application for new · pdf fileapplication for new companies . international trustees limited...

In ternat ional T rustees L im i ted

APPLICATION

FOR NEW COMPANIES


Contents

Introduction and Key Contacts ............................................................................................................... 11

Company Formation Details ................................................................................................................... 33

Declarations ........................................................................................................................................ 1010

Statement As To Solvency, Tax Compliance And Money Laundering ............................................. 1111

Company Formation Checklist ........................................................................................................... 1312

Directors Acceptance Letter ............................................................................................................... 1514

Procedure Regarding Directorships .................................................................................................... 1615

Example Of Professional & Bankers Reference ................................................................................. 1816

Payment Options ................................................................................................................................. 1917

Option 1: .......................................................................................................................................... 1917

Payment By Credit Card: ............................................................................................................. 1917

Option 2: .......................................................................................................................................... 2018

Payment By Telegraphic Transfer Or Swift: ............................................................................... 2018


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Introduction and Key Contacts Osiris Trust Group

Osiris International Trustees Limited, and its subsidiaries, is a leading specialist provider of trust and fund services in the BVI. We offer a comprehensive range of bespoke tax driven vehicles to private, corporates or professional firms around the world. We are able to achieve successful wealth transfer for the settlor who is looking for a modern and flexible structure through the use of private or charitable trusts under the laws of the BVI. Osiris is regulated by the BVI Financial Services Commission and is a holder of an unrestricted Class I Trust licence under the Banks and Trust Companies Act, 1990.

The management team and staff of Osiris have accumulated many years of experience within the financial services industry, the vast majority of which has been gained in BVI and other international financial centres. We pride ourselves on delivering a reliable and responsive client focused service. The quality, expertise and dedication of our staff at Osiris allows us to meet our aspirations and to ensure that you receive the very best in client service and solutions in an efficient and cost effective manner Attractive Business Centre

The BVI is the world's leading domicile for international business company incoporations and the BVI business Companies Act, 2004 (as amended) created a new standard of corporate legislation. The particular benefits offered by BVI include an efficient and cost effective incorporation process enabled by the online capabilities of the Registrar of Companies, strength and depth of legal and administrative services to assist with structuring and operational aspects of carrying on business, tax neutrality for capital raising purposes and the cooperative relationship between public and private sectors which facilitates a commercially sensitive and business focused legislative and regulatory framework grounded in English common law.

KEY CONTACT LIST British Virgin Islands Physical address: Coastal Building, 2nd Floor, Wickham’s Cay II, Road Town, Tortola, British Virgin Islands Mailing Address: P.O. Box 2221, Road Town, Tortola, British Virgin Islands +1 284-494-9820(w) and +1284-494-6934 (fax) Miles Walton Group Managing Director [email protected] Kofi Havor Group Compliance Officer [email protected] Julia Lamberth Senior Investment Officer [email protected]


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Dustyn Molver Trust Manager [email protected] Aine Charles Trust Manager [email protected] Shereen St. Clair Corporate Manager [email protected] Dale George-Malone Corporate Administrator [email protected] Nikki Balucero Management Accountant [email protected] Colin Meegan Fund Accountant [email protected] Carol Atienza Fund Accountant [email protected] Tara Stout Accounts Administrator [email protected] Brianna Thomas Junior Corporate Officer [email protected] Nicols Charles Assistant Compliance Officer [email protected]

United Kingdom +44 207-078-7581(w) and +44 207-993-8596 (fax) Peter Todd Director [email protected] Tax Structuring Issues Legal Issues Carrol-Anne Todd Office Manager [email protected] Diane Bosman Corporate Counsel [email protected]

Ireland

+353 1406 6500 (w) and +1 302 397 2761(fax) Michael Walshe Financial Manager [email protected] Marichu Doza Fund Accountant [email protected] South Africa +27 021 979 4639(w) and +27 021-413-1994 (fax) Nicolaas Faure Executive Director [email protected] Colin Alexander Chief Operating Officer [email protected]


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Company Formation Details Please read the instructions carefully and complete as fully as possible. Write in block capital and tick the appropriate boxes where required or delete as appropriate. Use extra sheets if the space provided is not sufficient. Please do not hesitate to contact our corporate manager if you have any queries. Thank you.

The Incorporation Process

This incorporation pack sets out details of the information and documents required to incorporate a BVI Business Company (“BC”) in the BVI and include: • A BC incorporation application form (“Application Form”); • A description of our know your customer (“KYC”) requirements; • A form of director’s acceptance letter (“Director’s Acceptance Letter”); and • A schedule of professional service fees and disbursements.

First Stage:

Please send us three (3) names by email that you would like us to try and reserve for you, in order of preference. If available, we will reserve the name chosen for ten (10) days with the BVI Registrar of Companies, exclusively for your use. If the first preference is not available, we will then use the second preference and so on. If none of the names are available we will contact you to request alternatives. Please note that the name of the company must end with Limited, Corporation, Incorporation, Ltd., Corp., Inc. or S.A. (see company formation page)

Second Stage:

Once we have confirmed the name is available, we will require the following: 1. A completed and signed Application Form 2. A completed and signed but undated Director’s Acceptance Letter from each intended director; 3. Our retainer as specified in the fee schedule (wire details at back of application

form); and 4. The requisite KYC materials as listed in this package.


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BVI BUSINESS COMPANY APPLICATION FORM

British Virgin Islands 1. DETAILS OF CLIENT (a) Surname First Names ___________________________________________________________________________________________ (b) Full Address and Contact Details: Physical Address Postal Address Preferred Correspondence Address (for Correspondence and Invoices) __________________________ _________________________ ______________________________ __________________________ _________________________ ______________________________ __________________________ _________________________ ______________________________ __________________________ _________________________ ______________________________

Telephone No: Mobile: ____________________ Home: ____________________ Work: ______________

Facsimile No: Work: _______________________________ Home: ____________________________

E-Mail: _________________________________________________________________ Please indicate whether correspondence and invoices may be sent to this email address by circling: YES / NO (c) Nationality/Citizenship and Tax Residency. (Please also state Domicile if different) __________________________________________________________________________________________ 2. PROFESSIONAL ADVISORS NOTE: If you wish Osiris to communicate directly with all or any of these Professional Advisors in relation to the company,

their full details including contact numbers etc. should be provided to Osiris. (i) Attorney ___________________________________________________________________________ Name ___________________________________________________________________________ Firm's name ___________________________________________________________________________ Address ___________________________________________________________________________


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___________________________________________________________________________ Tel: _________________________Fax:_______________________________________________ Email: ___________________________________________________________________________ (ii) Accountant. ___________________________________________________________________________ Name ___________________________________________________________________________ Firm's name ___________________________________________________________________________ Address ___________________________________________________________________________ ___________________________________________________________________________ Tel: _________________________Fax:_______________________________________________ Email: ___________________________________________________________________________ (iii) Bankers ___________________________________________________________________________ Name ___________________________________________________________________________ Firm's name ___________________________________________________________________________ Address ___________________________________________________________________________ ___________________________________________________________________________ Tel: _________________________Fax:_______________________________________________ Email: ___________________________________________________________________________ 3. ASSETS OF THE COMPANY (a) General description, including valuation of assets to be transferred to the Company. Description Value Source _______________________________ ________________________ ___________________________ _______________________________ ________________________ ___________________________ _______________________________ ________________________ ___________________________


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(b) Will the Company require its own Bank Account – YES / NO. If “Yes,” please supply the details listed later under the Due Diligence requirements.

4. PROPOSED COMPANY NAMES IN ORDER OF PREFERENCE

Name ___________________________________________________________________________________________

Alternative

1_________________________________________________________________________________________ Alternative

2______________________________________________________________________________________ 5. DETAILED NATURE OF THE COMPANY’s PROPOSED BUSINESS ACTIVITIES ___________________________________________________________________________________________ ___________________________________________________________________________________________ ___________________________________________________________________________________________ Please do not merely state “holding company” or “investment” as this may delay the application. 6. Do you want Osiris to provide a director for the Company? Corporate Personal YES / NO YES / NO 7. DETAILS OF DIRECTORS (IF NOT OSIRIS) : Director 1 Name of Director: ___________________________________________________________ Place/date of birth ___________________________________________________________ Occupation and employer ___________________________________________________________ Nationality ___________________________________________________________ Passport Number ___________________________________________________________ Expiry Date ___________________________________________________________ No. of Shares: ___________________________________________________________ Address: (Correspondence) ___________________________________________________________ ___________________________________________________________


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Telephone No’s: Cell: __________________________ Home: _______________________ Fax: _________________ Email: ________________________________ Director 2 Name of Director: ___________________________________________________________ Place/date of birth ___________________________________________________________ Occupation and employer ___________________________________________________________ Nationality ___________________________________________________________ Passport Number ___________________________________________________________ Expiry Date ___________________________________________________________ No. of Shares: ___________________________________________________________ Address: (Correspondence) ___________________________________________________________ ___________________________________________________________ Telephone No’s: Cell: __________________________ Home: _______________________ Fax: _________________ Email: ________________________________ 8. SHARE CAPITAL Number of authorized Shares - Standard 50,000 shares of $1.00 par value unless otherwise stated

OR 50,000 shares (10 000 ordinary shares of $1.00 par value and 40,000 preferred shares of $1.00 par value and a coupon

rate of “X”%) to be determined by the Directors. 9. TOTAL NUMBER AND CLASS OF SHARES TO BE ISSUED Ordinary ________________________________________ Preferred ________________________________________


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10. DETAILS OF SHAREHOLDERS AND THEIR RESPECTIVE SHAREH OLDING Issuance No. 1 Name of Shareholder: ___________________________________________________________ Place/date of birth ___________________________________________________________ Occupation and employer ___________________________________________________________ Nationality ___________________________________________________________ Passport Number ___________________________________________________________ Expiry Date ___________________________________________________________ No. of Shares: ___________________________________________________________ Address:(Correspondence) ___________________________________________________________ ___________________________________________________________ Telephone No’s: Cell: __________________________ Home: _______________________ Fax: _________________ Email: ________________________________ Source of Funds ___________________________________________________________ Issuance No. 2 Name of Shareholder: ___________________________________________________________ Place/date of birth ___________________________________________________________ Occupation and employer ___________________________________________________________ Nationality ___________________________________________________________ Passport Number ___________________________________________________________ Expiry Date ___________________________________________________________ No. of Shares: ___________________________________________________________ Address:(Correspondence) ___________________________________________________________ ___________________________________________________________ Telephone No’s: Cell: __________________________ Home: _______________________ Fax: _________________ Email: ________________________________


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Source of Funds ___________________________________________________________ Issuance No. 3 Name of Shareholder: ___________________________________________________________ Place/date of birth ___________________________________________________________ Occupation and employer ___________________________________________________________ Nationality ___________________________________________________________ Passport Number ___________________________________________________________ Expiry Date ___________________________________________________________ No. of Shares: ___________________________________________________________ Address:(Correspondence) ___________________________________________________________ ___________________________________________________________ Telephone No’s: Cell: __________________________ Home: _______________________ Fax: _________________ Email: ________________________________ Source of Funds ___________________________________________________________ 11. Do you want Osiris to provide a nominee shareholder of the Company? YES / NO 12. Do you require assistance in opening a bank account for the Company? YES / NO 13. Do you want Osiris to perform the accounting? If no, who will be the accountant? YES / NO ___________________________________________________________ 14. What will be the year end of the company? _____________________________________________________ 15. Do you want Osiris to operate the bank account on the Company’s behalf? Please note that if Osiris are to act

as directors then Osiris will solely operate the bank account. YES / NO 16. DO YOU REQUIRE ANNUAL FINANCIAL STATEMENTS FOR THE COMPANY

(Compulsory if Assets over $200 000.00) YES / NO 17. ARE THERE ANY RELATED COMPANIES/TRUSTS CREATED BY T HE CLIENT?

_____________________________________________________________________________________________ _____________________________________________________________________________________________


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Declarations

(a) By signing this application, you irrevocably and unconditionally agree and undertake to fully indemnify Osiris International Trustees Ltd (OIT), any company or partnership legally or beneficially owned by or affiliated to or associated with OIT, and their respective subsidiaries and associates, where so ever each and any of them may be situate on demand against all actions, charges, claims, costs, damages, demands, expenses, liabilities, losses and proceedings (“Losses”“Losses”“Losses”“Losses”) which may be brought against, suffered or incurred by OIT (in each case whether directly or indirectly) in connection with the performance of services by OIT for or on behalf of the proposed company.

(b) By executing this application you agree to be bound by OIT’s standard terms and conditions of service, published at www.osiristrust.com (and specifically to remunerate OIT and those subsidiaries which provide services to you or to the company in accordance with OIT’s usual rates as they may be varied from time to time).

(c) OIT will use the information provided by you for the provision of legal, administration and accounting services as well as for marketing purposes. It may be necessary to disclose such information to third parties both in BVI and abroad for these purposes (including our offices in other jurisdictions and any banks with which the company intends to open a bank account). By returning this form to us you consent to such transfers of information. You have the right to apply for a copy of your information (for which we may charge you a fee) and to have any inaccuracies corrected.

(d) It is acknowledged that it is your responsibility to obtain independent fiscal advice on the effects of the administration of this entity and that you will continue to be responsible for obtaining advice in respect of all changes in fiscal legislation and/or practice that apply to you or as a result of changes or proposed changes in your residence or domicile. It is further acknowledged that OIT cannot be held responsible for the consequences of your not obtaining such advice on changes in legislation and/or practice by the appropriate fiscal authority.

(f) If this application is being completed and signed in the capacity of agent for the principal(s), by its execution below, such person signing represents and warrants that he/she has due and valid authority to enter into this application, to grant these declarations and to enter into the undertakings contained herein, in each case, for and on behalf of the principal(s) and that the terms of this application shall be binding upon, and enforceable against, the principal(s).

INCORPORATION REQUESTED BY:INCORPORATION REQUESTED BY:INCORPORATION REQUESTED BY:INCORPORATION REQUESTED BY: Name ___________________________________________

Signed ____________________________________ Date _____________________


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Note: If signing this document for and on behalf of a company, an association or other body, indicate the capacity in which you are acting.

Statement As To Solvency, Tax Compliance And Money Laundering

I the undersigned, ________________________________________________________________________ state as follows: 1. No particular event and/or transaction has occurred which I expect will develop into a controversy or problem with any

creditor in the future. 2. There are no pending or threatened claims or lawsuits against me. I am not a named Defendant in any lawsuit or involved in

any administrative proceedings as of this date. 3. I do not contemplate filing for bankruptcy or relief or similar proceedings in any jurisdiction, nor am I involved in any

situation that I reasonably anticipate would cause me to file any such proceedings in the future. 4. Following any transfer of my property at this time completed or contemplated to the company I was or in the case of

contemplated transfers will be solvent and able to pay my reasonably anticipated debts as they come due from the balance of my property after such transfer.

5. I, being a _______________________________________________________________________________________

(PLEASE STATE ABOVE what residence, citizenship and domicile you hold) Hereby certify that I have taken appropriate tax advice and will comply with all my tax reporting and compliance

requirements in relation to this ____________________________________________________________________ in (PLEASE ADD HERE the name of the trust or company (as appropriate) (PLEASE ADD HERE the names of the countries in which you are a resident, citizen or in which you are domiciled). 6. I have read and understand the Money Laundering Control Memorandum attached hereto and confirm and represent that

none of the assets which I have or may transfer have been derived from any of the activities specified in such Memorandum. _____________________________________ __________________________________ (Name) (Date)

MONEY LAUNDERING CONTROL MEMORANDUM

The specified activities consist of drug-trafficking offenses and financial misconduct. Drug-trafficking offenses include the manufacture, importation, sale, or distribution of controlled substances; the commission of acts constituting a continuing criminal enterprise; and transportation of drug paraphernalia. Covered financial misconduct includes the concealment of assets from a receiver, custodian, trustee, marshal, or other officer of the court, from creditors in a bankruptcy proceeding; the making of a fraudulent conveyance in contemplation of a bankruptcy proceeding or with the intent to defeat any bankruptcy law; the giving of false oaths or claims in relation to a bankruptcy proceeding; bribery; the giving of commissions or gifts for the procurement of loans; theft, embezzlement, or misapplication of bank funds or funds of other lending, credit, or insurance institutions; the making of fraudulent bank or credit institution entries or loan or credit applications; and mail, wire, or bank fraud or bank or postal robbery or theft.


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Other specified activities include counterfeiting, espionage, kidnapping or hostage-taking, copyright infringement, entry of goods by means of false statements, smuggling, removing goods from the custody of Customs officials, illegally exporting arms.


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Please be advised that we will not process this application unless we receive all the documents as detailed below, where applicable. Don’t hesitate to call our Compliance officer if you need help. Thank you for your co-operation.

Company Formation Checklist

Please tick the appropriate boxes

1. Beneficial Owner – Individual A. Passport or ID clearly showing specimen signature, passport expiry date, photograph of

bearer nationality and date and place of birth - Certified copy B. Confirmation of permanent residential address e.g., recent utility bill or bank statement or

credit card statement (not older than 3 months) – Original or certified copy C. A reference letter from an individual and a reputable bank ideally also confirming the

permanent residential address – (refer to sample in Annex 1) Original D. The person providing the reference must have known the individual for at least 2 years and

the letter must be printed on letter headed paper with a clear indication of the writer’s address and contact details.

2. Directors [non Osiris] A. Passport or ID clearly showing specimen signature, passport expiry date, photograph of

bearer nationality and date and place of birth - Certified copy B. Confirmation of permanent residential address e.g., recent utility bill or bank statement or

credit card statement (not older than 3 months) – Original or certified copy C. A reference letter from an individual and a reputable bank ideally also confirming the

permanent residential address – (refer to sample in Annex 1) Original D. Profile of Director (CV detailing track record, occupation, qualification, etc.)

E. Consent of Director form (p7) – Completed and signed in original

3. Shareholder – Corporate Body

A. M&A or Constitution and Certificate of Incorporation – Certified copy B. Certificate of good standing – Original or certified copy C. Resolutions approving the setting up of the company – Certified copy D. List of directors and officers of the company and the signing authority – Certified E. Due diligence on the beneficial owners of the company – Similar to 1 above F. Due diligence on the individual/s signing on behalf of the company – Similar to 1

above In respect of each individual director or member holding more than a 10% interest in such company, as entered into the above registers or their equivalent, a certified copy of a valid, passport picture page and an original or certified copy of a utility bill, each as noted above For office use only Trioka updated Documents verified


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Notes

Compliance Officer: Date:

Notes: Certification of DocumentationCertification of DocumentationCertification of DocumentationCertification of Documentation Copies of documents should be certified by one of the following: • Notary Public/Accountant/Lawyer/Advocate/Solicitor

• Director or manager of an authorized credit or financial institution (i.e. a recognized bank or regulated institution)

• Director, company secretary or manager of a licensed corporate services provider

• Senior civil servant/serving police officer

• A member of the judiciary

• A British Embassy official

In addition to signing the certification, the individual making a certification must append the date and their capacity and must testify that the document is a true and correct copy of the original, as follows: For a passport or other document containing a photographFor a passport or other document containing a photographFor a passport or other document containing a photographFor a passport or other document containing a photograph “I, [ ], hereby certify that I have seen and compared the original document and confirm that the photograph bears a true likeness to the individual and is a complete and accurate copy of the original.” Signature Date:

Position: e.g. Notary Public Contact Details For any other documentFor any other documentFor any other documentFor any other document “I, [ ], hereby certify that I have seen and compared the original document and confirm that the copy of the document is a complete and accurate copy of the original.” Signature Date: Position: e.g. Notary Public Contact Details Verification of Address Verification of Address Verification of Address Verification of Address Where there is a requirement for verification of a person’s residential address, please provide an original or certified copy of a rates or utility bill (gas, electricity, water etc.) dated within the last 3 months. Where this is not possible, the following are listed as suitable alternatives:

• A reference from a respected professional who knows the applicant (e.g. lawyer, accountant); • An account statement from a recognized bank or recognized bank credit card; and • A recent original mortgage statement from a recognized lender. Please note that mobile phone bills are not acceptable as proof of address.


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Directors Acceptance Letter

TO: The Secretary of _______________________________________________________________ (the “Company”) I/we hereby accept and agree to my/our appointment or election as a director of the Company with effect from the date of appointment or election, subject to and with the benefit of the regulations contained in the articles of association of the Company as the same may be amended from time to time. I/we designate the following telephone and facsimile numbers and email address for service of notice of all directors’ meetings. Notice by telephone or facsimile to either of the said numbers, or by email to the said address, will constitute good and sufficient notice to myself/ourselves until I/we advise you, in writing at the registered office of the Company, of any change in these particulars. Tel: ____________________________________________ Fax: ____________________________________________ Email: ____________________________________________ I/we hereby authorize you to enter my/our name and address in the register of directors of the Company as follows: Name: Address:

_________________________________ Signature


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Date: ____________________________

Procedure Regarding Directorships

1. Nominee Directorships In essence there is no such thing as a nominee director. You either are a director or you are not one. Therefore, where we accept a position to act as a director, we are doing so in substance, and will do our best to fulfill that role to the best of our ability.

2. Trading Companies Our general rule is that we will not accept a directorship of a trading company. In order to do so, a specific approval from our board is required, and even then, only after consultation with our insurers. In principle we will consider such appointments if we can add value, and if we can obtain specific insurance for acting in that capacity, at the expense of the trading company concerned.

3. Asset Management It follows from the above that our primary role in accepting directorships will be for family investment vehicles. In every case where we accept a fiduciary position, we will want to take an active role in the company. We must therefore be a required signatory on any banking accounts, as well as on any investment documentation. In every instance where assets involved are over $200 000, we require a full set of accounts to be produced, either by ourselves, or by someone acceptable to us.

4. Minority Positions

In general we will not accept a directorship where we are in a minority position. In order for us to accept such a position, a specific board approval is required.


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EXAMPLE OF PROFESSIONAL & BANKERS REFERENCE

(To be retyped onto their letterhead, and signed)

Original to be returned to Osiris International Tru stees Ltd

PLEASE DO NOT INCLUDE ABOVE INSTRUCTIONS ON REFEREN CES Date: Osiris International Trustees Ltd P.O. Box 2221 Road Town Tortola British Virgin Islands Dear Sir RE: MR/S I am pleased to confirm that I have known Mr/s for a period of years in my capacity as his/her (lawyer, advocate, judge, magistrate, chartered accountant). I can confirm that in that time he/she has conducted his/her affairs with integrity and I have no hesitation in recommending him/her to you as a client. I confirm that Mr/s residential address is as follows: ___________________________ ____________________________ ____________________________ ____________________________ ____________________________ Yours sincerely, XXXXXX


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PAYMENT OPTIONS

The following payment options are available for your convenience.

OPTION 1:

PAYMENT BY CREDIT CARD:

Please complete this section and fax or email to our BVI Head Office: Fax + 1 284 494 6934 or [email protected], together with a copy of the reverse side of your Credit Card or signature

verification.

I herby instruct Osiris International Trustees Ltd to debit my Credit Card with outstanding and annual renewal fees due in respect of

______________________________________________________________________________

(Please fill in your Trust/Company Name for identification purposes)

My Credit Card details are as follows:

Please note that your Credit Card Statement will reflect the reference “Osiris”.

Type of Card (Master Card/Visa only) Cardholder’s Name: Credit Card Number: Card Expiry Date: Signature of Cardholder: Full Name of Signatory: Date:


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OPTION 2:

PAYMENT BY TELEGRAPHIC TRANSFER OR SWIFT:

Please instruct your bank to transfer funds by telegraphic or SWIFT as follows:

Bank : Wachovia Bank, New York Swift Code or Routing No. : PNBPUS3NNYC or ABA# 026005092 For the initial credit of : First Caribbean International Bank P. O. Box 70 Road Town, Tortola British Virgin Islands Swift Code : FCIBVGVG Account No. : 2000192005393 For further credit to : Osiris International Trustees Limited Account No. : 213 011 723

Please quote your Trust/Company name as the Beneficiary reference.