Category Archives: Client Advisories

The recent Grand Court judgment in Re Harbinger Class PE Holdings (Cayman) Ltd clarifies two issues arising in petitions to wind up a company on the just and equitable ground on the basis it has lost its substratum. First, the applicable test for whether there has been a loss of substratum and secondly the appropriate approach to determining the principal or main object of a company with an unrestricted objects clause in its constitution.

The British Virgin Islands (“BVI”) is one of the leading offshore funds jurisdictions, attracting investment managers and investors worldwide. The management of investment funds and client accounts in, or from within the BVI (whether by way of providing discretionary, or non-discretionary investment advice), requires prior regulatory approval from the BVI Financial Services Commission (the Commission”).

Further to our previous advisory CRS: Preparing for 31 December 2015 and Beyond, the TIA has announced that the CRS Regulations have been published and enacted into Cayman Islands law last week. The first schedule to the CRS Regulations is the CRS itself (or more specifically the Common Standard on Reporting and Due Diligence for Financial Account Information) and it comes into force in the Cayman Islands on January 1, 2016. The second schedule sets out excluded/non-reportable accounts.

The BVI Government and the private sector have developed two new regulated fund structures to cater for family and friends structures and start up investment managers, both of which are less regulated than Professional Funds and Private Funds and offer simplified opportunities to pool investments on a more cost-efficient basis. The new fund structures can be constituted as either a company or a limited partnership.

The Companies (Amendment) Law 2015 (the “Amendment Law”) was recently passed by the Cayman Islands Legislative Assembly and will come into force on 2 November 2015. Under the Amendment Law, Cayman Islands companies will have sixty (60) days (previously thirty (30) days) to notify the Registrar of Companies (the “Registrar”) of any changes in directors (including alternate directors) and officers. Furthermore, the Registrar will not impose any penalty fees for the late filing of changes to directors (including alternate directors) and officers with the Registrar during an “amnesty” period of 1 September 2015 to 30 October 2015.

The recent decision of Jones J in Primeo Fund (in official liquidation) v Herald Fund SPC (in official liquidation)[1] addresses two matters of importance for investors in Cayman Islands’ investment funds and Cayman Islands’ insolvency practitioners:
(1) the effect of Section 37(7) of the Companies Law (2013 Revision) (the “Law”) on the rights of redemption creditors; and (2) whether, and if so when, a liquidator must or may rectify the register of members of a fund in respect of which the net asset value (“NAV”) has been mis-stated.

Following on from FATCA and UK FATCA, the OECD has implemented the Standard for Automatic Exchange of Financial Account Information, or the Common Reporting Standard (“CRS”) for short. The CRS provides for annual automatic exchange between governments of financial account information reported by financial institutions.

A new Maritime Services business park has just been added to the Cayman Islands special economic zone. The Maritime Services Park is designed to encourage maritime services businesses to set up physical operations in the Cayman Islands.

A new Maritime Services business park has just been added to the Cayman Islands special economic zone. The Maritime Services Park is designed to encourage maritime services businesses to set up physical operations in the Cayman Islands.

The Cayman Islands is preparing to implement the Cape Town Convention and the related Aircraft Protocol. The International Interests in Mobile Equipment (Cape Town Convention) Bill was passed on 17 April 2015 and could come into force in the Cayman Islands as early as August 2015.