our role The British Virgin Islands (BVI) is a modern, well-regulated financial centre, fulfilling an important role in the global economy. Increasingly, international investments, whether held by the largest corporations or by families or individuals, provide an efficient means of enhancing economic development and creating opportunities for employment. Appropriate structuring for these investments, with a view to tax-efficiency, succession planning and protection of assets, maximises their positive impact.
The role of the tax-planning advisor is critical in establishing or updating structures benefitting from the key features of BVI law. At Sable, we work in conjunction with tax accountants and tax lawyers in many jurisdictions, to ensure the establishment and effective management of entities which are fully compliant in the jurisdictions relevant to each structure.
corporate governance The effectiveness of any international
For other less active entities, meetings, which
corporate structure depends largely on the
under BVI law may be held by telephone
quality of its ongoing management. The
if preferred, may be less frequent, but the
situs of management control is a key factor
underlying principle of the active role of
in safeguarding the structure and ensuring
board directors is vital for all entities. BVI
its robustness for tax efficiency. Having a
Business Companies operating as private
majority of board members based in the
investment holding companies are not
international finance centre is of course
required to file annual financial statements.
helpful, but along with this, the nature of a
However, company shareholders are
structure’s internal decision-making process
increasingly asking for accounting functions
is vitally important.
to be undertaken, in order to maintain
For a hedge fund, quarterly board meetings where directors consider investment
accurate reporting and up to date information for all relevant parties.
performance, investor communications,
Sable’s director and company secretarial
compliance reviews, administration reports,
services focus on providing levels of input
management reports, liaison with auditors,
and supervision appropriate to each
review of any relevant statutory or regulatory
appointment, whilst ensuring the proper
changes are considered best practice and a
discharge of the duties of a director or
necessary part of good corporate governance.
secretary, acting in the interests of the shareholders of the company.
trust services Trusts continue to provide
the courts of England of the Middle
up-to-date technical features, along with
the basis of a large
Ages. It can provide a number of
competence and expertise in the regulatory
proportion of highly
benefits, including:
and legal framework.
effective international tax and estate planning. Sable Trust Limited, a Class 1 Trust licensee, provides trust establishment
• Privacy of ownership and intended succession plans;
vehicle in circumstances where the role of
• Mitigation of estate taxes;
the Trustee is not to extend to the active
• Protection of family wealth within
management of key assets settled into the
advice and ongoing trust administration
a legally secure and private trust
services. As appointed Trustee, we have
structure;
a primary responsibility to act in the best interests of the Beneficiaries, whilst observing the wishes of the Settlor. The basic trust concept, whereby a Settlor transfers assets to a Trustee for the subsequent benefit of chosen Beneficiaries, is long established and has its origins in
VISTA Trusts have become a popular
• Streamlining of transfer of assets upon the demise of the Settlor; • Mitigation of forced heirship
trust, keeping a greater degree of practical control in the hands of the Settlor. Purpose trusts having a prescribed purpose rather than named beneficiaries,
provisions.
are also facilitated by BVI trust law. These trusts provide solutions in a number of commercial situations.
The BVI offers an attractive environment for trust business: modern legislation offering
Fund formation and administration The Sable team offers
added protection in the operation and
Administration Services
substantial experience in
administration of fund entities.
In order to ensure compliance with fund
providing detailed advice on the establishment and use of fund structures. Fund administration services are offered through our subsidiary, Sable Fund Services Ltd., licensed by the BVI Financial Services Commission to provide fund administration services. For new investment fund structures, the BVI has precise, modern legislation — the Securities and Investments Business Act (SIBA) — regulating the set up and administration of fund entities in the BVI. In addition to the legislative framework,
regulatory requirements, together with other
Formation services include: • Assistance in the choice of
day-to-day fund administration needs, the
jurisdiction and type of structure; • Assistance in the drafting of Offering Memorandum or Prospectus; • Incorporation of structure and application for recognition of Private and Professional Funds; • Liaison with third party service providers (e.g. custodian banks, auditors, investment advisors) and drafting of third party agreements; • Assisting with operational
the Investment Business Division of
structuring for the fund’s
the BVI Financial Services Commission
Management and Administration
maintains regulatory oversight over BVI
functions;
funds and BVI investment managers and administrators thereby providing both fund managers and investors with
• Access to legal services provided by leading international firms.
Sable group offers a comprehensive range of administration functions, including: • Provision of Registered Agent and Authorised Representative services, maintaining corporate records, organising annual meetings and preparation of corporate resolutions; • Arranging for renewal of fund recognition and fund management licensing; • Arranging for preparation of annual financial statements and liaison with external auditors; • Publication of the Net Asset Value to investors.
companY Formation and maintenance BVI Business Companies have become
The use of a BVI Business Company for
Notable features of a BVI Business
widely recognized as an ideal corporate
regulated activities such as banking,
Company include:
vehicle for international business in a
trust services, insurance and mutual
wide range of circumstances. Sable Trust
fund business is restricted and separate
Limited is licensed to incorporate and
licensing is required under the relevant
provide ongoing corporate services to
legislation for the intended activity.
BVI companies.
• A minimum of one shareholder and one director, with no BVI residency requirements; • Purchase and ownership by the
BVI Business Companies can be
company of its own shares
The BVI Business Companies Act, 2004,
established swiftly and the Registry of
is permitted;
as amended over subsequent years,
Corporate Affairs provides a range of post
includes a number of important provisions
incorporation services on a speedy and
that enhance the BVI Business Company
cost-effective basis, including:
as an extremely versatile and adaptable corporate vehicle. Examples include:
• Real estate ownership and management • Ship and yacht ownership • Intellectual property ownership • International trading
telephone meetings;
documents
• Investment holding
• Certificates of Good Standing
• Registration of mortgages and charges • Continuation / redomiciliation of companies into or out of the BVI
and shareholder meetings internationally, with acceptability of
• Searches • Certified copies of corporate
• The ability to hold board meetings
• Exemption from all BVI taxes and stamp duty; • Shares may be issued in any currency or for consideration other than cash; • No annual general meeting
requirement; • Freedom to transfer assets, merge or consolidate with foreign entities; • A foreign corporation can continue as a BVI Business Company provided the laws of the jurisdiction of original incorporation expressly permit it to continue to another jurisdiction; • Straightforward incorporation procedures.
reguLation and compLiance Internationally, these areas have developed substantially
In our capacity as a licensed service provider in the
in recent years, in an environment where laws and
areas of trustee, company and hedge funds Sable
industry regulations to counter money-laundering and
applies all appropriate compliance requirements to each
terrorist-financing have quite rightly imposed increased
client relationship. The prescribed identification and
demands on financial services providers and their clients.
reference items are requested at the outset, as part of
BVI is no exception, and following concerted international
our initial business acceptance processes. Full details
cooperation at government, regulatory and industry
of documents required initially and to be updated
practitioner levels, is generally viewed as offering an
periodically are provided upon request.
environment where the culture of compliance amongst financial services licensees is well established and strong.
We are able to provide full details of regulatory requirements, including the terms of specific Tax Information Exchange Agreements (TIEAs) agreed between BVI and a growing number of other jurisdictions.
Without tr ust t he re is not hing
Sable Group 4th Floor, Rodus Building PO Box 765, Road Town Tortola, VG1110 British Virgin Islands
+ 1 284 494 8086 + 1 284 494 9474
GROUP
info@sabletrust.com www.sabletrust.com