Mergers in a BVI Regulatory Context

When planning a restructuring that involves a merger where at least one of the merging entities is a BVI company, that is regulated by the BVI Financial Services Commission (BVIFSC), there are some specific and unwritten procedures that you should be aware of. This article highlights some of those procedures.

Many regulated service providers in the BVI are ultimately owned by one of the brand-named private equity houses or international groups. In the context of an acquisition of a BVI service provider, therefore, it is typical that the actual change in ownership would take place further upstream of the BVI and other regulated entities. Though a change in the indirect shareholder of the BVI regulated entity, it is nevertheless a change in control that requires the prior approval of the BVIFSC. Once regulatory approval has been obtained for the merger, some transactions spin off into a second phase which involves restructuring on a local level, including mergers of regulated entities to streamline the structure and avoid duplication and expense of regulated services.

 

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