Mutual fund segregated portfolio company
A BVI mutual fund, as defined by the Securities and Investment Business Act (SIBA), set up as a segregated portfolio company. The Financial Services Commission (FSC) must approve it, and it must be recognised or registered as a fund.
- Entiva fee to form
- $5,679
- Government fees to form
- $4,475
- Run plan
- $249 a month
- Steps to form
- 11
- Ongoing filings
- 7
- Ways to close
- 4
Who it suits, and what defines it.
Governed by the BVI Business Companies Act, ss.134-159, and SIBA Part III.
Who it suits
- Mutual funds that want ring-fenced portfolios in one company.
Key facts
- FSC approval
- Needed before incorporation or registration
- Fund status
- Recognised or registered under SIBA
- Authorised representative
- FSC-certified, at all times
- FSC application fee
- US$1,500 plus US$350 per portfolio
- FSC annual fee
- US$1,500 plus US$350 per portfolio, up to US$10,000
- FSC fee due
- 31 March each year
- Registry annual fee
- US$550, or US$1,350 above 50,000 shares
- Statute
- BVI Business Companies Act, ss.134-159, and SIBA Part III
What the law requires.
8 rules, each in plain words.
FSC approval before incorporation or registration as an SPC
The application is made in the approved form (reg 3).
A BVI registered agent files the incorporation
Only the registered agent may file with the Registrar (ss.6, 232).
Fund recognition or registration under SIBA
The fund can be private, professional or public, and needs an FSC-certified authorised representative (SIBA s.65).
Notify the FSC of portfolio changes and changes in information
Notification is due within the prescribed periods.
Register of directors filed with the Registrar
Within 15 days of the first appointment, and within 30 days of any change (s.118B).
Register of members filed with the Registrar
Within 30 days of incorporation and of any change, and the filing is private (s.43A).
Beneficial ownership details filed with the Registrar
Within 30 days of incorporation (s.96A).
Annual financial return lodged with the registered agent
Within 9 months of the financial year-end (s.98A).
How Entiva forms it.
11 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
11 steps- 1Request consent to use a restricted word
Needed only if the name contains a restricted word. Government fee US$200.
- 2Reserve the company nameOnly if needed
Optional. The Registrar holds the name for 90 days. Government fee US$50.
- 3Apply for FSC approval
The FSC must approve before the company is incorporated or registered. Application fee US$1,500 plus US$350 per portfolio.
- 4Incorporate the company
The registered agent files once the FSC has approved. Registrar's fee US$550, or US$1,350 above 50,000 shares.
- 5Appoint the first directors
Done by the registered agent within 15 days of incorporation. Each director consents in writing first.
- 6File the register of directors
Filed privately within 15 days of the first appointment. Government fee US$100.
- 7File the register of members
Filed privately within 30 days of incorporation. Government fee US$50.
- 8File beneficial ownership details
Due within 30 days of incorporation. Filed privately. Government fee US$125.
- 9Apply to recognise the fundOnly if needed
Only for a fund. A private fund needs recognition before it starts business; a professional fund within 14 days of starting.
- 10Appoint an authorised representative
A fund must always have one certified by the FSC. A replacement is due within 21 days if one ceases.
- 11Enrol for FATCA and CRS reportingOnly if needed
Only if the company is a financial institution. It covers US FATCA and the Common Reporting Standard (CRS); CRS enrolment is due by 30 April of the year after it becomes one.
Documents
8- Application to incorporate a mutual fund SPC, in the FSC form
- SIBA recognition or registration application
- Proposed memorandum and articles
- Offering document for each initial portfolio
- Appointment documents for the fund's service providers
- Authorised representative's engagement and consent
- FSC written approval
- Certificate of incorporation, issued by the Registry
Who takes part
6- The fund promoter instructing the formation, with photo ID and proof of address
- Every director, with photo ID and proof of address
- Each owner of 10% or more of the SPC or of any portfolio, with source of funds and wealth
- Anyone who controls the fund, with source of funds and wealth
- The authorised representative, whose FSC certification is checked
- The administrator, manager and custodian, whose licences are checked
What has to be filed, and when.
Entiva tracks every deadline from the day it is formed, and files before each one.
Every year, and as things happen
7 filings- Pay the FSC annual fund fee
By 31 March: US$1,500 plus US$350 per portfolio, up to US$10,000
- Pay the annual Registry fee
Each year: 31 May if formed January to June, 30 November if July to December
- Lodge the annual financial return
Within 9 months of the financial year-end
- File the economic substance declaration
Within 6 months of the end of each financial period
- File audited fund financial statements
Within 6 months of year-end for a fund; the FSC can extend to 15 months
- File the FATCA and CRS reports
Each 31 May, for a reporting financial institution
- Pay the annual fee for the BVI reporting system (BVIFARS)
US$185 by 1 June each year, for a reporting financial institution
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
10 changes- Appoint a director
- Transfer shares
- Issue new shares
- Create a new segregated portfolio
- Terminate a segregated portfolio
- Notify the FSC of changed information
- Change the registered office
- Change the company name
- Amend the memorandum or articles
- Update beneficial ownership details
How it closes.
4 routes. The right one depends on whether it can pay its debts, and who starts it.
Solvent liquidation
For a company that can pay its debts, once the directors have signed a declaration of solvency.
- 1
Directors declare the company solvent
- 2
Get FSC consent (US$100) and liquidator approval (US$200)
- 3
Appoint the liquidator and file the notice within 14 days
- 4
Advertise the liquidation within 30 days
- 5
File the completion statement and dissolve the company
Insolvent liquidation
For a company that cannot pay its debts.
- 1
Give the FSC 5 business days' written notice of the resolution
- 2
Appoint an insolvency practitioner as liquidator
- 3
Report insolvency found during a voluntary liquidation
Strike-off and restoration
The Registrar starts a strike-off, for example for unpaid fees. The company can ask to be restored.
- 1
Respond to the Registrar's strike-off notice
- 2
Apply to restore within 5 years of the Gazette notice
- 3
Apply to the Court to restore the company
Continuation out or merger
When the company moves to another country or merges with another company.
- 1
Continue the company out to a foreign jurisdiction
- 2
File the notice of continuance
- 3
Merge into a surviving BVI company
- 4
Merge into a foreign company
What Entiva does for you.
From the first filing to the last.
Mutual fund segregated portfolio company
- Prepares the FSC approval application and submits it before incorporation.Formation
- Prepares the resolution and notice appointing the fund's authorised representative.Formation
- Prepares the FSC annual fee for each portfolio and pays it by 31 March.Ongoing
- Files the audited financial statements with the FSC within 6 months of year-end.Ongoing
- Tracks the due date and pays the annual Registry fee, passed on at cost.Ongoing
- Collects the economic substance data and files it once a director approves.Ongoing
Build it with the API.
Every step on this page is an action in the Entiva API, with its documents, signatures and filing.
What it costs, item by item.
Every Entiva fee and every government fee, from forming it to closing it.
Forming it
$5,679one-off
- Government fees
- $4,475
Steps marked only if needed are not counted.
Closing it
From $2,799
- Entiva fee
- Fixed, quoted first
- Government fees
- At cost
Included in the Run plan
- Registered agent in the BVI
- Lodge the annual financial return
- File the economic substance declaration
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Apply for FSC approval
- Incorporate the company
- Apply to recognise the fundOnly if needed
- Appoint an authorised representative
- Enrol for FATCA and CRS reportingOnly if needed
- File audited fund financial statements
- File the FATCA and CRS reports
- Create a new segregated portfolio
- Terminate a segregated portfolio
- Notify the FSC of changed information
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $5,679, one-off. Government fees are passed through at cost.
US$1,500 for the company plus US$350 per portfolio in the application.
Each extra initial portfolio adds US$800.
Late penalties: initial US$300 first month or part, US$350 per further month up to 2 months, then US$400 per month up to 3; change US$300 per month up to US$3,600.
Late penalties: initial US$200 first month or part, US$250 per further month up to 2 months, then US$300 per month up to 3; change US$200 per month up to US$2,400.
Late filing: US$500 for the first month, US$550 per month for months 2-3, US$600 per month after that.
Every entity required to be enrolled pays the US$185 annual BVIFARS fee by 1 June, which is a separate action.
Excludes steps marked only if needed.
Every year
The Run plan costs $249 a month ($2,988 a year).
$1,500 for the company plus $350 per portfolio in existence on the preceding 31 December; maximum $10,000. Late: $250 for each month or part.
Late penalty: 10% of the fee if paid before 2 months after the due date, 50% after that.
A first determination carries US$5,000 to 20,000.
The US$185 annual BVIFARS fee is a separate action.
Changes
Routine changes are included in the Run plan.
Late filing: US$300 per month or part, up to US$3,600.
Late filing costs US$200 per month or part, up to US$2,400.
Late filing costs US$200 per month, up to US$2,400.
Business company SPC: US$250 notification fee, plus an initial fee per portfolio of US$400 if created on or before 30 June or US$350 from 1 July.
Late notifications by a non-regulated SPC: 15% of the notification fee per month.
Adding costs US$425.
Late filing costs a company US$500 per month or part, up to US$6,000, and an LP US$250 per month or part, up to US$5,000.
Closing it
Closing is a fixed-fee project, quoted before it starts.
Notice of appointment US$150. Regulated persons also pay US$100 FSC consent and US$200 for approval of the liquidator.
Failing to file or advertise carries an administrative penalty of up to US$10,000.
Completion statement US$100 plus certificate of dissolution US$100.
Within 12 months of dissolution: US$200 application plus US$500 for restoration and certificate, total US$700. After 12 months: US$400 plus US$1,200, total US$1,600.
Application within 12 months of dissolution: filing the order US$400 plus restoration and certificate US$2,000, US$2,400 in total. After 12 months: US$600 plus US$4,000, US$4,600 in total.
Follow-on child actions are quoted at cost: register of members change US$75, register of directors change US$50, beneficial ownership change US$75.
Raised from US$1,000 on 1 January 2023.
Entiva fees are in US dollars. Government fees are in the currency each authority charges, passed through at cost when the filing is made. Taxes are separate.
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