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Beneficial Ownership Reporting Update in B.V.I. – From Filing Obligations to Enforcement Risks

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Beneficial Ownership Reporting Update in B.V.I. – From Filing Obligations to Enforcement Risks

In the past year, the British Virgin Islands (“B.V.I.”) beneficial ownership information (“B.O.I.”) reporting regime moved from consultation and transition to implementation and enforcement in ways that may affect more than companies and their beneficial owners. Areas of the law that are potentially affected, include (i) beneficial and legal ownership and title, (ii) proprietary rights, (iii) shareholder disputes, (iv) creditor rights and secured lending, (v) fiduciary obligations, (vi) registered agent duties, (vii) privacy, (viii) cross-border confidentiality, and (ix) potential public law challenges to administrative decision-making.that may affect more than companies and their beneficial owners. In his article, Joshua Mangeot, a leading advisor on the implementation of the B.V.I. economic substance and beneficial ownership reporting requirements, points out that these are areas of the law that areprovides an update on the B.V.I. position, focusing on points most likely to matter to international tax advisors, family offices, corporate and fiduciary service providers, trustees, private banks, fund managers, litigators, and end-clients using B.V.I. companies or limited partnerships in cross-border structures. It raises potential issues regarding (i) beneficial and legal ownership and title, (ii) proprietary rights, (iii) shareholder disputes, (iv) creditor rights and secured lending, (v) fiduciary obligations, (vi) registered agent duties, (vii) privacy, (viii) cross-border confidentiality, and (ix) potential public law challenges to administrative decision-making. Clearly, the adoption of the B.O.I. reporting regime can be viewed to be the equivalent of the proverbial camel’s nose under the tent.

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Are Holding Companies so 20th Century? A Look at Recent Developments in France

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Are Holding Companies so 20th Century? A Look at Recent Developments in France

Historically, holding companies have been used by corporate groups to place certain assets in certain locations to serve certain markets. They have also been used by individuals for wealth management and estate planning purposes. Today, holding companies located in an E.U. Member State or elsewhere are likely to face challenges when interacting with group members in France. Claims of treaty benefits are regularly challenged by French tax authorities. Whether the benefit is a tax treaty related withholding tax exemption on dividends or royalties or access to E.U. Directives such as the Parent-Subsidiary Directive, French tax authorities regularly challenge claims of an entitlement to the anticipated tax benefit. In her article, Emilie Lecomte, a Partner in the Tax Department of SQUAIR Law Firm, Paris, explains the risks faced by a foreign holding company that expects to benefit from favorable tax regimes for French-source income. Recent cases are discussed

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New B.O.I. Regulations Under the C.T.A. are Issued by FinCEN

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New B.O.I. Regulations Under the C.T.A. are Issued by FinCEN

On Friday, March 21, 2025, the Financial Crimes Enforcement Network (“FinCEN”) submitted an interim final rule narrowing the existing beneficial ownership information (“B.O.I.”) reporting requirements under the Corporate Transparency Act (the “C.T.A.”). Entities previously defined as “domestic reporting companies” now are exempted from the reporting requirements. They do not have to report B.O.I. to FinCEN, or update or correct B.O.I. previously reported to FinCEN. With limited exceptions, the interim final rule does not change the existing filing requirement for foreign reporting companies. As a service to our readers, particularly those based outside the U.S., Insights has published significant excerpts from the preamble of the FinCEN interim regulations, with footnotes deleted. The preamble explains the change in rules, and does so in plain English.

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B.V.I.: Beneficial Ownership Reporting and Consultation on Access to Beneficial Ownership Information

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B.V.I.: Beneficial Ownership Reporting and Consultation on Access to Beneficial Ownership Information

As of January 2, 2025, a new beneficial ownership reporting regime has come into effect. This regime replaces the previous beneficial ownership reporting framework. New entities must identify and file adequate, accurate, and up-to-date beneficial ownership reports within 30 days of registration Existing Entities have until Julyl 2, 2025, to comply. On January 17, 2025, the B.V.I. Government launched a consultation on a draft policy regarding rights of access to the Register. In line with its commitments, access to information will be granted to persons demonstrating “legitimate interest” to information. The period for responses to the Consultation closes on February 28, 2025. Joshua Mangeot, a partner in the B.V.I. office of Harneys, explains how the new system addresses major issues, including the definition of a “legitimate interest” and circumstances in which disclosure will be viewed as posing a disproportionate serious risk for affected U.B.O.’s.

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The B.V.I., Cayman Islands, and Bermuda – Current Practice, Enforcement, and Emerging Trends

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The B.V.I., Cayman Islands, and Bermuda – Current Practice, Enforcement, and Emerging Trends

These three leading Caribbean international financial centers are members of the Caribbean Financial Action Task Force and have consistently implemented O.E.C.D. initiatives and E.U. requirements. They pride themselves in following international best practices. None of the regimes discussed below is a taxing regime. Consequently, their compliance focus is on information exchange, increased transparency and economic substance. Joshua Mangeot, a partner of the B.V.I. office of Harneys Celeste Aubee, an associate in the B.V.I. office of Harneys, explain the hurdles that have been overcome to remain in good standing with Europe and the U.S.

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Removing the Cloak: the Corporate Transparency Act of 2021 — New U.S. Legislation Targeting Global Corruption

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Removing the Cloak: the Corporate Transparency Act of 2021 — New U.S. Legislation Targeting Global Corruption

Over the years, a consensus developed overseas that the U.S. does not adhere to international beneficial ownership reporting standards. The U.S. is a member of the Financial Action Task Force, but did little to adopt the Task Force’s recommendations. Beginning in 2016, steps have been taken in the U.S. to change the view overseas. First, FinCEN adopted regulations requiring U.S. financial institutions to determine the natural persons who are the beneficial owners of accounts.  This was followed by the adoption of the Corporate Transparency Act of 2021 (“C.T.A.”) in 2021. The purpose of the C.T.A. is to create a national database of information regarding individuals who directly or indirectly hold substantial control over, or own a substantial interest in, certain domestic or foreign legal entities. Recently, final regulations were published that implement the reporting obligations of the C.T.A. In her article, Bari Zahn, the founding partner of Zahn Law Group, L.L.P. in New York City, provides a detailed explanation of who must report, whose information must be reported, and when the reporting will begin. 

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