Please visit our website to get your password and download the update program:

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Camron Higgins
5 years ago
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1 C oncerning the BVI Business Companies (Amendment) Act, 2015 & 2016, we have been working closely with some major BVI Registered Agents in Hong Kong about the implementation of those new compliance requirements into our CSA Expert system. Taking their valuable opinions and advices, we have further enhanced the features for BVI companies, including the Register of Directors and the Excel file template for data submission to the BVI government. However, for subsequent changes of directors, such as appointment, resignation and changes of particulars, the BVI government has not announced any filing procedures. We will continue to do the follow-up jobs, and will notify you once there is any updates from the BVI government. DOWNLOAD AND UPDATE Please visit our website to get your password and download the update program: URL: Or visit choose CSA > Download Center > Expert (under Program Update) CONTENTS A. Register of Directors for BVI Companies... 2 B. Batch Company Filings (BVI FSC Template)... 3 Steps to Generate the FSC Template... 3 C. Compliance Alert... 4 D. Ultimate Beneficial Owner... 5 i) UBO in Group Structure Chart... 6 ii) UBO in Capacity Master File... 7 D. Revisions on Client's Report... 9 E. Acceptance of Appointment / Consent to Act F. Future Updates P & L Associates Page 1 of 10

2 MAJOR UPDATES A. Register of Directors for BVI Companies We have further optimized the format of Register of Directors (ROD) for BVI companies after taking several registered agents samples as reference. More samples will be taken into consideration upon request from other registered agents from time to time. CSA Expert presents directors particulars on ROD as follows: Individual Director Example of an individual director s particulars on ROD Particular Full Name Service and Residential Address Specification If the name is changed within 10 years, the former name is crossed out with the effective date in blankets. Service address is a required information. If the residential address is different from the service address, it is put into brackets after the service address. Corporate Director Examples of corporate directors particulars on ROD Particulars Registered / Principal office and Correspondence (Address) Specification Registered/principal office address ( RO ) is a required information. Correspondence address ( CA ) is also required for BVI s governmental use (sec.118). The rules are: P & L Associates Page 2 of 10

3 Particulars Specification (1) If RO and CA are the same, the address will be just filled in once. (2) If CA is different from RO, CA will be stated in brackets after the RO; (3) If the corporate director is itself a BVI company, there is no need to fill in CA (even if CA is different from RO). Instead, its BVI s company registration no. will be provided in brackets after the RO. Since some of the data are compulsory, we strongly recommend you to check if there is any missing particulars for BVI directors by calling our Compliance Alert function before generating ROD for filing. B. Batch Company Filing in Excel Format (BVI FSC Template) The new BVI s compliance requirements also provided that your registered agent should file on your behalf an up-to-date Register of Directors (ROD) in Excel format specified by the BVI s Financial Services Commission (BVI FSC) for their VIRRGIN system. Therefore, other than the legible ROD in paper or MS-Word format, you should also prepare the Excel file consisting the same particulars of directors to be submitted to the BVI government through your registered agent. We have implemented this Excel file template into CSA Expert in pursuance to the BVI FSC s specifications. You may submit the generated Excel file together with the ROD to your registered agents. For detailed information on the new compliance requirements, please visit the website of the BVI s Financial Services Commission at and refer to Procedural Guidance for Filing Particulars of Directors. How to Generate the Excel File for BVI FSC 1) On the CSA Main Menu, select { Reports > Batch Company Filings (BVI FSC Template) } 2) Select what you want from the following options: Item Client ID Registered Agent Director (Status) Possible options All Clients A particular Client selected from the drop-down list The selected Client All agents A present Registered Agent (BVI) in the Capacity Master File Present, Past and Pending (one of the statuses or their combination) P & L Associates Page 3 of 10

3) Click [ Print ] to generate the Excel file 4) When you are in MS-Excel and want to adjust the width of columns, highlight the entire spreadsheet, then select {

4 3) Click [ Print ] to generate the Excel file 4) When you are in MS-Excel and want to adjust the width of columns, highlight the entire spreadsheet, then select { Format > Autofit Column Width }. C. Compliance Alert The Compliance Alert function reminds you the missing critical data which include the followings: Nationality missing Date / Place of birth missing Date / Place of incorporation missing To run the function and a report on those missing data: 1) On the CSA Main Menu, select { Tools > Compliance Alert > Custom } 2) For the options of Jurisdiction, check the box BVI 3) Click [ Run ] to start checking the missing data P & L Associates Page 4 of 10

(Amendment) Regulations 2015 and the AML and Terrorist Financing (Amendment) Code of Practice 2015.

5 4) Once the results are displayed, click [ Print ] to output the report. D. Ultimate Beneficial Owner ( UBO ) BVI also updated its Anti-Money Laundering ( AML ) Legislation on 1 January 2016 basing on the AML (Amendment) Regulations 2015 and the AML and Terrorist Financing (Amendment) Code of Practice The Eligible Introducer ( EI ) regime is affected by the principal changes. EI maintains the due diligence on the beneficial owners, shareholders and directors of the companies and provides it to the BVI registered agent upon request. P & L Associates Page 5 of 10

6 EI must supply the BVI registered agent with the following information on each Ultimate Beneficial Owner ( UBO ) of each company: Full name Date of birth Residential address Nationality For detailed information about AML and EL, please consult your BVI registered agents. i) UBO in Group Structure Chart As long as you have entered the members and related companies without omission, CSA Expert can find the UBO of a Client through Group Structure Chart. For example, client Company A has a corporate member Company B. You have also entered the members of Company B. By simply building a Group Structure Chart in CSA Expert, you could found that the members of Company B are the UBOs of Company A. Steps to generate the Group Structure Chart 1) Select { Report > Group Structure Chart } or Chart on the Tools Bar 2) Under Options, select Members of Company 3) Select the style of chart. 4) Select Client ID 5) Click [ Print ] to generate the Group Structure Chart 6) Names and equity ratio of UBOs are stated at the bottom left corner of the chart P & L Associates Page 6 of 10

7 ii) UBO in Capacity Master File Normally, you need to enter all members of Company B in order to determine who the UBOs are. If you don t, CSA Expert, with insufficient data, will take Company B as one of the UBO which is the end node of this branch. Obviously this is not the complete and true picture. To cope with these cases, CSA Expert has incorporated Ultimate Beneficial Owner as a new type of Capacity. You can ask your Client to provide you with the names and their equity ratios, and enter them directly in the Capacity Master File of Company A. Simple it is. However the shortcomings are that you need to maintain subsequent changes of UBO manually, and you may never verify their correctness. P & L Associates Page 7 of 10

8 Showing the Capacity UBO in Group Structure Chart Now, you have the names of UBOs entered in Capacity Master File, you can include them in the Group Structure Chart by adding UBO (represented by the VDL function in Content. The names and equity ratios of the UBOs that you entered in Capacity Master File are showed in the box of Client (Company A in this example), thus the generated Group Structure Chart will look like this: P & L Associates Page 8 of 10

9 Report / Checklist for UBO in Capacity Master File CSA Expert handles UBO entered in the Capacity Master File like all other capacities. Reports, Checklists and the C-E-C function have already enhanced accordingly. D. Revisions on Client's Report We have amended the capacity sections in the following 5 reports for Clients and Capacity. If you have customized reports # that include those sections, please refer to our standard Client s Comprehensive Report to make necessary changes to them. File Name CLICOM-1 CLICOM-2 CLICOM-3 CLICAP-1 CLICAP-2 Description Client Comprehensive Report Client Current Status Report Client Summer Report Client Capacity, Comprehensive Report Client Capacity, Current Status Report File path: F:\PNL\CSAExp\SYSFMT\RPT (suppose your CSA is in Drive F) File extension: English ( *.RPE), Tradition Chinese (*.RPC), Simplified Chinese (*.RPS) # Version no. of Client s report is 4 or above (e.g. CLICOM-4). Version no. of Capacity s report is 3 or above (e.g. CLICAP-3) P & L Associates Page 9 of 10

10 E. Acceptance of Appointment / Consent to Act Because of the uniqueness of the recent changes in BVI s compliance requirements, we have introduce a separate format file of Consent to Act as Director for BVI companies. The Acceptance of Appointment for Hong Kong and other jurisdictions are also enhanced by adding the date of change of name of an individual officer (i.e. a natural person). If you have tailor-made # the Acceptance of Appoint or the Confirmation of Particulars, please contact us for assistance. # A tailor-made document is indicated with a yellow flag in the document list to print for each Job. F. Future Updates Well, the new BVI s legislation has already come into effective, but some technical things have not fully been resolved by the Authority. There are two major outstanding issues: 1) FSC Excel Template The technical specification of the BVI FSC s Excel template has not been released. We were told by major Registered Agent that some of the submitted data files need to make amendments, back and forth. 2) Changes of Directors (Appointment / Cessation / Changes of Particulars) Details of how and what to file on appointment, cessation and changes of particulars for the directors has not been fully announced. We know BVI and all related parties are trying to work hard on them. So, please BE PATIENT ~ End ~ P & L Associates Page 10 of 10

Or visit choose CSA > Download Center > Expert (under Program Update)

Or visit choose CSA > Download Center > Expert (under Program Update) When a company is registered at more than one jurisdictions, for example a BVI company is also registered in Hong Kong as a non-hong Kong company, the officers may need to report different sets of particulars