Guidelines for Authorised Representatives Under the Securities and Investment Business Act (September 2013)

Summary

These guidelines from the BVI Financial Services Commission set out the framework for persons certified to act as Authorised Representatives under section 66(1) of the Securities and Investment Business Act 2010 (SIBA). Every SIBA licensee and public, private, professional or recognised foreign fund must appoint an Authorised Representative unless it has a significant management presence in the Virgin Islands. The Authorised Representative acts as the main point of contact with the Commission, holds required records, and handles fee payments and filings on behalf of the licensee or fund.

• Eligibility: Must be a BVI business company, a VI partnership, or an individual ordinarily or habitually resident in the Virgin Islands, and satisfy fit and proper criteria; applications are made using Form D of the Approved Persons Regime Guidelines.
• Independence: Corporate or partnership Authorised Representatives may not provide any services other than Authorised Representative services; existing regulated persons cannot act as Authorised Representative except through a separate subsidiary.
• Location: Must be based in the Virgin Islands and carry out day to day functions through VI resident individuals; re-domiciling outside the VI disqualifies the person from continuing to act.
• Ownership changes: Any acquisition or disposal of a ten percent or greater interest in the Authorised Representative requires prior written Commission approval.
• Governance: Prior written Commission approval is required before appointing a director or senior officer; corporate Authorised Representatives must maintain at least two directors, one VI resident, at all times.
• Reporting: Must report the persons responsible for day to day functions, submit a quarterly list of funds/licensees served, and maintain and produce financial records to the Commission on request.
• Cancellation: To cease acting, must submit a written request plus confirmation of good regulatory standing and other prescribed information, and comply with the Commission's separate Guidance Notes on Revocation or Cancellation.

The guidelines are intended to structure the Commission's ongoing supervision of the Authorised Representative regime and apply to anyone seeking or holding certification as an Authorised Representative for a SIBA licensee or mutual fund.

Key obligations

• Notify the Commission of any intended change of domicile no less than fourteen days before it takes effect, as re-domiciling outside the VI disqualifies the individual from acting as Authorised Representative
• Obtain prior written Commission approval before appointing any director or senior officer of the Authorised Representative
• Maintain, if a body corporate, a minimum of two directors at all times, at least one resident in the Virgin Islands
• Obtain prior written Commission approval before any person acquires, sells, transfers or charges a ten percent or greater interest in the Authorised Representative, and notify the Commission of any significant change to the approved ownership structure
• Provide the Commission with details of persons responsible for day to day functions at application, and no later than seven days after any change to those responsibilities
• Submit to the Commission, quarterly, the names of all funds and licensed entities for which Authorised Representative services are provided, no later than fourteen days after the end of the quarter
• Maintain proper financial records and make them available to the Commission upon request
• Carry out Authorised Representative services independently, with corporate/partnership Authorised Representatives prohibited from providing any other services
• To cancel certification, submit a written request together with confirmation of good regulatory standing, cessation details, and comply with Part I of the Guidance Notes on Revocation or Cancellation of Licences or Certificates of Regulated Persons

Applies to

SIBA licensees, public funds, private funds, professional funds, recognized foreign funds, Authorised Representatives (individuals, VI partnerships, BVI business companies)

Deadlines

• 14 days after the end of the quarter: Deadline to submit the quarterly list of funds and licensed entities served by the Authorised Representative
• 7 days after any future change in responsibilities: Deadline to notify the Commission of changes to persons responsible for day to day functions
• no less than 14 days prior to change taking effect: Notice period required before an Authorised Representative individual re-domiciles outside the Virgin Islands