Comparison of Bermuda, Cayman Islands and British Virgin ... · Requires the appointment of a fund administrator recognized by the Bermuda Monetary Authority BMA and either i a min

Comparison of Bermuda, Cayman Islands and British Virgin Islands Funds

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Preface

This publication has been prepared for the assistance of those who are considering the formation of a

fund in an offshore jurisdiction such as Bermuda, the British Virgin Islands (“BVI”) or the Cayman

Islands (“Cayman”).

This publication deals in broad terms with the requirements of each jurisdiction for the establishment

and operation of a fund. It is not intended to be exhaustive, but merely to provide brief details and

information, which, we hope, will be of use to our clients. We have separate publications dealing

with each jurisdiction, which can be provided upon request. We recommend that our clients seek

legal advice in relation to each jurisdiction on their specific proposals before taking steps to

implement them.

Before proceeding with the incorporation of a fund in any of the jurisdictions, persons are advised to

consult their tax, legal and other professional advisors in their respective jurisdiction.

Conyers Dill & Pearman

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TABLE OF CONTENTS 1. INTRODUCTION 2. FUND VEHICLES 3. FUND CATEGORIES: UNRELATED 4. FUND CATEGORIES: REGISTERED 5. FUND CATEGORIES: REGULATED 6. ESTABLISHMENT PROCEDURE 7. ORGANISATION COSTS 8. UNIT TRUSTS 9. LIMITED PARTNERSHIPS 10. PROSPECTUSES 11. FUNCTIONARIES 12. ANTI-MONEY LAUNDERING AND TERRORIST FINANCING 13. REPORTING REQUIREMENTS 14. REPORTING REQUIREMENTS: FINANCIAL 15. LOCAL REQUIREMENTS: COMPANIES 16. MANAGEMENT: COMPANIES

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BERMUDA CAYMAN B.V.I.

1. INTRODUCTION

As the establishment of investment funds, mutual funds and hedge funds in offshore jurisdictions continues to grow, it

is becoming increasingly important to understand the advantages offered by each jurisdiction. Conyers Dill & Pearman

has offices in each of Bermuda, the BVI and Cayman and is able to advise on the establishment of funds in each of these

three jurisdictions. The purpose of this comparison is to help our clients identify which jurisdiction best suits their legal

and commercial requirements.

2. FUND VEHICLES

A fund may be a company, segregated

accounts company, limited liability

company, unit trust or limited

partnership.

A fund may be a company, segregated

portfolio company, limited liability

company, unit trust or partnership.

A fund may be a business

company, segregated portfolio

company, unit trust, partnership or

other body.

3. FUND CATEGORIES: UNREGULATED

1. Unregulated Funds

E.g. private funds/excluded funds

including master funds with less

than 20 investors and which do not

promote themselves to the public

generally. (No requirement that

investors be able to remove fund

operator(s) (i.e. directors, general

partner or trustee as applicable))

E.g. closed-ended funds such as

private equity funds which are not

subject to the provisions of the IFA

(defined below)

No filing fees for Master Funds or

other authorization expenses if such

Master Fund has less than 20

registered investors.

Application fee: zero


E.g. private funds set up for a max.

of 15 investors and the majority of

investors (whether voting or non

voting) can appoint and remove

fund operator(s) (i.e. directors,

general partner or trustee as

applicable) (exemption from

licensing and registration not

available for Master Funds (see

below))


private equity funds and certain

overseas funds




private equity funds


4. FUND CATEGORIES: REGISTERED

Legislation:

Investment Funds Act 2006 (the

“IFA”)

1. Class A Exempt Funds

Open to ‘qualified participants’ (e.g.

sophisticated investors) and

investment managers with certain

qualifications (see below).

No regulatory approval required;

filing only.

Application Fee: US$1,545

Annual Fee: US$1,545

Legislation:

The Mutual Funds Law (2015

Revision) (the “Law”)

1. Registered Funds

Set up for min. investment of

US$100,000 or interests listed on a

recognised stock exchange.

Application Fee: CI$3,500/US$4,270

Annual Fee: CI$3,500/US$4,270

Legislation:

Securities and Investment Business

Act (“SIBA”)

1. Incubator Funds

Set up for max. of 20 investors, each

of which must invest at least

US$20,000

Application Fee for Approval: US$1,500

Annual Renewal Fee: US$1,000

2. Approved Funds

Set up for up to 20 investors.

Net assets under management must

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2. Class B Exempt Funds

Only open to qualified participants.



not exceed US$20 million.

Application Fee for Approval: US$1,500


3. Private Funds

Set up for max. of 50 investors or

interests offered on private basis

only.

Application Fee for Recognition:

US$700

Initial Fee on Recognition:

US$1,000 (on or before June 30 in any

year; US$500 thereafter)


5. FUND CATEGORIES: REGULATED

Legislation:

Investment Funds Act 2006 (the

“IFA”)

1. Institutional Funds

Only open to qualified participants

or set up for min. investment of

$100,000.

Application Fee: US$855

Annual Fee: US$968

2. Standard Funds

Generally retail funds

All other funds not otherwise

classified or exempted/excluded.



3. Administered Funds

Requires the appointment of a fund

administrator recognized by the

Bermuda Monetary Authority

(“BMA”) and either (i) a minimum

investment of US$50,000; or (ii) fund

interests listed on a BMA recognised

stock exchange.

IFA licensed administrator.


Annual Fee: US$968

Legislation:

The Mutual Funds Law (2015

Revision) (the “Law”)

1. Administered Funds

Licensed Cayman administrator

appointed to provide principal

office.



2. Licensed Funds

Licensed as a regulated fund by the

Cayman Islands Monetary

Authority (“CIMA”).



Legislation:

Securities and Investment Business

Act (“SIBA”)

1. Professional Funds

Only open to “professional

investors” and set up for min.

investment of $100,000 (unless an

“exempted investor” i.e. the

manager, promoter and their

employees, the administrator or the

underwriter).


US$700





2. Public Fund

(business company or unit trust)

May offer interests to the public in

accordance with SIBA.

Application Fee for Registration:

US$700

Initial Fee on Registration:



Annual Renewal Fee: $1,500

Specified Jurisdiction Funds (Japan)

Recognised to be marketed to the

Japanese public.

Based on a “Standard Fund”

structure

Master Funds

Has one or more regulated feeder

funds (i.e. mutual funds that

conduct more than 51% of their

investing through another mutual

Recognised Foreign Funds

Overseas funds already regulated

and supervised by an FSC (Financial

Services Commission) approved

jurisdiction may be recognised in

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fund).



the BVI.


US$700


$1,000 (on or before June 30 in any year;

$500 thereafter)

Annual Renewal Fee: $1,000

6. ESTABLISHMENT PROCEDURE

Filing to incorporate made with the

Registrar of Companies.

Incorporation can generally be

completed within 24-48 hours after

collection of due diligence

documentation.

Bye-laws, prospectus and

agreements must be finalised before

launch.

Registered Funds:

(1) Class A Exempt Funds: Filing with

BMA of a confirmation of eligibility

certificate and offering

memorandum. No further

approvals or requirements.

(2) Class B Exempt Funds: Filing with

BMA of an offering memorandum.

BMA approval of exemption must

be obtained before launch (approx.

5 days).

Regulated Funds: BMA approval of

authorisation and appointment of

service providers must be obtained

before launch (approx. 5 days)

Filing for incorporation made to

Registrar of Companies.



collection of due diligence

documentation.

Articles of association, prospectus

and agreements must be finalised

before CIMA filing and launch.

Registered and Regulated Funds:

CIMA will generally confirm

approval of registration within 5

days.

Filing for incorporation made to

Registrar of Corporate Affairs.



the memorandum and articles are in

final form.

For Private and Public Funds,

prospectus and various agreements

must be finalised and government

approvals received before launch.

Incubator and Approved Funds may

commence business 2 clear business

days after submitting a completed

application.

Private/Public Funds: must apply to

be recognised/registered by the FSC

before launch (approx. 14 days).

Professional Funds: may carry on

business up to 21 days prior to being

recognised (provided that an

application for recognition as a

professional fund is submitted

within 14 days of commencing

business).

7. ORGANISATION COSTS*

Incorporation Cost1: US$2,510

(including filing fee and first year annual

government fee)

Annual Gov Fee: US$2,095 for companies

with an authorized share capital of

US$12,000

Partnership Cost2: US$2,765


Incorporation Cost3: US$1,585


gov fee)

Annual Gov Fee: US$854 for companies

with authorised capital of up to

US$50,000

Partnership Cost4: US$2,682


Incorporation Cost: US$1,435


gov fee)

Annual Gov Fee: US$450 for companies

authorised to issue up to 50,000 shares or

with authorised share capital of up to

US$50,000

Partnership Cost: US$1,735


1 A tax assurance can be obtained for US$195. 2 A tax assurance can be obtained for US$195. 3 A tax exemption undertaking can be obtained for US$1,985. 4 A tax exemption undertaking can be obtained fo US$1,954.

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gov fee)

Annual Gov Fee: US$2,350

Unit Trust Registration and Annual Gov

Fee per Unit Trust: US$3,050

Segregated Accounts Company

Registration Fee: US$295

Fee per Segregated Account: US$295 (up

to a maximum of US$1,180 i.e. 4

accounts; thereafter zero per account)

gov fee)

Annual Gov Fee: US$1,464

Annual Gov Fee (if not regulated):

US$2,440

Unit Trust Registration: US$1,000

Annual Gov Fee: US$610

Segregated Portfolio Company Fee:

Registration fee: US$610

Fee per Portfolio: US$366

(up to maximum of US$1,830)

Mutual Fund SPCs pay an additional

US$305 per portfolio

(up to a maximum of 25 portfolios)

gov fee)

Annual Gov Fee: US$750

Unit Trust Establishment Fee: US$200

Annual Fee: zero

Segregated Portfolio Company


Application Fee per Portfolio: US$350


Annual Fee per Portfolio5: US$350

*The costs listed do not include legal or service fees charged by service providers, which vary depending on the specific

facts of the matter. Please contact any of our offices for a fee estimate for your particular matter.

8. UNIT TRUSTS: Legal Nature, Establishment Procedure & Local Requirements

Not a separate legal entity.

Only trustee can enter into

contracts, sue and be sued.

Each investor does not have an

entitlement to the specific

investments comprised in the

trust fund, but just the right to

redeem his share in its assets,

known as a “unit”, for cash at a

price based on the value of the

investments.



contracts, sue and be sued.








investments.



contracts, sue and, unless section

97 Trustee Act is applied to the

trust, be sued. If section 97 is so

applied, trustee has no personal

liability to counterparty on

transaction properly entered into

in disclosed or known fiduciary

capacity and counterparty

effectively afforded right to

proceed against fund directly.








investments.

If open-ended and more than 20

investors, apply to BMA for

exemption/classification (approx.

5 days).

If satisfies requirements for a

If relevant, apply to CIMA for

regulation as a mutual fund

under the Law (approx. 5 days).

Apply to the FSC for registration

as a mutual fund under SIBA

(approx. 14 days).

5 Subject to 50% discount for the initial year if approval on or after July 1st); provided the total annual fee payable by an SPC will not exceed US$10,000 in any year.

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Class A Exempt Fund, make filing

with BMA under IFA to complete

registration.

The unit trust must have a

Bermuda nexus, e.g. a Bermuda

functionary, trustee or resident

representative.

The trustee of a Cayman unit

trust will typically be a trust

company under the Banks and

Trust Companies Law (as

amended).

A unit trust may also itself be

registered in Cayman with the

Registrar of Trusts as an

“exempted” trust pursuant to

Section 74 of the Trusts Law. Note

that in the case of an exempted

trust, the beneficiaries should not

include a person resident or likely

to be resident or domiciled in

Cayman.

A unit trust registered as a Public

Fund, must have a BVI company

as a trustee.

9. LIMITED PARTNERSHIPS: Legal Nature, Establishment Procedure & Local Requirements

Separate legal personality

available.

Can carry on business, sue and be

sued in partnership name and is

legally independent of its

partners.

No separate legal personality

available.


sued in partnership name.

Separate legal personality

available.


sued in partnership name.

Application made to Registrar of

Companies to form; particulars of

the partnership required (approx.

24-48 hours).

Once organized, the general

partner files certificates of limited

and exempted partnership to

register the partnership.

Registrar of Companies issues

certificate of registration (approx.

24-48 hours).

General partner submits to

Registrar of Exempted Limited

Partnerships a statement setting

out particulars of the partnership

and a declaration that the

partnership will not undertake

business with the Cayman public

save as permitted.

Registrar issues certificate of

registration (approx.4-5 days; 24

hours for an additional fee of

CI$400/US$500).

The proposed local registered

agent files (a) a statement signed

by or on behalf of each general

partner specifying (i) the name of

the limited partnership and its

foreign character name (if

applicable), (ii) the address of the

registered office of the limited

partnership, (iii) the name and

address of the registered agent of

the limited partnership, (iv) the

name and address of each general

partner and (v) the term for

which the partnership is entered

into or, if for unlimited duration,

a statement to that effect, (b) if the

general partners wish to elect that

the limited partnership shall not

have legal personality, a

declaration to this effect signed by

or on behalf of each general

partner, and (c) a signed consent

to act as registered agent.

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Registrar of Limited Partnerships

issues a certificate of registration,

which shall state whether or not

the limited partnership has legal

personality. (approx. 14 days).

The limited partnership is formed

on the date specified in the

certificate.

No local connection required for

general partner(s) (i.e. general

partner formed in other

jurisdiction can be used without

further qualification or fees being

payable in Bermuda..

Must appoint resident

representative and have Bermuda

registered office.

Must have at least 1 general

partner with a local connection to

Cayman.

Must have Cayman registered

office.

Must file annual statement of

prescribed partnership particulars

and declaration that the

partnership will not undertake

business with the Cayman public

save as permitted.

No local connection required for

general partner(s).

Must appoint registered agent in

the BVI and have a BVI registered

office.

Must maintain records of account

and a register of partnership

interests, which are open to

inspection by limited partners

only.

The certificates of exempted and

limited partnership are available

for public inspection.

Subject to partnership agreement,

limited partners are entitled to

full information regarding the

state of the business and financial

condition of the partnership.

The register of partnership

interests is available for public

inspection with the consent of the

general partner. For a fee, the

public can obtain a copy of the

certificate of registration or any

registered statement filed in

respect of the partnership.

Must maintain financial records

and underlying documents,

including accounts, and registers

of general and limited partners

which are open to inspection by

limited partners.

The register of limited

partnerships and the register of

registered charges are available

for public inspection.

The partnership agreement can

set out transfer/withdrawal

restrictions (if any).

The partnership agreement can

set out transfer/withdrawal

restrictions (if any).

The Limited Partnership Act

provides that, subject to the

limited partnership agreement, (i)

a limited partner shall not except

with the prior written consent of

the general partners and (ii) a

general partner may with the

prior written consent of any

general partner, assign, transfer,

grant a security interest over or

otherwise dispose of all or any

part of the partner’s partnership

interest to another person.

10. PROSPECTUSES

Unless accepted by a competent

regulatory authority (BMA is a

Registered and Regulated Funds

must file a copy with CIMA together

Public Funds: must apply and

register a copy with the FSC.

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competent regulatory authority) or

appointed stock exchange, or subject

to a direction to disapply filing

requirement, copy must be filed

with Registrar of Companies.

Filing Fee: US$95

Must contain particulars set out in

the Companies Act 1981 (for fund

companies) and the IFA (unless

unregulated/ exempted).

Master Funds: not required to

adopt or file an offering document.

with statutory particulars.

Administrative fee for filing for

registration of a fund or master fund

CI$300/US$366

Master Funds: not required to adopt

or file a separate offering document.


Registration Fee: US$500 (or US$250 for

an amendment)

Professional/Private Funds: required

to submit a copy which must

contain a prescribed form of

investment warning, or if permitted

by the FSC, can avoid submitting

but must provide each investor with

a separate document containing the

investment warning.

11. FUNCTIONARIES

Except for Unregulated Funds, must

appoint:

Investment manager

Administrator

Auditor

Custodian or Prime Broker

(NB: Except for Standard Funds, none

of the above need be resident in

Bermuda if there is some other

Bermuda nexus e.g. a Bermuda

director, secretary or resident

representative). Waivers of

appointment of Custodian and/or

Prime Broker are available.

Will typically appoint:

Investment manager

Custodian/Prime Broker

Administrator

Auditor

Private/Regulated Funds: must

appoint (unless exempted):

Investment manager

Administrator

Custodian

Auditor

(NB: for Private/Professional Funds,

custodian must be independent from

the manager/administrator unless

there are sufficient systems to ensure

functional independence)

Approved Fund must appoint an

administrator.

Class A Exempt Funds: investment

manager must be regulated by an

acceptable regulator or manage at

least US$100 million (either

individually or as part of a group).

Standard Funds: if administrator

does not carry on administration

business in Bermuda, custodian

must be licensed by the BMA.


depending on the type of fund, may

be obliged to appoint a licensed

mutual fund administrator which

must comply with certain

obligations and duties pursuant to

the Law.

Private/Professional Funds: FSC can

exempt from requirement to have a

manager, custodian or auditor.

Public Funds: FSC can exempt from

requirement to have a custodian.

Certain terms, limitations,

restrictions, or conditions that may

be placed on a certificate of

approval/recognition/ registration

will not arise in principle when

appointed functionaries are

incorporated in BVI, a “recognised”

jurisdiction under SIBA, or a

jurisdiction acceptable to the FSC.

12. ANTI MONEY-LAUNDERING AND TERRORIST FINANCING

Investment fund operators are

required to appoint a Money

Laundering Reporting Officer and

Compliance Officer to whom reports

should be made and who shall have

responsibility to make reports to the

Funds, both registered and

unregistered, carrying on "relevant

financial business" are required to

have in place anti-money

laundering reporting and

compliance procedures and must

Funds must comply with relevant

anti-money laundering legislation

and regulations including the

requirement to have an anti-money

laundering reporting officer

(“MLRO”). The MLRO does not

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Financial Intelligence Agency when

suspicious circumstances require.

One individual can fulfil both roles.

The Fund must adopt a formal

policy in relation to the prevention

and detection of money laundering

and terrorist financing which must

be supplied to and approved by the

BMA.

The BMA is notified and must

approve the Reporting and

Compliance Officer.

appoint a Compliance Officer,

Money Laundering Reporting

Officer and Deputy Money

Laundering Reporting Officer (such

roles can be undertaken internally

or delegated to a third party service

provider).

Internal reporting procedures must

be in place to (1) identify and report

suspicious activity; (2) monitor and

ensure internal compliance with

laws relating to money laundering;

and (3) test the AML/CFT system

consistent with the Regulations and

the Guidance Notes. Registered and

regulated funds must notify CIMA

of their AML officer appointees.

need to be an employee but should

be based in a “Recognised

Jurisdiction”.

The Anti-Money Laundering

Regulations apply to regulated

persons including mutual funds and

their managers and administrators.

The Regulations require such

persons to maintain client

identification procedures, keep

“know your client” and suspicious

transactions records, establish

internal reporting procedures for

suspicious transactions and have in

place internal controls and

communication procedures

appropriate for preventing money

laundering, as well as provide

adequate training for staff on their

anti-money laundering obligations.

Such persons must submit for the

approval of the Financial

Investigation Agency such

identification, record keeping,

internal reporting and internal

controls and communication

procedures.

The Anti-Money Laundering and

Terrorist Financing Code of Practice

offers guidance and favours a ‘risk

based approach’ to establishing

internal policies, subject to certain

specific requirements enumerated

within it. The Code addresses in

detail the requirements of the law,

as they pertain to internal systems

and controls, and requires that

businesses provide to the FSC a

copy of such internal policies for

approval.

13. REPORTING REQUIREMENTS

Annual submission of statement

confirming compliance with the

IFA, fund rules and fund prospectus

rules to BMA, as applicable.

Regulated Funds: BMA approval

needed for any proposal to replace a

director or a service provider and

Advise CIMA of changes of

directors and service providers.


file an amended offering document

or statutory particulars if there is a

material change with CIMA.

Filing Fee: CI$300/US$366

Incubator/Approved Funds:

notification to FSC of any change to

the information provided in the

application for approval or any

matter which has or is likely to have

a material impact.

Registered/Professional Funds:

Page 12 of 14


for any material changes to

prospectus/offering document.

Material Changes Application: US$258

Class A Exempt Funds: annual

compliance statement to BMA that

the fund continues to qualify for

exemption and outlining any

material changes to

prospectus/offering document.

Class B Exempt Funds: annual

compliance statement to BMA. BMA

approval required for any proposal

to replace a director or a service

provider.

Standard Funds: monthly reports on

share activity to BMA.

Institutional/Administered Funds:

quarterly reports on share activity to

BMA.

Amendments or Supplements to

Prospectus: CI$100/US$122


file annual return with CIMA.

annual returns must be submitted to

the FSC. Incubator Funds must

submit semi-annual returns

confirming continuing eligibility as

an incubator fund. If an incubator

fund or approved fund exceeds the

threshold on net assets or number of

investors over 2 consecutive

months, it must apply to convert

into a private or professional fund

or an approved fund (if it is an

incubator fund), a closed-ended

fund or commence liquidating the

fund.

Private/Regulated Funds:

notification to FSC of a new or

amended offering document,

change in business address or

amendments to constitutional

documents.

Incubator/Approved Funds:

notification to FSC of change in

authorised representative, director

(if number falls below 2) or

administrator (Approved Funds

only).

Public Funds: FSC approval needed

for any material changes to

prospectus or structure (including

change of director, functionary or

auditor).

Private/Professional Funds:

notification to FSC of any change in

director, authorised representative,

functionary or auditor. (NB: no

notification required if a functionary

resigns, is terminated or otherwise

ceases to act and a replacement is

appointed within 7 days)

14. REPORTING REQUIREMENTS: FINANCIAL

Distribution of financial report to

investors including copies of

audited financial statements.

Registered Funds only: Filing of

annual audited accounts with BMA

required.

Generally accepted accounting

Registered and Regulated Funds

(including regulated Master Funds):

annual audited accounts filed with

CIMA (unless exemption is

granted).

Accounts must have local Cayman

auditor sign off.

Private/Regulated Funds: copy of

audited financial statements

provided to FSC.

International Financing Reporting

Standards promulgated by the

International Account Standards

Board, UK GAAP, US GAAP,

Page 13 of 14


principles and generally accepted

auditing standards of any

jurisdiction can apply.

No requirement to have local

auditor sign off of audited financial

statements.

Canadian GAAP or internationally

recognised and equivalent generally

accepted account standards apply.

15. LOCAL REQUIREMENTS: COMPANIES

Must maintain a Bermuda registered

office.

Must appoint a registrar to maintain

a register of participants in Bermuda

(although overseas sub-register or

branch is permissible).

No local director required (if

secretary or resident representative

in Bermuda).

Must maintain a Cayman registered

office.

No local director required.

Must maintain a BVI registered

office and registered agent.

Must appoint an “authorised

representative” being a BVI entity or

individual certified by the FSC for

such purpose to act as a liaison

between the FSC and the licensee

and maintain records.

No local director required.

16. MANAGEMENT: COMPANIES

Must have at least 2 directors (which

must be individuals) and a

secretary; if one of these is not

ordinarily resident in Bermuda,

must appoint a resident

representative.

Secretary and/or resident

representative can be an individual

or company.

Must have at least 2 individual

directors.

Corporate directors are permitted

in certain circumstances.

Registered/Professional Funds: must

have at least 2 directors; 1 must be

an individual.

Public Funds: must have at least 2

directors; cannot have corporate

directors.


auditor must be acceptable to BMA

but is not required to be based in

Bermuda.

Unregulated Funds: auditor not

required.


auditor must be a CIMA-approved

firm based in Cayman.

Unregulated Funds: auditor not

required.

Registered/Professional Funds:

auditor must satisfy requirements of

SIBA and the BVI Regulatory Code.

FSC can exempt requirement to

have an auditor.

Public Funds: auditor must be

specifically approved by the FSC.

There is no requirement to hold

board meetings or, if waived by a

shareholder resolution, an annual

general meeting.

Any such meetings need not be held

in Bermuda.

CIMA recommends board meetings

at least twice per year.


in Cayman.

There is no requirement to hold

board meetings or an annual general

meeting.


in the BVI.

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This publication should not be construed as legal advice and is not intended to be relied upon

in relation to any specific matter. It deals in broad terms only and is intended merely to

provide a brief overview and give general information.

© Conyers Dill & Pearman, January 2019

www.conyersdill.com

http://www.conyersdill.com/

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Comparison of Bermuda, Cayman Islands and British Virgin ... · Requires the appointment of a fund administrator recognized by the Bermuda Monetary Authority BMA and either i a min