of incremental confidence building through testing. Unit and module testing undertaken by the Supplier must take place and the results made available to the customer.
Functional testing will result in the conduct of a factory acceptance test by the client. No software will be allowed to be installed within the Registry until the functionality has been adequately demonstrated by the supplier to the Government of Anguilla. Once installed within the Registry, the supplier will conduct integration testing and when satisfactorily completed, will hand over the system to the Registry for acceptance testing. Successful completion of acceptance testing will be the trigger which enables live running. Each and every testing stage must be documented both in terms of the test specifications and scripts and results.
Because Anguilla is also conscious of the financial nature of this system, a development auditor has also been appointed. The auditor is expected to also carry out independent testing of the system as a precursor to acceptance.
Therefore, a great deal of effort has gone into specifying what is acceptable to both the Registry and to the Agents as a computer system. These expectations will be confirmed by conducting rigorous and extensive testing of the computer system before it is allowed to go live.
Anguilla is fully conscious of the fact that the operation of both the computer system and the Registry processes will also have an impact on the overall acceptability of the jurisdiction. Therefore, we have also realised the importance of ensuring that an external organisation is involved with ensuring the acceptability of the Registry processes. Companies House has been appointed to review and accredit the Companies Registry.
Of equal importance to the reliability and robustness of the system is its security. Security is not just a deterrent against unauthorized access, it also exists to ensure that agents using the system will be fully aware of the success of the service. Whilst the vast majority of transactions undertaken through the system will be the delivery of what is essentially public information, the very highest standards of security will be employed. VeriSign Digital IDs, which is widely recognized by the computer industry as being the leading method of authenticating and securing commerce on the Internet, will support a number of standard security measures including data encryption. The system, like Anguilla itself, will indeed be safe and secure.
Part of the system design has been to ensure, as far as it is possible, that the opportunities for unauthorised access are limited. The provision of a separate firewall server and associated software is a contribution to this objective. The system is also password protected with discrete user Ids which are designed to enable individuals to be identified within the Registry system.
Finally, there is the issue of support. Anguilla lacks the sophistication of the Cayman Islands and other offshore jurisdictions. It is, nevertheless, implementing a computer system which is unique in the offshore industry and which contains a high level of sophistication and complexity. To ensure the jurisdiction's continuing credibility, the Registry system must be available whenever an Agent wishes to use it.
Therefore, system support is being specified in the form of services. Three major services for the first year. These are Computer System Support, Help Desk and Disaster Recovery. Computer system support will consist of systems administration functions, technical support for the hardware, third party software and application software support, continuation training and general problem identification and resolution. Help Desk will provide the agents with access to the Registry for general queries or problems. It is hoped that we will be able to tie in with the supplier's world-wide support network for help desk services so that there is the ability for agents to record their queries with as local an organisation as possible without being dependent on time zones etc.
Disaster recovery has already been discussed.
It is felt that these arrangements provide the best mix of services to the agent users. By their very nature, the services can be extended or reduced depending upon need. They also ensure that the supplier is constantly involved in the support of the computer system thereby enhancing the sustainability of the operation. The offshore business is dynamic and subject to constant change and evolution. These arrangements also ensure that the supplier is responsive to the need for change. It will ensure that the computer system remains up to date and that it will always meet the needs of the primary users the offshore agents.
A lot of effort has also gone into ensuring that the system is user friendly. Jargon free screens, on-line 'help' facilities and the ability to call up extracts of legislation relevant to the activity being undertaken, will ensure that the private sector's demands for ease of operation are met and indeed exceeded. All services undertaken will be immediately acknowledged. For example, an incorporation will result in a copy of the Certificate of Incorporation being delivered instantaneously to the agent. Details of the cost of the service and the balance of the agents account will also be provided.
Anguilla has embarked on a very ambitious project, both technically and from a business perspective. It's introduction will revolutionise how offshore companies are incorporated and managed from a statutory perspective. It will provide a level of service which no other jurisdiction will be able to match.
Such an approach does have its challenges and pitfalls. The Government of Anguilla is mindful of these and has spent a considerable amount of time and effort in identifying them and resolving the issues. It has always been policy that the computer system will not go live until it is ready and that means it achieves its availability targets, is robust and resilient in operation, operates in accordance with the requirements that have been set for it and, most importantly, it enhances the credibility of the jurisdiction.
It is an exciting time for Anguilla and the offshore industry as a whole. Such innovation always implies risk. All areas of risk have been identified and, where possible, they have been mitigated. It is very encouraging to note that the industry does find the prospect of an online Registry system with the features we are implementing a very exciting prospect.
It has taken Anguilla a long time to reach its ultimate goal in providing such an advanced service. However, whilst the concept is simple, the execution does involve considerable complexity, both technically and in operation. The resolution of some of these issues has delayed implementation but has enabled the project to take advantage of rapid technological changes and to further improve the diversity and reliability of the system. We are very confident that the system will meet the users needs both now and well into the future.
By the turn of the century Anguilla will, without doubt, be a major player in the international arena. How appropriate then that the acronym for its state of the art registry computer system should be 'ACORN', because of course, the acorn will inevitably grow into a sturdy oak.
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