Comparison of Bermuda, Cayman Islands and British Virgin Islands Funds
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Comparison of Bermuda, Cayman Islands and British Virgin Islands Funds COMPARISON OF BERMUDA, CAYMAN ISLANDS AND BRITISH VIRGIN ISLANDS FUNDS 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 conyers.com | 2 COMPARISON OF BERMUDA, CAYMAN ISLANDS AND BRITISH VIRGIN ISLANDS FUNDS TABLE OF CONTENTS 1. INTRODUCTION 4 2. FUND VEHICLES 4 3. FUND CATEGORIES: UNREGULATED 4 4. FUND CATEGORIES REGISTERED 4 5. FUND CATEGORIES: REGULATED 5 6. ESTABLISHMENT PROCEDURE 6 7. ORGANISATION COSTS* 7 8. UNIT TRUSTS: LEGAL NATURE, ESTABLISHMENT PROCEDURE & LOCAL REQUIREMENTS 7 9. LIMITED PARTNERSHIPS: LEGAL NATURE, ESTABLISHMENT & LOCAL REQUIREMENTS 8 10. PROSPECTUSES 10 11. FUNCTIONARIES 10 12. ANTI MONEY-LAUNDERING AND TERRORIST FINANCING 11 13. REPORTING REQUIREMENTS 12 14. REPORTING REQUIREMENTS - FINANCIAL 13 15. LOCAL REQUIREMENTS - COMPANIES 13 16. MANAGEMENT - COMPANIES 13 conyers.com | 3 COMPARISON OF BERMUDA, CAYMAN ISLANDS AND BRITISH VIRGIN ISLANDS FUNDS 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. BERMUDA CAYMAN BRITISH VIRGIN ISLANDS 2. FUND VEHICLES A fund may be a company, segregated A fund may be a company, segregated A fund may be a business company, accounts company, limited liability portfolio company, limited liability segregated portfolio company, unit trust, company, unit trust or limited company, unit trust or partnership. partnership or other body. partnership. 3. FUND CATEGORIES: UNREGULATED 1. Unregulated Funds 1. Unregulated Funds 1. Unregulated Funds E.g. private funds/excluded funds E.g. private funds set up for a max. E.g. closed-ended funds such as including master funds with less of 15 investors and the majority of private equity funds. than 20 investors and which do investors (whether voting or non- not promote themselves to the voting) can appoint and remove Application fee: zero public generally. (No requirement fund operator(s) (i.e. directors, that investors be able to remove general partner or trustee as fund operator(s) (i.e. directors, applicable) (exemption from general partner or trustee as licensing and registration not applicable)). available for Master Funds (see below)). E.g. closed-ended funds such as private equity funds which are not E.g. closed-ended funds such as subject to the provisions of the private equity funds and certain IFA (defined below). overseas funds. No filing fees for Master Funds or Application fee: zero other authorization expenses if such Master Fund has less than 20 registered investors. Application fee: zero 4. FUND CATEGORIES REGISTERED Legislation: Legislation: Legislation: Investment Funds Act 2006 (the The Mutual Funds Law (2015 Revision) Securities and Investment Business Act “IFA”) (the “Law”) (“SIBA”) 1. Class A Exempt Funds 1. Registered Funds 1. Incubator Funds Open to ‘qualified participants’ Set up for min. investment of Set up for max. of 20 investors, (e.g. sophisticated investors) and US$100,000 or interests listed on a each of which must invest at least investment managers with certain recognised stock exchange. US$20,000. qualifications (see below). Application Fee: CI$3,500/US$4,270 Application Fee for Approval: US$1,500 No regulatory approval required; conyers.com | 4 COMPARISON OF BERMUDA, CAYMAN ISLANDS AND BRITISH VIRGIN ISLANDS FUNDS BERMUDA CAYMAN BRITISH VIRGIN ISLANDS filing only. Annual Fee: CI$3,500/US$4,270 Annual Renewal Fee: US$1,000 Application Fee: US$1,545 Annual Fee: US$1,545 2. Approved Funds 2. Class B Exempt Funds Set up for up to 20 investors. Only open to qualified Net assets under management participants. must not exceed US$20 million. Application Fee: US$1,030 Application Fee for Approval: US$1,500 Annual Fee: US$1,030 Annual Renewal Fee: US$1,000 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) Annual Renewal Fee: US$1,000 5. FUND CATEGORIES: REGULATED Legislation: Legislation: Legislation: Investment Funds Act 2006 (the The Mutual Funds Law (2015 Revision) Securities and Investment Business Act “IFA”) (the “Law”) (“SIBA”) 1. Institutional Funds 1. Administered Funds 1. Professional Funds Only open to qualified participants Licensed Cayman administrator Only open to “professional or set up for min. investment of appointed to provide principal investors” and set up for min. $100,000. office. investment of $100,000 (unless an “exempted investor” i.e. the Application Fee: US$855 Application Fee: CI$3,500/US$4,270 manager, promoter and their Annual Fee: US$968 Annual Fee: CI$3,500/US$4,270 employees, the administrator or the underwriter). 2. Standard Funds 2. Licensed Funds Application Fee for Recognition: Generally retail funds. Licensed as a regulated fund by the Cayman Islands Monetary Authority US$700 All other funds not otherwise (“CIMA”). classified or exempted/excluded. Initial Fee on Recognition: Application Fee: CI$3,500/US$4,270 Application Fee: US$855 US$1,000 (on or before June 30 in any Annual Fee: CI$3,500/US$4,270 year; US$500 thereafter) Annual Fee: US$1,535 Annual Renewal Fee: US$1,000 3. Administered Funds 2. Public Fund Requires the appointment of a fund administrator recognized by (business company or unit trust) the Bermuda Monetary Authority May offer interests to the public in (“BMA”) and either (i) a minimum accordance with SIBA. investment of US$50,000; or (ii) fund interests listed on a BMA Application Fee for Registration: conyers.com | 5 COMPARISON OF BERMUDA, CAYMAN ISLANDS AND BRITISH VIRGIN ISLANDS FUNDS BERMUDA CAYMAN BRITISH VIRGIN ISLANDS recognised stock exchange. US$700 IFA licensed administrator. Initial Fee on Registration: Application Fee: US$855 US$1,500 (on or before June 30 in any year; US$750 thereafter) Annual Fee: US$968 Annual Renewal Fee: $1,500 Specified Jurisdiction Funds (Japan) Master Funds Recognised Foreign Funds Recognised to be marketed to the Has one or more regulated feeder Overseas funds already regulated Japanese public. funds (i.e. mutual funds that and supervised by an FSC conduct more than 51% of their (Financial Services Commission) Based on a “Standard Fund” investing through another mutual approved jurisdiction may be structure fund). recognised in the BVI. Application Fee: US$855 Application Fee: CI$2,500/US$3,050 Application Fee for Recognition: Annual Fee: US$1,535 Annual Fee: CI$2,500/US$3,050 US$700 Initial Fee on Recognition: $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 Filing for incorporation made to Filing for incorporation made to the Registrar of Companies. Registrar of Companies. Registrar of Corporate Affairs. Incorporation can generally be Incorporation can generally be Incorporation can generally be completed within 24-48 hours completed within 24-48 hours after completed within 24-48 hours after after collection of due diligence collection of due diligence the memorandum and articles are documentation. documentation. in final form. Bye-laws, prospectus and Articles of association, prospectus For Private and Public Funds, agreements must be finalised and agreements must be finalised prospectus and various before launch. before CIMA filing and launch. agreements must be finalised and government approvals received Registered Funds: Registered and Regulated Funds: before launch. CIMA will generally confirm 1. Class A Exempt Funds: Filing with approval of registration within 5 Incubator and Approved Funds BMA of a confirmation of eligibility days. may commence business 2 clear certificate and offering business days after submitting a memorandum. No further completed application. approvals or requirements. Private/Public Funds: must apply to 2. Class B Exempt Funds: Filing with be recognised/registered by the BMA of an offering memorandum. FSC before launch (approx. 14 BMA approval of exemption must days). be obtained before launch (approx. 5 days). Professional Funds: may carry on business up to 21 days prior to Regulated Funds: BMA approval being recognised (provided that an of authorisation