BRITISH VIRGIN ISLANDS Law and Practice Contributed by: Michael Gagie, Andrew Wood, Ruairi Bourke and Joanna Russell, Maples Group
any express provisions to the contrary in the limited partnership agreement) in the interests of the limited partnership. The BVI limited partnership regime demonstrates a handful of technical refinements over and above those of certain other popular jurisdictions in the investment fund industry. For example, while it is not uncommon for limited partnership legislation to permit the use of non-domestic entities as general partners, under the LP Act a non-BVI entity does not need to first register as a foreign company in the BVI to be eligible to act as general partner of a BVI limited partnership. BVI limited partnerships may also be formed with a separate legal personality – an option that is not available in all other competitor jurisdictions. While this does not make them separate bodies corporate, it does permit any charge created over an asset of a BVI limited partnership that is then registered with the Registrar of Limited Partnerships in the BVI (the “Registrar”) to have priority over any other charge over the same asset that is either unregistered or registered subsequently. The registration process for BVI limited partnerships is straightforward and requires only submission to the Registrar of a registration statement (signed by each general partner) containing certain prescribed limited partnership information, a letter of consent from the limited partnership’s proposed registered agent in the BVI and confirmation of whether the limited partner - ship is to be formed with separate legal personality, together with the payment of the requisite USD750 government registration fee. Registration will usually take up to four working days, with the date of filing being the effective date of the registration. Investment Business (Approved Managers) Regulations (As Revised) (the “Approved Managers Regime”) Prior to the introduction of the Approved Managers Regime, all BVI managers of open- and closed-end funds were required to be fully licensed under the Securities and Investment Business Act (As Revised) (SIBA), which requires full compliance with the regula - tory requirements of SIBA, the BVI’s Regulatory Code
(As Revised) and the BVI’s anti-money laundering regime. The Approved Managers Regime was introduced to address the fact that the systemic risk posed by start- up and existing mid-sized managers of both open- and closed-end funds is generally acknowledged to be lower than for those managing larger sums of investor money; application of the same regulatory requirements for all managers would lead to a dis - proportionate level of regulatory compliance costs for smaller managers. The Approved Managers Regime is available to any qualifying BVI manager who acts as: • an investment manager or investment adviser to private or professional funds recognised under SIBA, feeder funds into such funds and affiliates of those funds, as well as funds from “recognised jurisdictions” that have equivalent characteristics to BVI private or professional funds, provided the assets under management in such open-end struc - tures are USD400 million or less; • an investment manager or investment adviser to closed-end funds incorporated, formed or organ - ised under the laws of the BVI or any recognised jurisdiction and that have the characteristics of a private or professional fund, together with their feeders and affiliates, provided the assets under management (ie, aggregate capital commitments) in such closed-end structures are USD1 billion or less; and/or • an investment manager or investment adviser to such other person as the BVI Financial Services Commission (FSC) may approve on a case-by- case basis on application – this can include man - aged accounts. The “recognised jurisdictions” for these purposes are currently Argentina, Australia, the Bahamas, Belgium, Bermuda, Brazil, Canada, the Cayman Islands, Chile, China, Curacao, Denmark, Finland, France, Germany, Gibraltar, Greece, Guernsey, Hong Kong, Ireland, the Isle of Man, Italy, Japan, Jersey, Luxembourg, Mal - ta, Mexico, the Netherlands, New Zealand, Norway, Panama, Portugal, Singapore, South Africa, Spain,
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