Newsletter Issue #5: Welcome The new BVI laws Our Autumn companies sale More due diligence In-house demos Seychelles news Profile – Philippa Muwanga Bahamas buried under TIEA? Company searches IMF commends Mauritius OECD news If you haven’t tried getco-offshore yet FATF update Mauritius tax treaty update ©2004 getco-offshore Limited

UNDERSTANDING THE NEW BVI LEGISLATION This concerns the immobilisation of bearer shares, restrictions in the M+AA to prevent the issue of bearer shares and the maintenance of a Register of Directors. The Financial Services (Amendment) Act 2004 came into effect on 1 July 2004. The International Business Companies (Amendment) Acts of 2003 and 2004 both come into effect on 1 January 2005. Register of Directors IBCs are required to have a Register of Directors maintained at the company’s Registered Office. This is not public but is available for inspection by the authorities. IBCs incorporated before the IBC (Amendment) Act 2003 comes into force on 1 January 2005 will have up to 12 months, i.e. up to 1 January 2006, to establish and maintain a Register of Directors. IBCs incorporated after the 1 January 2005 will be required to comply with maintain such a Register from incorporation. No transitional provisions apply to new companies. getco-offshore recommends taking steps to make these arrangements now. Appointment of Directors Newly incorporated companies must appoint Directors within 30 days of incorporation as of 1 January 2005. The Bearer Share Declaration Existing companies, i.e. IBCs incorporated prior to 1 January 2005 whose M+AAs provide the power to issue bearer shares and who, during the transition period, amend their M+AA to prohibit the issue bearer shares are required to file the declaration that no bearer shares are in issue. IBCs incorporated on or after 1 January 2005 whose M+AA prohibit the issue of bearer shares will not be required to file the declaration. Companies incorporated on or after January 1, 2005 which subsequently amend their M+AA must file the declaration on the same date that they amend their M+AA to prohibit the issue of bearer shares. Any person who is empowered or authorised in writing to act on behalf of the company may file the declaration. Lodging bearer shares with a custodian Companies incorporated prior to 1, January 2005 have up to 31, December 2010 to ensure that all issued bearer shares are held by a custodian. Companies incorporated after 1, January 2005 whose M+AA do not prohibit the issue of bearer shares should deposit all bearer shares with a recognised or authorised custodian from their date of issue. At the end of the Transition Period At the end of the transition period, i.e. by 31 December 2010, all IBCs should be in full compliance with the provisions of the Act relating to the immobilisation of bearer shares. Effectively, all bearer shares issued should be deposited with custodians and those IBCs that still retain the power to issue bearer shares in their M+AAs will be required to pay a premium for this option. Licence Fees New companies which elect to retain the power to issue bearer shares will be charged a premium licence fee. Existing companies – those on the Register prior to 1 January, 2005 will have up to 31 December 2010 either to remove the power to issue such shares or to start paying the premium licence fee. However, the Government is considering applying a modest increase be added to the licence fee for those companies that retain the power to issue bearer shares during the final three years of the transitional period i.e. after 2007. Notes The ‘transitional period’ is now defined as the period up to and including 31 December 2010. as defined by The IBC (Amendment) Act 2004. ‘Existing companies’ means those formed before 1 January 2005. M+AA issued by getco-offshore for new companies already contain clauses restricting the issue of bearer share in order to comply with the new laws. Summary Existing companies have until 31 December 2006 to comply with the requirement to keep a Register of Directors at the Registered Office. New companies have no period of grace to comply with this. No changes will be made to fees applicable to companies incorporated prior to 1 January 2005. Existing companies which have bearer shares in issue must place them with an Approved Custodian, or exchange the shares for registered shares, by 31 December 2010. Existing companies which retain the right to issue bearer shares in their M+AA will be required to amend the M+AA by 31 December 2010 to preclude the use of bearer shares if they are to avoid a premium licence fee. If a new company retains the right to issue bearer shares it will be required to place any bearer shares with an Approved Custodian and pay the premium licence fee (expected to be $1,000). What you need to do Whilst the BVI Government has allowed a considerable amount of time to comply with the law it would be prudent to consider the future plans for your or your clients’ BVI companies and instruct us to carry out the work for you. You may request a quotation or instruct us on the attached form. This can be filled and e-mailed or printed and faxed. How getco-offshore can help getco-offshore can: Make the changes to your M+AA Convert existing bearer shares to registered and make the necessary entries in the Register of Members. Prepare and hold a Register of Directors at the Registered Office Make the Bearer share declaration on your behalf. Provide custody for bearer shares if these are to be maintained We anticipate that our BVI office will be an authorised custodian for bearer shares. Transferring your company If you would like us to quote for the ongoing management of your other BVI companies, we shall be happy to quote and it would be convenient to do this at the time of making the other changes. For more information, please contact Philippa Muwanga. The Laws Copies of these laws are available for download: International Business Companies (Amendment) Act, 2004 Financial Services Commission (Amendment) Act, 2004 The International Business Companies (Amendment) Act, 2003 is not yet available in digital form, but we are able to provide hard copies.