BVI: Introduction of Registration Regime for Closed-Ended Funds - Summary

On 31 December 2019, the British Virgin Islands government enacted the Securities and Investment Business (Amendment) Act, 2019 and the Private Investment Funds Regulations, 2019 (together, the “Law”). The Law requires the registration and regulation of closed-ended investment funds. On the same day, the British Virgin Islands Financial Services Commission (the “FSC”) published the Private Investment Funds Regime Guidelines and the Fund Safekeeping Arrangements Guidelines.

In addition to this summary, we have published a more detailed client advisory that describes the scope and application of the new regime.

Please click here to access that advisory.

Walkers will continue our work with the British Virgin Islands Government, the FSC and other key local professionals, and we will provide updated summaries and client advisories as matters progress.

Which funds does this apply to?

 

The Law applies to ‘private investment funds’, which means any vehicle which: (a) collects and pools investor funds for the purpose of collective investment and diversification of portfolio risk; and (b) issues fund interests which entitle the holder to receive an amount computed by reference to the value of a proportionate interest in the whole or in a part of the net assets of the vehicle.

The exact scope of the Law is expected to be clarified in further rules and/or guidance issued by the FSC in due course.

The key features of the Law

  • New and existing private investment funds will be required to register with the FSC by 1 July 2020.
  • A modest annual fee will be payable to the FSC, expected to be US$1,000.
  • Audited accounts will have to be prepared and filed with the FSC within 6 months of the end of each financial year.
  • A private investment fund must have at all times “appointed persons” responsible for: (a) management of the fund’s property; (b) valuation of the fund’s property; and (c) safekeeping of the fund’s property.
  • A private investment fund must have at all times an “authorised representative” in the BVI.
  • If structured as a company, a private investment fund must have at all times at least two directors.
  • A private investment fund must maintain a clear and comprehensive policy for the valuation of fund property, which must be followed by the “appointed person” responsible for the valuation of fund property.


In practice, we expect that most fund sponsors will be able to discharge these obligations with minimal impact on their existing operations, relying on their internal capabilities and making certain straightforward disclosures to investors.

 

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BRITISH VIRGIN ISLANDS
Patrick OrmondManaging PartnerT +1 284 852 2260patrick.ormond@walkersglobal.com
Oliver Bell PartnerT +1 345 814 6856oliver.bell@walkersglobal.com
Ashley GunningPartnerT +1 345 914 4251ashley.gunning@walkersglobal.com

CAYMAN ISLANDS
Oliver Bell PartnerT +1 345 814 6856oliver.bell@walkersglobal.com
Ashley GunningPartnerT +1 345 914 4251ashley.gunning@walkersglobal.com

DUBAI
Daniel WoodManaging PartnerT +971 4 363 7912daniel.wood@walkersglobal.com

HONG KONG
Mark CummingsPartnerT +852 2596 3316mark.cummings@walkersglobal.com

LONDON
Hughie WongPartnerT +44 (0)20 7220 4982hughie.wong@walkersglobal.com

SINGAPORE
Thomas GrangerPartnerT +65 6603 1694thomas.granger@walkersglobal.com