Company Management Regulations (Revised 2020)

Summary

This is the Company Management Regulations (Revised 2020), a British Virgin Islands statutory instrument made under the Company Management Act. It sets out the approved application forms and procedures that persons must use when applying for a company management licence, for approval of share issues or transfers, for exemption from that approval requirement, and for approval of directors. It also carries several schedules, including the FSC's general approved-forms guidelines and a complaints-handling schedule applicable to regulated persons generally.

• Licence applications: Applications for a company management licence must be made in accordance with the Commission's Guidelines and forms set out in Schedule 1.
• Share issue or transfer approval: Applications for written approval of the issue, transfer or other disposal of shares or other interests must be made in duplicate using the Schedule 2 form.
• Exemption from share transfer approval: Applications for exemption from the approval requirement for share issues or transfers must be made in duplicate using the Schedule 3 form.
• Director approval: Applications for approval of a director's appointment must follow the Guidelines and forms in Schedule 4 (the FSC Guidelines for the Approved Persons Regime).
• Licensing exemption: A person who provides only directors, officers and nominee shareholders for companies is exempt from the licence requirement, unless the company is a subsidiary of a company management company.
• Complaints handling (Schedule): Regulated persons must establish and maintain a complaints procedure, make employees aware of it, keep a complaints register with prescribed details, and retain full complaint records for at least 5 years after the last response.

The document is largely procedural, prescribing the forms, guidelines and record-keeping standards the Commission expects from applicants and licensees rather than creating new substantive licensing categories.

Key obligations

• Applicants for a company management licence must use the forms and follow the Guidelines set out in Schedule 1.
• Applications for approval of issue, transfer or other disposal of shares or other interests must be submitted in duplicate on the Schedule 2 form.
• Applications for exemption from approval of share issue/transfer must be submitted in duplicate on the Schedule 3 form.
• Applications for approval of directors must be made in accordance with the Guidelines and forms in Schedule 4.
• A person relying on the director/officer/nominee shareholder exemption must ensure it does not fall within the excluded subsidiary category under section 4(3A) of the Company Management Act.
• Regulated persons must establish, maintain and communicate a complaints procedure to all employees and ensure compliance with it.
• Regulated persons must maintain a complaints register recording complainant details, dates, nature of complaint, investigation and action taken.
• Regulated persons must send a substantive response to a complainant within a reasonable period, expected to be within 4 weeks of receipt.
• Regulated persons must retain full complaint records for at least 5 years after the date of the last response.
• Senior management must review and sign off on completed complaint forms.

Applies to

company management licensees, applicants for a company management licence, persons providing director, officer and nominee shareholder services, regulated persons

Deadlines

• within 4 weeks after the date of receipt of the complaint: Expected timeframe for sending a substantive response to a complainant under the complaints procedure schedule.
• at least 5 years after the date of the last response: Minimum retention period for full complaint records.