News
2017-10-16

Please be informed that effective from 27 November 2017, Sertus Incorporations Limited (Hong Kong Head Office) will be relocated to Room 1402, 14/F, Tung Wai Commercial Building, 109-111 Gloucester Road, Wan Chai, Hong Kong. Our telephone and fax numbers will remain unchanged.


2017-09-25

Our Taiwan office will be relocated and the address, telephone and fax numbers will be changed as follows with effect from 1st October 2017:-

 

Address:     Room 833, 5/F, No. 285, Sec. 4, Zhongxiao East Road, Da’an District, Taipei City 106, Taiwan

Tel:             (866) 2 2777 5825

Fax:            (866) 2 2777 5836

 

We look forward to continuing serving you at the new office.


2017-09-01

Following on our E-newsletter of 16 November 2016 for the subject “Seychelles Updates – Seychelles International Business Companies Act, 2016”, clients are reminded to provide a copy of the Register of Directors (“ROD”) for their existing Seychelles International Business Companies (“IBC”) to Sertus preferably by 16 October 2017, which allow us sufficient time for submission of the ROD for filing with the Registrar of Companies prior to the government deadline on 30 November 2017.

 

Should you have any questions regarding the filing requirements, please contact your Sertus Client Services Representative or contact us at info@sertus-inc.com.


2017-06-26

The BVI Beneficial Ownership Secure Search System Act, 2017 (the “Act”) has published in the BVI’s official Gazette recently and shall come into force on 30 June 2017. This Act is to establish a secure search system to facilitate the effective and efficient storage and retrieval of beneficial owner information for all corporate and legal entities using the system and to provide for matters incidental thereto.

 

According to the Act,

 

1.  The BVI Government shall establish a Beneficial Ownership Secure Search System (“SSS”) to enable each registered agent to establish an RA database; and the designated person to access each RA database (section 5(1) of the Act). “RA database” means an IT solution established and maintained by a registered agent, to hold the prescribed information for each relevant corporate and legal entity for which it acts as registered agent.

 

2.   A registered agent shall take reasonable steps to (i) identify the beneficial owners and registerable legal entities of each corporate and legal entity for which it acts as registered agent; and (ii) collect the prescribed information with respect of each corporate and legal entity for which it acts as registered agent (section 9(1) of the Act).

 

3.   Each registered agent shall enter into the RA database particulars of the prescribed information obtained by it under the Act with respect of each corporate and legal entity for which it acts as registered agent (section 10(2) of the Act).

 

4.   A corporate and legal entity shall identify any person who is a beneficial owner or a registerable legal entity of that corporate and legal entity, and notify the registered agent of those persons so identified as beneficial owners and registerable legal entities within 15 days of identifying such person or entity (section 9(2) of the Act).

 

5.   A “beneficial owner” means the natural person who ultimately owns or controls a corporate or legal entity and includes, though not restricted to:

  • in the case of a legal person other than a listed company, a natural person who ultimately owns or controls, whether directly or indirectly, 25% or more of the shares or voting rights, or who otherwise exercise control over the management of the legal person;
  • in case of a legal arrangement, (i) the partner(s) who control the partnership; (ii) the trustee or other person who controls the legal arrangement; or (iii) the settlor or other person by whom the legal arrangement is made.

6.   Penalty for failure to comply with the Act (section 9(6) of the Act):

 

Where a corporate or legal entity fails to comply with the Act without reasonable cause he or she commits an offence and is liable:

(a)    on summary conviction to a fine but not exceeding US$40,000 or to imprisonment for a term not exceeding 6 months, or both; or

(b)   on conviction on indictment, to a fine not exceeding US$250,000 or to imprisonment for a term not exceeding 5 years, or both.

 

Where a registered agent fails to comply with the Act without reasonable cause he or she commits an offence and is liable:

(a) on summary conviction to a fine but not exceeding US$20,000; or

(b) on conviction on indictment, to a fine not exceeding US$40,000.

 

7.   No person other than a designated person shall have access to the SSS to conduct a search of an RA data or access any data therein except the designated person. A designated person shall execute a search of the SSS if formally requested to do so by a senior officer of:

  • The Financial Investigation Agency;
  • The Financial Services Commission;
  • The International Tax Authority;
  • The Attorney General’s Chambers.

For detailed information, please refer to the BVI Beneficial Ownership Secure Search System Act, 2017 (No. 15 of 2017) and the BVI Beneficial Ownership Secure Search System (Amendment) Act, 2017 (No. 17 of 2017).

 

If you have any questions regarding the above, please contact your Sertus Client Services Representative or contact us at info@sertus-inc.com.

 


2017-06-21

The Cayman Islands Companies (Amendment) Law, 2017 (Law 2 of 2017) (the “Amendment Law”) and The Beneficial Ownership (Companies) Regulations, 2017 (the “BO Regulations”) (collectively “the Amendment Law and Regulations”) have been recently published in the Cayman Islands’ official Gazette. The Amendment Law and Regulations shall come into force on 1 July 2017. Under the new legislation, certain Cayman Islands entities require to maintain a beneficial ownership register that records details of the individuals who hold more than 25% of the shares or voting rights or the right to appoint or remove a majority of the board of directors.

 

The followings are the highlighted matters related to the Amendment Law and Regulations:

 

The Cayman Islands Companies (Amendment) Law, 2017 (Law 2 of 2017):

 

Duty of Companies to Identify Beneficial Owners and Definition of Beneficial Owners

A company shall take reasonable steps to identify any individual who is a beneficial owner of the company. An individual is a beneficial owner of a company if he or she meets one or more of the following conditions:

  1. hold, directly or indirectly, more than 25% of the shares; or
  2. hold, directly or indirectly, more than 25% of the voting rights; or
  3. hold the right, directly or indirectly, to appoint or remove a majority of the board of directors.

If no individual meets any of the above 3 conditions, then the individual (or the trustee of a trust) who has the absolute and unconditional legal right to exercise, or actually exercise, significant influence or control over the company (or the trust) is a beneficial owner.

 

Duty of Companies to Identify Relevant Legal Entities

A company shall take reasonable steps to identify all relevant legal entities that exist in relation to the company. A “relevant legal entity” in relation to a company, is a legal entity that:

  1. is incorporated, formed or registered in the Cayman Islands under the laws of Cayman Islands; and
  2. would be a beneficial owner of the company if it were an individual.

Duty of Companies to Give Notice to Registerable Persons

A company shall give notice in writing to beneficial owners and relevant legal entities identified (e.g. registered shareholder) and to any person that it knows or has reasonable cause to believe is a “registerable person”. The notice shall require the persons to whom it is address, within 1 month, to state whether or not they are registerable person; and if they are registerable persons, to confirm or correct any required particulars that are included in the notice.

 

A Registerable Person is:

  1. an individual whom the company identifies as a beneficial owner of the company pursuant to section 247 of the Amendment Law;
  2. a relevant legal entity identified by the company pursuant to section 248 of the Amendment Law that either it holds an interest in the company, or through which any beneficial owner or relevant legal entity indirectly owns as interest in the company.

Duty of Beneficial Owners and Relevant Legal Entities to Supply Information

A registerable person or the person knows the facts referred to the registerable person shall notify the company of the person’s status as a registerable person in relation to the company and provide the required particulars within 1 month upon the conditions of the registerable person are fulfilled. When there is any change of the particulars, the registerable person is required to notify the company within 1 month after the change.

 

Duty to Establish and Maintain Register of Beneficial Owners

A company shall keep its beneficial ownership register (“ROBO”) at the company’s registered office. The following types of companies shall engage a corporate services provider (“CSP”) to assist them to establish and maintain their ROBO:

  1. exempted companies;
  2. ordinary non-resident companies
  3. companies registered as special economic zone companies

The ROBO shall contain the following required particulars:

 

In relation to a registerable person who is an individual:

  • full name
  • residential address or address for service of notices
  • date of birth
  • details of identification document (e.g. passport or driver’s licence) including identification number; country of issue; and date of issue and of expiry
  • date of becoming and ceasing to be a registerable person

In relation to a person who is classified as an “approved person” or a “subsidiary of an approved person” under section 244(2) of the Amendment Law:

  • name
  • principal office
  • legal form of the person and its governing law
  • date of becoming and ceasing to be a registerable person

In relation to a person who is a relevant legal entity:

  • corporate or firm name
  • registered or principal office
  • legal form of the person and its governing law
  • if applicable, register of companies in which it is entered and its registration number
  • date of becoming and ceasing to be a registerable person

Duty of Companies to Keep ROBO Up-to-date

A company shall give notice to the registerable person, as soon as reasonably practicable after it learns of the change or first has reasonable cause to believe that the change has occurred, requesting confirmation of the change. Once the relevant change is confirmed, the company shall record the details of change and instruct the CSP or the Registrar to enter in the company’s ROBO.

 

Consequences of failure to disclose beneficial ownership

If a CSP or the Registrar is of the opinion that the company has failed to comply with the Amendment Law regarding their duty to keep and maintain an updated ROBO without reasonable excuse or has made a false statement in respect of a material particular, the CSP or the Registrar shall give notice of their opinion to the company requesting for the missing particulars required; and a justification or correction respecting an statement identified in the notice.

 

If the company fails, due to failure of a registerable person to comply with their obligations under the Amendment Law, to provide the missing particulars within 1 month of receipt of the notice, the company shall:

  1. issue a restrictions notice to the registerable person
  2. send a copy of the notice to the competent authority within 2 weeks of issuing it.

A person to whom a restrictions notice is issued may apply to the Grand Court to set aside any restriction imposed by the notice.

 

Restrictions Notice

The effect of a restrictions notice with respect to a relevant interest including but not limited to the following:

  • any transfer or agreement to transfer the interest is void;
  • no rights are exercisable in respect of the interest;
  • no shares may be issued in respect of the interest or in pursuance of an offer made to the interest-holder; and
  • except in a liquidation, no payment may be made of sums due from the company in respect of the interest, whether in respect of capital or otherwise.

Nevertheless, a company that issues a restrictions notice to a person shall by notice withdraw the restrictions notice if it is satisfied that there is a valid reason sufficient to justify the person’s failure to comply with the notice served; or the notice served is complied with; or the company discovers that the rights of a third party in respect of the relevant interest are being unfairly affected by the restrictions notice.

 

Access to Beneficial Ownership Information:

Duty of Competent Authority to Establish Search Platform

The competent authority shall establish a search platform by means of which access may be provided to information on all ROBO maintained on behalf of companies by CSP or the Registrar.

 

A CSP or the Registrar shall provide an information technology solution, either directly or through another CSP, to establish and maintain the company’s ROBO on its behalf; and to provide the information on the ROBO to the competent authority by way of the search platform. 

 

The competent authority shall execute a search of a company’s ROBO by means of the search platform if formally requested to do so by a senior official designated by the Minister; or by the Financial Crime Unit if a senior official of the Unit certifies that the request for the search is in response to a request from a jurisdiction that has entered into an agreement with the Cayman Government. No person shall use the search platform to search a company’s ROBO except the competent authority.

 

Non-Disclosure of Information Concerning Requests for Beneficial Ownership Information

Neither the competent authority nor any employee, servant or agent of the competent authority shall disclose any information relating to a request for beneficial ownership information to any person other than authorized personnel of the competent authority or the law enforcement agency that requested the search.

 

Information maintained by a CSP or the Registrar in respect of the beneficial ownership of a company is deemed to be confidential information under the Confidential Information Disclosure Law, 2016.    

 

Offences:

Failure of a company to establish or maintain ROBO:

A company that knowingly and willfully contravenes the Amendment Law or knowingly or willfully fails to issue a notice to beneficial owners and relevant legal entities commits an offence and is liable on summary conviction for each such contravention

  1. to a fine of CI$25,000; and
  2. if the offence is a continuing one, to a fine of CI$500 for each day up to maximum of CI$25,000.

Failure of comply with notices or failure to provide information

  • a person to whom a notice under section 249 or 255 of the Amendment Law is addressed (i.e. registerable person) commits an offence if the person knowingly and willfully fails to comply with the notice or makes a false statement; or
  • a person knowingly and willfully fails to comply with a duty under section 250 or 257 of the Amendment Law within the time required or makes a false statement;

a person guilty of offence is liable:

  1. on conviction on indictment, to imprisonment for a term of 2 years or a fine of CI$10,000, or to both;
  2. on summary conviction to imprisonment for a term of 12 months or a fine of CI$5,000, or to both.

No prosecution may be commenced against a company for an offence under section 274 of the Amendment Law (i.e. failure of a company to establish or maintain ROBO), unless the act or omission that constituted the offence took place at least one year after the coming in force of the Amendment Law.

 

The Beneficial Ownership (Companies) Regulations, 2017:

 

Duty of Company to provide additional matters to the CSP

A company shall provide to the CSP or the Registrar the additional matter noted in the ROBO within 1 month of becoming aware of the fact.

 

A company shall take reasonable step to identity all beneficial owners and any registerable person and where appropriate, the company shall note in its ROBO the words “no registerable person identified”, “confirmations pending” or “enquiries pending” if there is no registerable person or the process of identifying the registerable person has not yet confirmed by the company. 

 

Restrictions Notice

A company shall note in its ROBO the words “restrictions notice issued” and the date of notice to show it has issued such restrictions notice; or the words “restrictions notice withdrawn” or “restrictions ceased by court order” (where appropriate) and the date of withdrawn notice to show it has withdrawn the restrictions notice.

 

A restrictions notice shall include the following content:

  1. Date of issue
  2. The addressee’s relevant interest in the company by reference to the shares or right in questions
  3. Explain the effect of the notice
  4. State that, by virtue of the notice, certain acts of failures to act may constitute an offence; and
  5. State that an aggrieved person may apply to the court for an order directing that the relevant interest cease to be subject to restrictions.

If you have any questions regarding the above, please contact your Sertus Client Services Representative or contact us at info@sertus-inc.com.


2017-06-15

Sertus Incorporations (Shanghai) Limited

 

Effective from 23 June 2017, the address, telephone and fax numbers of our Shanghai office will be changed as below:

 

Address: 3/F, Zhong Yi Building, No. 270 East Beijing Road, Huangpu District, Shanghai, China

Tel: (86) 21 5185 2368

Fax: (86) 21 5185 2313

 

Sertus Incorporations (Seychelles) Limited

 

Effective from 27 June 2017, the address and telephone number of our Seychelles office will be changed as below:

 

Address: Sertus Chambers, Second Floor, The Quadrant, Manglier Street, P.O. Box 334 Victoria, Mahé, Republic of Seychelles

Tel: (248) 4438898

 


2017-04-06

The BVI Business Companies Act (Amendment of Schedule 1) (No. 2) Order, 2016 and The BVI Business Companies Act (Amendment of Schedules) Order, 2017 (collectively, the “Amendment Schedules”) have been published in the BVI’s official Gazette on 16 December, 2016 and 28 March, 2017 respectively, and the Amendment Schedules shall come into force on 1 January, 2018.

 

The followings are the key changes related to the Amendment Schedules:

 

1. Section 7(1) of Schedule 1 of the BVI Business Companies Act, 2004 relating to the incorporation fees of Business Companies have been changed and the revised fees are shown as below:

 

For the incorporation of:

(a)    a company that is authorised to issue no more than 50,000 shares : US$450

(b)    a company that is authorised to issue more than 50,000 shares : US$1,200

(c)    a company, the memorandum of which states that it is a private trust company (PTC) and is authorised to issue no more than 50,000 shares : US$1,350

(d)    a company, the memorandum of which states that it is a private trust company (PTC) and is authorised to issue more than 50,000 shares : US$2,650

 

2. Section 163 to 165 of Schedule 1 of the BVI Business Companies Act, 2004 relating to fees on registration, variation or ceasing of a charge have been changed and the revised fees are shown as below:

 

Registration of a Charge: US$200

Registration of variation of a Registered Charge: US$100

Registration of a notice that a Registered Charge has ceased to affect property of a company: US$100

 

3. Section 235 of Schedule 1 of the BVI Business Companies Act, 2004 relating to fee for obtaining of a certificate of good standing has been changed and the revised fee is shown as below:

 

Issue of a Certificate of Good Standing: US$50

 

4. Section 236 of Schedule 1 of the BVI Business Companies Act, 2004 relating to the annual fees of Business Companies have been changed and the revised fees are shown as below:

 

Annual fees payable on or before the due date for:

(a)    a company that is authorised to issue no more than 50,000 shares : US$450

(b)    a company that is authorised to issue more than 50.000 shares : US$1,200

(c)    a company, the memorandum of which states that it is a private trust company (PTC) and is authorised to issue no more than 50,000 shares : US$1,350

(d)    a company, the memorandum of which states that it is a private trust company (PTC) and is authorised to issue more than 50,000 shares : US$2,650

 

If you have any questions regarding the above, please contact your Sertus Client Services Representative or contact us at info@sertus-inc.com.

 


2017-01-13

Sertus offices will be closed during the Chinese New Year holidays as follows:

 

Hong Kong Office

27 January 2017 at 1pm to 31 January 2017; and

(We will resume business on 1 February 2017 at 9:00 a.m.)

 

3 February 2017 (Company outing)

(We will resume business on 6 February 2017 at 9:00 a.m.)

 

Shanghai Office

27 January 2017 to 2 February 2017

(We will resume business on 3 February 2017 at 9:00 a.m.)

 

Taiwan Office

27 January 2017 to 1 February 2017

(We will resume business on 2 February 2017 at 9:00 a.m.)

 

Thank you for your kind attention.

 

Sertus management and staff wish you a Happy and Prosperous Year of the Rooster!


2016-11-28

Effective from 8 December 2016, the address of Sertus Incorporations (Cayman) Limited will be changed to Sertus Chambers, Governors Square, Suite # 5-204, 23 Lime Tree Bay Avenue, P.O. Box 2547, Grand Cayman, KY1-1104, Cayman Islands. 


2016-11-16

The Minister of Finance, Trade and The Blue Economy had made a notice dated the 3rd day of October 2016 and published in the Seychelles’ Official Gazette announcing the commencement of the Seychelles International Business Companies Act, 2016 (“IBC Act”) which shall become into force on 1 December, 2016 (the “Commencement Date”).

 

The followings are the key changes related to the new IBC Act:

 

Filing of Register of Beneficial Owners

Every IBC shall keep its Register of Beneficial Owners at its Registered Office in Seychelles under the new IBC Act, except for the listed companies and their subsidiaries. This information is not available to be accessed by the public.

 

Filing of Register of Directors

An IBC is required to keep its Register of Directors at its Registered Office in Seychelles and file a copy of such register with the Registrar of Companies as well.

 

Under the IBC Act, the new IBCs which incorporate on or after the Commencement Date are required to file a copy of the Register of Directors with the Registrar of Companies within 30 days of the appointment of the First Directors. Any change shall be filed with the Registrar within 30 days of the change.

 

For the pre-existing companies incorporated prior to the Commencement Date, a copy of the Register of Directors shall be filed within 12 months of the Commencement Date, i.e. by 1 December 2017. The Seychelles Registrar will have all Register of Directors to be available for public inspection commence from 1 December 2018.

 

Appointment of First Director

The IBC Act provides that the company shall appoint its First Director within 9 months of its incorporation date.

 

Reserve Director

An IBC may appoint a Reserve Director in case its sole member is an individual and also the sole director of the company, then the sole director/member may nominate a Reserve Director to act in place of the director in the event of his death.

 

Filing of Register of Charges

An IBC shall keep its Register of Charges at its registered office in Seychelles, but it is optional to do filing with the Registrar.

 

Optional filings with the Registrar

Filing of the company’s Register of Members, Register of Beneficial Owners, Register of Charges and Annual Financial Statements with the Registrar of Companies is optional by the IBCs.  However, once such registers have been filed, updated copies must be filed when they are changed. The Registrar allows a company may revoke this election at any time.

 

Provisions relating to shares of IBCs

More comprehensive provisions have been introduced relating to the shares of IBCs, including (among others) detailed provisions relating to: (i) issue of shares (ii) no par value shares (iii) optional pre-emptive rights (iv) transfer of shares (v) distributions (vi) redemptions and purchase of own shares, and (vii) forfeiture of shares. 

 

Prohibition for issuing of Bearer Shares

An IBC is prohibited from issuing any bearer shares.

 

Object Clause in the Memorandum of Association

Under the new IBC Act, a list of specific objects may not be required to state in the Memorandum. Instead, a statement confirming that the company may engage in any activity that is not prohibited under any Seychelles law can replace it.

 

List of Prohibited Activities

The list of prohibited activities that an IBC cannot undertake has been extended to carrying on business related to securities (as defined under the Securities Act), mutual fund (as defined under the Mutual Fund and Hedge Fund Act) and gambling (as defined under the Seychelles Gambling Act) unless such activities are licensed or otherwise legally able to do so under the law of each country in which the IBC carries on such business.

 

Administration of Corporate Records

An IBC shall keep its corporate records which include Accounting Records (as defined in the IBC Act) and Minutes and Resolutions of Members and Directors at such place inside or outside of Seychelles as the directors shall determine. Where such corporate records are not kept at the Registered Office, the Registered Agent must be notified of their location. Any change of location should be notified to the Registered Agent within 14 days.

 

In addition, an IBC must keep at the Registered Office in Seychelles the following records:

 

a)  Register of Members

b)  Register of Directors

c)  Register of Beneficial Owners

d)  Register of Charges

e)  Annual Returns

 

Penalty for failure to comply the IBC Act

Under the IBC Act, a new policy for penalty will be imposed and the following is a summary for the relevant charges.

  • Fine under the general offence provision for making false statement to the Registrar - US$50,000
  • Fine for failure to keep accurate Register of Members and Register of Directors - US$500 as fixed fine plus US$50 per day thereafter; a director may also be liable for the same penalty fee
  • Fine for failure to keep accurate Register of Beneficial Owners - US$500 as fixed fine plus US$50 per day thereafter; a director may also be liable for the same penalty fee
  • Fine for the company breaks its obligation to identify and disclose beneficial ownership information - US$50,000
  • Fine for not keeping Register of Charges at the Registered Office - US$100 as fixed fine plus US$25 per day thereafter; a director may also be liable for the same penalty fee
  • Fine for not keeping minutes and resolutions of its members and directors or failure to notify the registered agent of their location - US$25 per day of contravention; a director may also be liable for the same penalty fee
  • Fine for not keeping reliable accounting records - US$100 as fixed fine plus US$25 per day thereafter
  • Fine for failure to furnish annual return - US$500
  • Fine for making false or misleading annual return - US$5,000

 

A new provision has been included in Section 354 of the IBC Act to require the Registrar, before imposing any penalty fees, to give the person concerned an opportunity of being heard.

              

We will be contacting our clients soon regarding arrangements for prompt filing by all Seychelles IBCs.  Meanwhile, if you have any questions regarding the above, please contact your Sertus Client Services Representative or contact us at info@sertus-inc.com.


2016-09-29

The BVI Business Companies (Amendment of Schedule 1) Order, 2016 (“Amendment Act”) was published in the BVI’s official Gazette on 27 September 2016. Under the Amendment Act, the Financial Services Commission has granted an extension to the government fee neutral period for filing of Registers of Directors from 30 September 2016 to 31 December 2016.

 

Should you have any questions about this newsletter, please contact your Sertus Client Services Representative or contact us at info@sertus-inc.com


2016-02-03

Further to our newsletter dated 11 November 2015 on “BVI Upgrades AML Compliance Requirements”, the BVI has updated its Anti-Money Laundering regime on 1 January 2016 - the BVI Anti-Money Laundering (Amendment) Regulations, 2015 (“Amended AML Regulations”) and the BVI Anti-Money Laundering and Terrorist Financing (Amendment) Code of Practice, 2015 (collectively “the Amended AML Legislation”) have been recently published in the BVI’s official Gazette.

 

The followings are the key changes related to the Amended AML Legislation:

 

Information of beneficial ownership

 

From 1 January 2016, BVI registered agents will need to hold the following information in the BVI for all beneficial owners of newly incorporated BVI companies:

 

  • Names
  • Dates of birth
  • Residential address
  • Nationality

 

For existing BVI companies, there will be a 12-month transitional period and the above information must be provided to the BVI registered agents by 31 December 2016.

 

Definition of beneficial owner

 

Regulation 2 of the Anti-money Laundering Regulations, 2008 (“AMLR”) has been amended to include a new definition of “beneficial owner”. In summary, a “beneficial owner” means the natural person who ultimately owns or controls an applicant for business or a customer or on whose behalf a transaction or activity is being conducted and includes, though not restricted to:

 

  • in the case of a legal person other than a listed company, a natural person who ultimately owns or controls, whether directly or indirectly, 10% or more of the shares or voting rights, or who otherwise exercise control over the management of the legal person;
  • in case of partnership, the partner(s) who control the partnership;
  • in case of trust, the trustee or other person who controls the applicant for business or a customer; or the settlor.

 

Eligible Introducer Regime

 

Subject to Regulation 7 of the AMLR, a BVI registered agent may rely on the introduction of an application of business by a qualified third party (i.e. eligible introducer or “EI”), and such EI shall maintain all required due diligence information on beneficial owners, shareholders, directors and officers of the BVI companies and provide it to the BVI registered agent upon request.

 

Under the Amended AML Legislation, it is now required for all EIs to enter into a new comprehensive business relationship agreement with the BVI registered agents to contain the new terms of arrangement for introduction and acceptance of applications for business in order to comply with the new requirements and conditions stipulated in the Amended AML Legislation, which include but not limited to registered agent’s obligation to test business relationship; and provision of due diligence documents by EI to the registered agent within the prescribed time frame.

 

Furthermore, under the Amended AML Regulation, a registered agent shall not rely on an introduction by an EI in circumstances where the EI is relying on another EI to conduct and maintain customer due diligence information, i.e. a multi-level or tiered introduction by EI is not acceptable now.

 

Should you have any questions about this newsletter, please contact your Sertus Client Services Representative or contact us at info@sertus-inc.com.

 


2016-02-02

The BVI Business Companies (Amendment) Act, 2016 (“Amendment Act”) has been published in the BVI’s official Gazette on 29 January, 2016 and the Amendment Act shall be deemed to have come into force on 15 January, 2016.

 

The followings are the key changes related to the Amendment Act.

 

Filing Register of Directors

 

Section 118 of the BVI Business Companies Act, 2004 relating to the particulars of directors to be contained in the Register of Directors has been changed and a revised list is shown as below:

 

  • In the case of an individual:-
    • Full name;
    • Former name(s) and/or Maiden name(s) used in the past 10 years (if any);
    • Date of appointment as director or nomination as reserve director;
    • Date of cessation as director or reserve director.
    • Address for the service of documents;
    • Usual residential address (if different from the address for service of documents);
    • Date and place of birth; and
    • Nationality.

 

  • In the case of a corporate director:-
    • Corporate name;
    • Corporate or registration number (if any);
    • Registered office or principal office;
    • Address (if not a BVI company);
    • Date of appointment as corporate director;
    • Date of cessation as corporate director; and
    • Place and date of incorporation or registration.

 

In respect of the filing timeline, under the Amendment Act,

 

  • For New Companies incorporated on or after 1 April 2016:-
    • A copy of the Register of Directors is now required to be filed within 21 days from the date of appointment of the first directors.
    • A copy of the updated/changed Register of Directors is now required to be filed within 30 days from the date of occurrence of such change.

 

  • For Existing Companies:-
    • A copy of the updated/changed Register of Directors is now required to be filed within 30 days from the date of occurrence of such change (providing the register has already been filed).
    • Requirement for filing an initial copy of Register of Directors with the Registrar by 31 March 2017 remains unchanged.

 

Penalty for failure to file the copy of Register of Directors within filing timeline

 

Under the Amendment Act, late filing penalty will be imposed, and the following is a summary for the relevant changes.

 

  • For new companies incorporated on or after 1 Apr 2016, US$100 penalty shall be payable for failure to file an initial copy of a Register of Directors within the specified period;

 

  • For existing companies that fail to file an initial copy of its Register of Directors with the Registrar on or before the below specified periods, the following penalties shall apply:

 

(i) for the first month or part thereof after 31 Mar 2017 (i.e. 1 Apr 2017 – 30 Apr 2017) : US$300

 

(ii) for the next 3 months or part thereof after the period specified in (i) above (i.e. 1 May 2017 – 31 Jul 2017) : US$500

 

(iii) for the next 3 months or part thereof after the period specified in (ii) above (i.e. 1 Aug 2017 – 30 Oct 2017) : US$750

 

(iv) any period thereafter (i.e. from 1 Nov 2017 onwards) : US$1,000

 

  • For new companies incorporated on or after 1 Apr 2016, or for those existing companies which have filed the initial copy of Register of Directors with the Registrar, US$100 penalty shall be payable for failure to file changes in particulars in a Register of Directors within the specified period.

 

We will be contacting our clients soon regarding arrangements for prompt filing by all BVI Business Companies.  Meanwhile, if you have any questions regarding the above, please contact your Sertus Client Services Representative or contact us at info@sertus-inc.com.

 

 


2016-01-25

The BVI Business Companies (Amendment) Act, 2015 (“Amendment Act”) has been published in the BVI’s official Gazette and was enacted in the House of Assembly.  All sections of the Amendment Act have come into force on 15 January, 2016, except Section 118, which includes provisions on the Registration of Register of Directors and particulars of directors to be registered, will come into force on 1 April, 2016.

 

The followings are the key changes related to the Amendment Act.

 

Filing Register of Directors

 

A key provision introduced by the Amendment Act is the requirement to file a Register of Directors with the Registry of Corporate Affairs (“Registry”).  With effect from 1 April 2016, all BVI business companies, including both new and existing ones, will be required to file a copy of the Register of Directors with the Registry. 

 

  • For Companies incorporated on or after 1 April 2016:-
    • A copy of the Register of Directors is required to be filed within 14 days from the date of appointment of the first directors. There will be a government filing fee and late filing penalty will be imposed if failing to do so within the filing timeline.
    • A copy of the updated/changed Register of Directors is required to be filed within 21 days from the date of occurrence of such change. There will be a government filing fee and late filing penalty will be imposed if failing to do so within the filing timeline.

 

  • For Existing Companies:-
    • A copy of the Register of Directors is required to be filed. There will be a transitional period from 1 April 2016 to 31 March 2017 (“Transitional Period”) for existing companies to comply with such filing requirement.
    • No government filing fee will be attracted for filings submitted during the first half of the Transitional Period (i.e. from 1 April 2016 to 30 September 2016). 
    • Filings submitted during the second half of the Transitional Period (i.e. from 1 October 2016 to 31 March 2017), there will a government filing fee.
    • For filings submitted after the Transitional Period (i.e. on or after 1 April 2017), there will be a government filing fee and late filing penalty.
    • A copy of the updated/changed Register of Directors is required to be filed within 21 days from the date of occurrence of such change.  There will be a government filing fee and late filing penalty will be imposed if failing to do so within the filing timeline.

 

New requirement on information to be contained in the Register of Directors has also been changed.  Under the Amendment Act, a company’s register of directors shall contain the following particulars:-

 

  • In the case of an individual:-
    • Full name;
    • Former name(s) and/or Maiden name(s) used in the past 10 years (if any);
    • Date of appointment as director or nomination as reserve director;
    • Date of cessation as director or reserve director.
    • Address for the service of documents;
    • Usual residential address (if different from the address for service of documents);
    • Date of birth;
    • Nationality (if more than one nationality, all nationalities must be listed); and
    • Occupation.

 

  • In the case of a corporate director:-
    • Corporate name;
    • Corporate or registration number (if any);
    • Registered office or principal office;
    • Address (if not a BVI company);
    • Place and date of incorporation or registration;
    • Date of appointment as director; and
    • Date of cessation as director.

 

Records to be Maintained by the Company

 

  • Minutes, Resolutions and Place of Record-keeping:-

The requirements for a BVI business company to maintain director and member minutes and resolutions at its registered agent’s office or at other place as determined by the director, as well as to provide its registered agent with a written record of the physical address of the place of keeping such records, remain unchanged.  However, the fine for non-compliance of the aforesaid requirements under the Amendment Act has been increased from US$10,000 to US$50,000.

 

  • Records and underlying documentation:-

The Amendment Act has provided that a BVI business company shall keep the records and underlying documentation at its registered agent’s office or at other place as determined by the director for a period of at least 5 years from the date:-

 

(i)  of completion of the transaction to which the records and underlying documentation relate; or

 

(ii)  the company terminates the business relationship to which the records and underlying documentation relate.

 

The records and underlying documentation shall be in such form sufficient to show and explain the company’s transactions, and, will, at any time, enable the financial position of the company to be determined with reasonable accuracy.

 

A business company shall provide its registered agent with a written record of (a) the physical address of the place where the records and underlying documentation are kept, and (b) the name of the person who maintains and controls such records and underlying documentation.  If the place or the person changes, the company shall inform the registered agent within 14 days of the change.  A fine of US$50,000 will be imposed for breach of such requirements.

 

Register of Charges

 

It is already a requirement that a business company must keep a register of all relevant charges created by the company and a copy of the Register of Charges shall be kept at the registered office or the registered agent’s office.  The Amendment Act now requires that if there is any change or amendment on the existing charge, the company shall, within 14 days from the occurrence of the change or amendment, inform and provide details of the change/amendment to the registered agent.

 

We will be contacting our clients soon regarding arrangements for prompt filing by all business companies.  Meanwhile, if you have any questions regarding the above, please contact your Sertus Client Services Representative or contact us at info@sertus-inc.com.


2015-11-11

To comply with the evolving international standards of transparency, as promoted by international agencies such as the Financial Action Task Force (FATF) and the Organisation for Economic Co-operation and Development (OECD), not to mention objectives being promoted by the UK Government, the BVI Government has recently communicated future changes to its Anti-Money Laundering and Terrorist Financing legislation.

 

On 27 October 2015, the BVI Financial Services Commission (FSC) issued its Anti-Money Laundering and Terrorist Financing (Amendment) Code of Practice 2015, which will come into force on the date that the relevant legislation comes into force.  From statements made by the BVI Premier’s Office, we expect this date to be 1 January 2016.

 

In essence the new Anti-Money Laundering (AML) compliance requirements will include the following:

 

  • From 1 January 2016, BVI registered agents will need to hold the following information in the BVI for all ultimate beneficial owners (UBO) of newly incorporated BVI companies:
    • Names
    • Dates of birth
    • Residential addresses
    • Nationalities
  • There will be a 12-month grace period to allow BVI registered agents to become compliant with this requirement for all existing companies
  • During 2016 and 2017, if the FSC requests the above UBO information, BVI registered agents will need to provide it within 48 hours, but not exceeding 72 hours
  • From 1 January 2018, if the FSC requests the above UBO information, BVI registered agents will need to provide it within 24 hours
  • Failure to comply with the AML compliance requirements will attract the imposition of an administrative penalty

 

Please contact your Sertus relationship manager to discuss how these requirements will affect your interests.


2015-09-11

The Cayman Islands Ministry of Financial Services issued a media release on 27 August 2015 advised that The Companies (Amendment) Law 2015 will commence on 2 November 2015 and the Registrar of Companies will adopt a policy for waiving penalties for late filing of changes to director and officers of companies during the waiver period from 1 September 2015 to 30 October 2015. However, the Registrar of Companies emphasized that the amendment law will be strictly enforced upon effective after the waiver period. A full content of the said media release is stated below. 

 

“Companies Have Brief Waiver Period to Submit Director and Officer Details

 

The Ministry of Financial Services advises that The Companies (Amendment) law 2015 will commence on Monday, 2 November 2015.

 

This amendment law, which was passed in the Legislative Assembly on 12 August, requires companies to notify the Cayman Islands Registrar of Companies of changes in the information contained in the register of directors and officers, within 60 days of the change. It also establishes a CI$500 maximum penalty per company for a breach of that obligation, and an aggregate penalty of CI$2,500 where the same breach occurs in respect of five or more companies.

 

In preparation for the transition to the amendment law, the Registrar of Companies will not impose penalty fees for the late filing of changes to directors and officers of companies. This waiver period will commence on Tuesday, 1 September 2015, and end at 5pm on Friday, 30 October 2015.

 

The Registrar of Companies will not impose any penalty fees for the late filing of changes to directors and officers of companies that are filed with the Register of Companies during the waiver period, regardless of when the changes being submitted were made, and how many late changes are submitted. In addition, penalty notices that have been issued prior to the start of the waiver period, but have not been paid, will be cancelled.

 

It should, however, be noted that after the waiver period, the amendment law will be strictly enforced by the Registrar of Companies. Penalty fees shall be imposed in accordance with the amendment law, including against companies where changes in directors and officers occurred during the waiver period but are filed in a late fashion with the Registrar of Companies post the waiver period.”

 

Should you have any questions about this newsletter, please contact your Sertus Client Services Representative or contact us at info@sertus-inc.com.


2014-12-16

The British Virgin Islands Financial Services Commission (FSC) advised that with effect from 8 December 2014, Certificates of Good Standing produced by the Registry of Corporate Affairs (Registrar) will be delivered electronically.  This new process applies to requests for Certificates of Good Standing for both BVI Business Companies and BVI Limited Partnerships.

 

For the transitional period from 8 December 2014 to 31 January 2015, when a request is made for a Certificate of Good Standing, the Registrar will issue an electronic certificate and a traditional hard copy of the certificate at no extra charge. However, starting from 1 February 2015, Certificates of Good Standing will be delivered electronically as the default.  Requests for traditional hard copy certificates will be issued by paying an additional certificate fee.

 

The FSC is pleased to announce the electronic delivery of Certificates of Good Standing as part of its continuing efforts to improve service efficiency for persons doing business with the jurisdiction. 

 

For verification of the authenticity of the e-certificates issued by the BVI Government, please refer to Sertus newsletter dated 21 July 2014.

 

Should you have any questions about this new policy, please contact your Sertus Client Services Representative or contact us at info@sertus-inc.com.


2014-10-10

Effective 1 January 2015, certificates of good standing will not be issued by the Cayman Islands Registrar of Companies unless all relevant fees and penalties due at the date of request have been paid and annual returns filed. The following is an excerpt of the Companies Law (2013 Revision).

 

Certificate of good standing

S.200A. 

(1) The Registrar may on application made by a company issue a certificate of good standing to a company that is in good standing in accordance with subsection (2).

(2) A certificate of good standing is evidence of the fact that the company is in good standing on the date that the certificate of good standing is issued.

(3) A company shall be deemed to be in good standing if all fees and penalties under this Law have been paid and the Registrar has no knowledge that the company is in default under this Law.

 

Should you have any questions about this notice, please contact your Sertus Client Services Representative or contact us at info@sertus-inc.com.


2014-08-01

The Samoa International Companies Amendment Act 2014 (the “Amendment Act””), which amends the Samoa International Companies Act 1988, has been passed by the Legislative Assembly of Samoa and has commenced operation, becoming effective on 7th April 2014.

 

Under the Amendment Act, an International Company is not authorized to issue bearer shares and share warrants, however, a 12-month transitional provision is granted for any bearer shares or share warrants that have been issued by an International Company to bearer prior to 27 January 2014 from the commencement of Amended Act (i.e. a transitional period from 7 April 2014 to 6 April 2015).

 

Further, it now a statutory requirement that an International Company must keep accounting records to show its financial position. The following are the extracts of the Amendment Act provisions relating to the International Company.

 

Section 39 - Bearer shares and share warrants

A memorandum of a grandfather bearer share company is deemed to be amended with effect from 27 January 2014 to state that the company is not authorised to issue bearer shares or share warrants to bearer, convert registered shares; and with effect from that date, the company shall cease to be a bearer share company.

 

Section 39A - Transitional provision

Any bearer shares or share warrants that have been issued by an international company to bearer prior to 27 January 2014 shall continue for a period of 12 months from the commencement of the International Companies Amendment Act 2014 and thereafter shall cease to be bearer share or share warrants.

 

Section 113(1) – Keeping accounting record

An international company must keep accounting records to disclose:

(a)  the current financial position of the company; and

(b)  enable the directors to check that any accounts prepared by the company under this Part comply with the requirements of

      this Act; and

(c)  allow for the preparation of financial statements; and

(d)  details of the following –

  (i)   all sums of money received and expended and the matters in respect of which the receipt and expenditure takes place;

  (ii)  all sales and purchases and other transactions; and

  (iii) the assets and liabilities of the relevant entity or arrangements.

 

Sections 35 to 38 of the International Companies Act 1988 are repealed.

 

Should you have any questions about the above, please contact your Sertus Client Services Representative or contact us at info@sertus-inc.com.


2014-07-21

Starting on 1st July 2014, certificates issued by the British Virgin Islands Registry of Corporate Affairs bear an additional security feature, i.e. a QR Code and a Certificate ID number.

 

For verification of the authenticity of the e-certificates issued by the BVI Government, clients may access the British Virgin Islands Financial Services Commission website at http://www.bvifsc.vg and select “Certification Verification” from the Quick Links menu and type in the unique “Certificate ID” listed at the upper right hand corner of the document; or clients may scan the QR code at the upper right hand corner of the document by using any standard QR code reader.

 

The BVI Financial Services Commission is pleased to announce this additional security feature which allows certificate holders to confirm the authenticity of the information on their certificates. 

 

Should you have any questions about this new policy, please contact your Sertus Client Services Representative or contact us at info@sertus-inc.com.


2014-06-24

Starting on 2nd June 2014, the Cayman Islands General Registry began delivering electronic copies for certificates ordered on the Cayman Online Registry Information Service (“CORIS”) system.  Now that, the online services for issuing e-certificates has been activated for Sertus Cayman, the Registry will no longer issue paper certificates to us for the certificates which are available online.

 

For verification of the authenticity of the e-certificates issued by the Cayman Government, clients may access the Government website at www.verify.gov.ky and type in the “Authentication Code” listed at the bottom of the document, together with the “Entity File Number”.

 

The Registry is happy to be able to offer this enhanced service, which is a more efficient way to conduct business with the Registry.

 

Should you have any questions about this new policy, please contact your Sertus Client Services Representative or contact us at info@sertus-inc.com.


2014-04-02

We are pleased to announce that on 25 March 2014, the Seychelles Financial Services Authority (SFSA) awarded an International Corporate Services Licence to Sertus Incorporations (Seychelles) Limited.
 
In doing so, SFSA entrusts the Sertus management and staff to provide Seychelles incorporation products and services to their clients in a professional and responsible manner.
 
We look forward to helping clients understand the benefits of Seychelles as an offshore financial centre and to serving their needs.

 


2014-03-13

Sertus Incorporations is delighted to announce the opening of its Taiwan office.  An experienced team of incorporation specialists is ready to serve Taiwanese clients, providing focused client attention that Sertus is increasingly becoming known for. Situated in the neighbourhood of Taipei Main Station, the office is equipped to cater for a wide array of client requirements.

 


2014-02-24

The new Hong Kong Companies Ordinance (the “new Companies Ordinance”), Chapter 622 of the Laws of Hong Kong, has been passed by the Legislative Council and will commence operation and be implemented on 3rd March 2014.

 

There are four major objectives for the implementation of the new Companies Ordinance:

 

  • Enhancing Corporate Governance
  • Ensuring Better Regulation
  • Facilitating Business
  • Modernising the Law

 

All the core provisions affecting the operation of companies in the existing Companies Ordinance (“Cap. 32”) will be repealed by the provisions of the new Companies Ordinance except those provisions relating to prospectuses, winding-up, insolvency of companies and disqualification of directors, receivers and managers.

 

Highlights of major changes in the new Companies Ordinance are as follows:-

 

1.      Types of Companies

 

Under the new Companies Ordinance there are five company types:

 

  • Private company limited by shares
  • Public company limited by shares
  • Company limited by guarantee (without a share capital)
  • Private unlimited company with a share capital
  • Public unlimited company with a share capital

 

2.      Abolition of Memorandum

 

  • Memorandum of Association is abolished for all local companies.
  • Articles of Association is the constitutional document of a company.
  • For companies registered under Cap. 32 (“existing companies”), current provisions in their Memorandum of Association will be regarded as provisions of their Articles of Association.
  • Table A in the First Schedule to Cap. 32, in so far as not modified by the provisions of the new Companies Ordinance, will continue to apply to existing companies which adopt Table A as their Articles of Association.

 

3.      Common Seal

 

  • The keeping and use of a common seal becomes optional.

 

4.      Mandatory Regime of No-par

 

  • A company’s shares will have no nominal value.
  • The new regime applies to all local companies with a share capital.
  • The new Companies Ordinance contains transitional and deeming provisions relating to the move from par value shares to no-par value shares to facilitate a smooth transition.
  • All shares issued before the commencement date of the new Companies Ordinance are deemed to have no par value. Conversion process is not required.
  • Amounts standing to the credit of a company’s share premium account and capital redemption reserve account become part of the company’s share capital.
  • Individual companies may review their particular situations to determine if specific changes to their constitutional documents, contracts entered into by the companies etc. are required, having regard to their particular circumstances.

 

5.      Restricting Corporate Directorship

 

  • Every private company must have at least one director who is a natural person.
  • A grace period of 6 months after the commencement date of the new Companies Ordinance is provided for existing companies to comply with the new requirement.

 

6.      Long Term Service Contract

 

  • Members’ approval is required for any director’s employment contract that exceeds 3 years.

 

7.      Annual Returns

 

  • For a private company, there is no change in filing requirements. An annual return should be filed within 42 days after the return date, i.e. the anniversary date of the company’s incorporation. Late submission of annual returns is subject to a higher registration fee.

 

8.      Accounts and Reports

 

  • Small and medium enterprises (SMEs) may prepare simplified financial statements and directors’ reports.
  • A private company is qualified for simplified reporting if it satisfies any two of the following conditions:

(i)            Total annual revenue does not exceed HK$100 million;

(ii)          Total assets does not exceed HK$100 million; and

(iii)        Average number of employees during the financial year does not exceed 100.

 

9.      Company Deregistration

 

  • Deregistration procedures are extended to companies limited by guarantee
  • Additional conditions for deregistration of defunct companies are imposed where:

(i)            the company is not a party to any legal proceedings;

(ii)          the company’s assets do not consist of any immovable property situate in Hong Kong;

(iii)        if the company is a holding company, none of its subsidiary’s assets consist of any immovable property situate in Hong Kong; and

(iv)        the company is not a company specified in section 749 of the new Companies Ordinance (e.g bank, insurance company, securities firm or trust company)

 

10.     General Meetings

 

  • Companies may dispense with the holding of Annual General Meetings (“AGMs”) by unanimous shareholders’ consent.
  • AGMs should be held with reference to the accounting reference period. (Accounting reference period is the period by reference to which the company’s annual financial statements are to be prepared.)
  • A general meeting can be held at more than one location by using any technology.

 

11.     Charges

 

  • A certified copy of the instrument creating or evidencing a charge or a certified copy of any instrument evidencing satisfaction or release of a charge is required to be delivered with the relevant specified form to the Registrar for registration.
  • The time for registration of a charge is shortened from 5 weeks to one month.
  • Pursuant to section 334(3)(b) of the new Companies Ordinance, a charge on deposits is not regarded as a charge on book debts.
  • The instrument and the specified form will both be filed with the government and made available for public inspection.
  • Certified copies of instruments will not be returned to presentors after registration.

 

Note:  A copy of an instrument is a certified copy if it is certified as a true copy by a director or company secretary or a person authorised by the company or by any other person interested in the charge.

 

12.     Specified Forms

                                                

  • Existing forms of the Companies Registry will be replaced by new specified forms.
  • The delivery periods of 14 days under the provisions of the existing Companies Ordinance (Cap.32) are changed to 15 days across-the-board under the new Companies Ordinance.
  • The majority of existing forms will be accepted for registration during the transitional period of three months from the commencement date of the new Companies Ordinance (i.e. until 3rd June 2014) but some forms have a shorter or no transitional period, including Form NC1 (Incorporation Form), Form DR1 (Application for Deregistration), Form M1 (Mortgage or charge details), Form M2 (Memorandum of satisfaction or release of property from charge).

                                                              

Should you have any questions about the above, please contact your Sertus Client Services Representative or contact us at info@sertus-inc.com.


2013-11-26

With immediate effect, the Cayman Islands General Registry is no longer issuing an original Certificate of Incorporation, nor a manually stamped Memorandum and Articles of Association for new incorporations. Instead, the Registrar of Companies has launched an online filing system for company incorporations and is issuing electronic copies of the Incorporation Documents via the Cayman Online Registry Information Service (“CORIS”) system.  These documents include the Certificate of Incorporation, Memorandum of Association and Articles of Association.

 

For verification of the authenticity of the Certificate of Incorporation issued by the Cayman Government, clients may access the Government website at www.verify.gov.ky and type in the “Authentication Code” listed at the bottom of the document, together with the “Entity File Number”.

 

Should you have any questions about this new policy, please contact your Sertus Client Services Representative or contact us at info@sertus-inc.com.


2013-10-24

We are pleased to announce that on 22 October 2013, the British Virgin Islands Financial Services Commission (BVI FSC) awarded a Class III Trust Licence to Sertus Incorporations (BVI) Limited.

 

In doing so, the BVI FSC entrusts the Sertus management and staff to provide the BVI incorporation products and services to their clients in a professional and responsible manner.

 

We look forward to helping clients understand the benefits of BVI as an international financial centre and to serving their needs.

 


2013-10-17

We are pleased to announce that on 7 October 2013, the Cayman Islands Monetary Authority (CIMA) awarded a Companies Management Licence to Sertus Incorporations (Cayman) Limited.
 
In doing so, CIMA entrusts the Sertus management and staff to provide Cayman incorporation products and services to their clients in a professional and responsible manner.
 
We look forward to helping clients understand the benefits of Cayman Islands as an international financial centre and to serving their needs.

 


2013-06-20
We are pleased to announce that on 20 June 2013, the Samoa International Finance Authority (SIFA) awarded a Trustee License to SERTUS INCORPORATIONS (SAMOA) LIMITED.
 
In doing so, SIFA entrusts the Sertus management and staff to provide Samoan incorporation products and services to their clients in a professional and responsible manner.
 
We look forward to helping clients understand the benefits of Samoa as an offshore financial centre and to serving their needs.
 

2013-05-23

Sertus Incorporations is delighted to provide support to Hong Kong Scottish, an ambitious and progressive force in Hong Kong rugby.  After just two seasons in the Premiership Division, the Club’s 1st XV came fourth in the 2012/13 league competition, picking up Club and Coach of the Year awards at the HKRFU annual dinner.

 

The Club runs a further two sides: Hong Kong Scottish Nomads and Hong Kong Scottish Bravehearts, the latter winning its league in 2012/13.


Sertus looks forward to helping the Club grow and prosper for many years to come.

 

 Hong Kong Scottish Rugby Club


2013-02-16

Matthew Valencia has put together 10 articles reviewing Offshore Finance, although the title is misleading.  The geography of company formation is his focus, rather than anything linked to the world of equity and debt.  In particular, he analyses the different uses and sources of incorporated vehicles.  Terminology varies depending upon the user’s standpoint.  Tax havens is preferred by those with an axe to grind, namely governments running budget deficits and their tax authorities.  Offshore financial centres is the description preferred by those who see the centres as financial lubricants between the interfaces of larger economies.  Law firms from the British dependencies consider International Financial Centres as a more acceptable narrative.  Such title variety reflects the range of uses, regulations, compliance procedures and geographical locations.

 

Whether it’s the secrecy afforded by tax havens allowing dictators to transfer foreign aid to corporate bank accounts, or lax regulations allowing a US$7 billion Ponzi scheme to proliferate, or wealthy individuals avoiding domestic taxation, or multinational company transfer pricing schemes, or effective captive insurance arrangements, or efficient incorporation procedures for Asian IPOs; all uses of offshore financial products risk being tarred by the same brush.  While not explicitly recognizing this danger, the author does a good job of illustrating the good, the bad and the ugly and letting the reader reflect on business ethic levels.

 

More traditional financial centres are scrutinized with Switzerland losing out to the rising stars of the East: Hong Kong and Singapore.  Luxembourg is considered a bigger threat to the BVI, than its Caribbean neighbours, with the added possibility that BVI’s move into more sophisticated product territory may be too late.  Samoa and Seychelles are seen as the new kids on the block with Samoa receiving a more positive slant.

 

The author reminds the reader that some of the most significant tax havens are onshore with Delaware and London meriting special mention.  As governments and the OECD introduce more and more compliance procedures, offshore financial centres have been found to be more compliant than OECD countries.

 

There is plenty for everyone, whether you are an incorporation wholesaler in Shanghai or an international tax specialist not afraid of flying too close to the sun.

 

Article Links

Storm survivors – introduction and the contribution of offshore financial centres

Enduring charms – a brief history of tax havens