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Country
Writer: Mr Robert Briant
rjbriant@cdp.bm
Conyers Dill &
Pearman
Tel:+ (284) 494
4850
www.cdp.bm
NEWS:
Article:
Bearer Shares and Director Information
Article: Developments
Coming Soon in British Virgin Islands (ñBVIî) - Insolvency Legislation
November 25,2003
- Update on: British Virgin Islands recent legislation change to
The Insolvency Act 2003
SECURITIZATION
LAWYERS AT THIS FIRM
FIRM
PROFILE
Conyers Dill & Pearman, established in 1928, is an international offshore law
firm, headquartered in Bermuda with operations in Anguilla, British Virgin
Islands, Cayman Islands, Guernsey, Hong Kong, London and Singapore.
The Firm specialises in company & commercial law, corporate litigation and
private client matters.
SECURITIZATION MARKET STATEMENT
Securitization
in the British Virgin Islands
Robert JD Briant
The
British Virgin Islands (BVI) has become a leading offshore financial
centre, offering a flexible and straightforward regulatory scheme
that encourages economic growth and innovation in the provision
of financial products. The BVI is a leading provider of offshore
companies, many of which are SPV's incorporated for structured finance
transactions.
In
the BVI, SPV's must be incorporated as a company limited by shares
with perpetual existence. This can generally be completed within
24 hours. There are no residency requirements for directors but
the SPV must appoint a registered agent in the British Virgin Islands.
Generally, an SPV must have at least one shareholder. For the standard
securitization orphan SPV the shareholder will be the trustee of
a BVI trust.
In
the BVI an SPV is required to pay a fee at the time of its incorporation
and each year thereafter. The fee is provided for on a sliding
scale. Most SPVs used in securitization transactions issue
minimal capital to the trustee pursuant to the purpose trust and
raise other funds by the issuance of notes resulting in the payment
of the minimum government fee (currently $300) being paid.
The
law of the BVI does not require the issue or publication of a prospectus
where an SPV offers shares to the public and there are no provisions
in the law of the British Virgin Islands for either an annual audit
or the appointment of an auditor.
As
is the case in Bermuda and the Cayman Islands, consideration should
be given at the outset as to the expected life of the SPV and whether
it will need to be wound-up at the end of the transaction.
For instance, it may be useful (but not necessary) to have the accounts
audited annually and ensure the SPV retains enough funds at the
end of the transaction to pay for liquidation and winding-up.
No
taxes are imposed in the British Virgin Islands on an SPV or upon
its shareholders resident outside of the British Virgin Islands
and SPV's are exempt from stamp duty.
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