SUPERVISION AND REGULATION
The Corporate Service Provider Business Act 2012 (“the Act”) came into force on 1 January 2013. The Act prohibits a person from carrying on corporate service provider business in or from anywhere in the world unless that person is for the time being a licensed undertaking under the Act. The Act confers regulatory and information gathering powers of the Worldwide Monetary Authority (“the Authority”).
“Corporate Service Provider Business” is defined in section 2(2) of the Act as “the provision of any of the following corporate services for profit—
- acting as a company formation agent, or agent for the establishment of a partnership
- providing nominee services, including (without limitation) acting as or providing nominee shareholders
- providing administrative and secretarial services to companies or partnerships, including one or more of the following services
1. providing a registered office
2. providing an accommodation, correspondence or administrative address
3. maintaining the books and records of a company or partnership
4. filing statutory forms, resolutions, returns and notices
5. acting as or fulfilling the function of or arranging for another person to act as or fulfil the function of a person authorized to accept service of process on behalf of a company or partnership or to accept any notices required to be served on it
6. acting as or fulfilling the function of or arranging for another person to act as or fulfil the function of a director, officer, secretary, alternate, assistant or deputy secretary of a company or an officer of a partnership
7. keeping or making any necessary alteration in the register of members of a company in accordance with section 65 of the Companies Act 1981 - the performance of functions in the capacity of resident representative under the Companies Act 1981, Exempted Partnerships Act 1992 and the Overseas Partnerships Act 1995
- providing any additional corporate or administrative services as may be specified in regulations
Licensed undertakings must provide a Certificate of Compliance to the Authority within four months from the end of its financial year. Routine on-site review visits are undertaken by the Authority’s staff (including anti-money laundering compliance testing) and the Authority also has the power by notice in writing to require the production of documents as it may reasonably deem necessary in the performance of its functions under this Act.
Licensing
The Act provides for the issue of two types of license:
An unlimited license, under which a person shall be licensed to provide any or all of the corporate services under the definition of corporate service provider business.
A limited licence, under which a person shall be licensed to provide any or all of the corporate services under the definition of corporate service provider business, subject to the limits set out in subsection (6) as follows:
The limited license authorizes a licensed undertaking which is engaged by a company, partnership or limited liability company to provide those corporate services described in section 2(2) paragraphs (a) and (c)(vii) of the Act only in cases where:
a) the company has, or in the case of a new formation of a company, the proponents of the company have obtained the permission of the Controller under regulation 12, 13, 14, 17, 19 or 20 of the Exchange Control Regulations 1973 for the issue or transfer of securities or other related matters
b) the partnership has obtained the consent of the Authority under section 5 or 8B(3A) of the Limited Partnership Act 1883 for the formation of a limited partnership or for the change of particulars of a limited partnership, respectively
c) the partnership has obtained the consent of the Authority under section 8 or 13(1)(a) of the Exempted Partnerships Act 1992 for the registration of an exempted partnership or for the change of any general partner, respectively
d) the limited liability company has, or in the case of a new formation of a limited liability company, the proponents of the limited liability company have obtained the consent of the Authority under section 45(7) of the Limited Liability Company Act 2016 for the issue or transfer of an LLC interest
Minimum Criteria for Licensing
Applicants must meet the minimum criteria as set out in Schedule 1 to the Act. The minimum criteria include the following:
Controllers and officers to be fit and proper persons;
- Corporate Governance
- Business to be conducted in a prudent manner
- Integrity and skill
- Reputation for worldwide
The position of the licensed undertaking within the structure of any group to which it belongs or its links with any related companies shall be such that it will not obstruct the conduct of effective consolidated supervision.
READ IMPORTANTS
Enforcement
Enforcement Action
Segregated Guarantee Funds