Corporate Compliance Function Services Guidance

Summary

This guidance from the BVI Financial Services Commission explains the framework under section 34A of the Financial Services Commission Act, 2001 that allows a BVI corporate entity to perform compliance function services on behalf of licensees, and sets out what licensees must do if they choose to use such a corporate entity instead of an in-house compliance officer.

• Eligibility criteria for corporate entities: Must be a BVI Business Company in active status at the Registry of Corporate Affairs, physically resident and carrying on business in the Virgin Islands, employ only VI-resident staff to perform compliance functions, and provide such services to VI-based licensees as its primary business.
• Application to the Commission: Corporate entities must submit Form A/2 plus registers of members and directors, ownership structure charts, biographies of shareholders/beneficial owners, Form A and supporting documents for each director, resumes and job descriptions of compliance staff, an overview of intended business activities, draft service agreements, and a non-refundable $500 application fee; a $2,000 approval fee applies once approved.
• Staff deployment restriction: A corporate entity may not assign any employee to act as a licensee's compliance officer unless that individual has been approved by the Commission for that specific licensee and formally appointed by the licensee.
• Licensee obligations when using a corporate entity: The licensee remains responsible for oversight of its compliance function; it must appoint and submit a Form A (with supporting documents) for a senior officer to oversee compliance, and separately for the individual within the corporate entity who will act as its Compliance Officer.
• Fees for licensee applications: Each of the two required applications (senior officer and corporate entity's compliance officer) carries a non-refundable $250 application fee payable by the licensee, and a $500 approval fee applies for each approval granted.
• Prohibition pending approval: A corporate entity is prohibited from performing a licensee's compliance functions until both required applications have been received and approved by the Commission.

The guidance is dated 1 November 2018 and does not itself impose new statutory deadlines beyond the application and fee requirements described above.

Key obligations

• A corporate entity must meet the section 34A eligibility criteria (BVI incorporation, active registry status, VI residency and staffing, VI licensees as primary business) before performing compliance function services.
• A corporate entity seeking approval must submit Form A/2 with the specified supporting documents and pay a non-refundable $500 application fee, plus a $2,000 approval fee if approved.
• A corporate entity must not deploy or assign any employee as a licensee's compliance officer unless that employee is approved by the Commission for that specific licensee and formally appointed by the licensee.
• A licensee using a corporate entity for compliance functions must submit a Form A and supporting documentation for a senior officer to oversee the compliance function.
• A licensee must submit a Form A and supporting documentation for the individual within the approved corporate entity who will act as its Compliance Officer.
• Each of the licensee's two required Form A applications requires a non-refundable $250 application fee, and a $500 approval fee applies for each approval granted.
• A corporate entity must not perform a licensee's compliance functions until both required applications have been received and approved by the Commission.

Applies to

corporate entities providing compliance function services, licensees regulated by the Commission