Approved Manager Registration in the BVI

Approved managers are supervised by the BVI Financial Services Commission (FSC). This supervision includes ensuring compliance with the BVI’s financial services laws and regulations, including those related to AML/CTF.

The BVI approved manager concept is a simplified type of regulation for BVI-registered investment managers and investment advisers who manage funds below specified asset thresholds, providing them with a lighter regulatory regime than fully licensed fund managers. As such, the regime supplements the more comprehensive investment business licensing regime under Part I of the Securities and Investment Business Act 2010 (SIBA).

Persons who qualify as an approved manager under the Investment Business (Approved Managers) Regulations (Regulations) are not required to obtain a license under SIBA or to be subject to the Regulatory Code. However, it does not preclude them from applying for and obtaining a license under SIBA if they so wish.

Typically, the approval procedure is fast and straightforward, making this an appealing and sought-after option for both aspiring and existing qualified investment managers and advisors.

To obtain approved maner status and provide your business interests with reliable and professional legal support, contact us.

The process of getting approved manager status in the BVI is simple and fast

Key Numbers about Approved Manager in the BVI

at least 2

directors

$1,200

application fee

$1,800

approval fee

$400 million

aggregate of the assets under management for open ended funds that cannot be exceeded

$1 billion

total capital commitments for closed-end funds that cannot be exceeded

no

capital requirements

Legal Opinion about Approved Manager in the BVI

Ganna Voievodina

Manimama, CEO

"I would say that having the BVI approved manager status adds credibility and trust in the eyes of investors. It opens the door to a wider range of investment opportunities and clientele as it demonstrates a commitment to professionalism and compliance in the financial services industry. The Manimama team will help you through the process of getting approved manager status quickly and smoothly".

Permissible Activities for the Approved Manager

The investment business functions of an approved manager are that it may act as an investment adviser or investment manager in relation to:

  1. a private fund or professional fund
  2. a closed-ended fund that is incorporated as a company, formed as a partnership or organized as a trust, under the laws of the Virgin Islands or any recognised jurisdiction and has the characteristics of a private or professional fund
  3. a person who is affiliated to a fund structure falling within paragraphs (1) or (2)
  4. any fund that is incorporated as a company, formed as a partnership or organized as a trust, under the laws of a recognised jurisdiction and has equivalent characteristics to a private or professional fund
  5. such other personas the FSC may approve on a case by case basis upon application
  6. a person that:
    1. is incorporated as a company, formed as a partnership or organized as a trust, outside the Virgin Islands in a non-recognised jurisdiction;
    2. has equivalent characteristics to a private fund, professional fund or a closed-ended fund; and
    3. invests all or a substantial part of its assets in one or more fundstructures falling within paragraph (1) or (2).

According to the guidance to the Regulations, the following characteristics apply to a closed-end fund or open-end fund registered, formed or organized within recognized jurisdictions:

1) Private fund:

  • the fund is not authorized to have more than 50 investors or
  • the invitation to subscribe for, or purchase, fund interests in the fund must be made on a private basis (private basis considerations include making shares available to specified persons and issuing invitations on the basis of private or business connections)

2) Professional fund:

  • the fund interests of the fund shall be issued only to professional investors and
  • the initial investment of each investor, other than an exempt investor, is not less than $100,000, or its equivalent in any other currency

Choose the Package of Services

Advanced

Ordinary set up to start business with necessary documentation

€18,000

  • Company formation in the BVI
  • Set of corporate documents
  • Individual AML/KYC policies
  • Approved Manager application
  • Provision of registered agent, registered office, authorized representative and related corporate services in the BVI
  • Searching, selecting and contracting an MLRO
Order now

Basic

Basic list of necessary documents and company formation

€14,000

  • Company formation in the BVI
  • Set of corporate documents
  • Standard AML/KYC policies
  • Approved Manager application
Order now

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How to get an Approved Manager Status

The approved manager - it is a person who:

  • is a BVI business company / a limited partnership registered under the Partnership Act AND
  • submits an application to be approved as an approved manager AND
  • is approved by the FSC

An entity who wishes to be considered for approval as an approved manager must submit an application to the FSC in the prescribed form at least 7 days before the intended date of commencement of the relevant business, unless the FSC accepts a shorter period in writing.

The applicant may commence and carry on business for a period of up to 30 days from the date of application. This period may be extended for a further 30 days on application by the FSC (either at the applicant's request or at the FSC's own volition).

If the FSC does not approve the application within the original 30 days or any approved extended period, the manager must cease to carry on the relevant business at the end of the original 30 days or any approved extended period.

If the FSC approves the application, then the applicant will be issued with a Certificate of Approval to act as an approved manager and registered in the register of approved investment managers by the FSC.

Required Documents

The application form to act as an approved manager must be signed by a director or general partner of the applicant and be accompanied by the following documents and information:

  • A copy of the applicant’s constitutional documents: Certificate of Incorporation / Limited Partnership; Memorandum of Association / Deed of Partnership; Charter / Article of Association
  • The details of each director or general partner and senior officer of, and each person who owns or holds an interest in, the applicant (their copies of resume or CV)
  • A written declaration by the applicant that each director or general partner and senior officer of, and each person who owns or holds a significant interest in, the applicant is fit and proper in accordance with Schedule 1A of the Regulatory Code
  • The number and details of the funds that the applicant intends to act for upon commencement of relevant business
  • The date on which the applicant intends to commence relevant business
  • A copy of the investment advisory or investment management agreement between the applicant and each person that the applicant intends to act for upon commencement of relevant business
  • A written confirmation as to which individual will be carrying out the day-to-day investment business functions of the applicant
  • A written confirmation as to whether or not the applicant has delegated or intends to delegate any of its relevant business functions
  • A written confirmation from the applicant’s legal practitioner that the legal practitioner has agreed to act for the applicant
  • A written declaration by the applicant’s authorized representative or legal practitioner that the application for approval as an investment manager is complete and meets the application requirements of the Regulations

The application must also include the application fee of $1,200.

Requirements for the Approved Manager in the BVI

Number of Directors
  • At least 2 directors, one of whom must be an individual (there is no residence requirement for a director)
  • In the case of the manager constituted as a limited partnership, it must, at all times, have at least 1 general partner
Authorized Representative

The manager shall at all times have an authorized representative (it is a a person who has been certified as such by the FSC under Section 64 of the SIBA)

Financial Statements

The manager is required to prepare and submit financial statements (which do not need to be audited) within 6 months of the end of its financial year and shall, for that purpose, be treated as if he or she were a relevant licensee under Part IV of the SIBA

Filing Annual Returns

The manager shall, no later than the 31st day of January of each year, file with the FSC a return in the prescribed form:

  1. stating that he or she is not in breach of the requirements of the Regulations that entitle him or her to continue as a manager
  2. confirming that each director and senior officer of, and shareholder with a significant interest in, the manager is fit and proper;and
  3. providing, as at the 31st day of December of the preceding year, details of:
    1. the persons for which he or she provides services;
    2. the assets under management of each person for which he or she acts;
    3. the number of investors in each person for which he or she acts; and
    4. any significant complaints received by the manager
Automatic Exchange of Information (AEOI) obligation

The manager is required to comply with international obligations on the reporting of financial information. AEOI falls within two regimes, commonly referred to as “FATCA” and “CRS”. Thus, the manager is required to report information to the BVI International Tax Authority

AML/CFT Requirement

The approved manager must appoint a Money Laundering Reporting Officer (MLRO) and notify the FSC of his/her appointment within 14 days of the appointment. It must be an individual that is not necessarily a resident of the BVI or an employee of the manager, but needs to fulfill the qualification requirements of the AML Regulations.
The approved manager must maintain policies and procedures with respect to client identification, record keeping, internal reporting and internal controls and communications.
In addition, approved managers are required to prepare and submit an AML/CFT Return by 31 March in each calendar year to the FSC.

Notification to the FSC
  • The manager shall, within 14 days of the change of any information submitted, notify the FSC in writing of the change, providing details of the change and a written declaration in the prescribed form as to whether or not the change complies with the requirements of the Regulations
  • The manager shall notify the FSC of any matter in relation to the manager or in the manager’s conduct of a relevant business, which has or is likely to have a material impact or a significant regulatory impact with respect to the manager or the relevant business

Restrictions on the Approved Manager

The approved manager is subject to caps of aggregate assets under management of $400 million for open ended funds and aggregate capital commitments of $1 billion for closed ended funds

Assuming that assets under management in respect of open-ended funds do not exceed $400 million or its equivalent in another currency or, in respect of closed-ended funds, capital commitments do not exceed $1 billion, the approved manager is not restricted in the number of funds for which it may act.

Where the manager manages both an open-ended fund and a closed-ended fund, the aggregate assets under management in relation to the open-ended fund and the amount prescribed for the closed-ended fund shall be segregated and treated separately.

The approved manager who exceeds the amount prescribed previously must cease to qualify as an manager unless, within 3 months of the date he or she ceased to qualify as the manager:

  • he or she no longer exceeds the prescribed amount
  • he or she submits an application to be licensed to carry on investment business under Part I of the SIBA or
  • the FSC, having regard to any risk that may be associated with the manager or any of the persons for which he or she acts, approves in writing that he or she may continue to function as a manager

Why seek legal assistance from Manimama?

Obtaining an approved manager status involves a thorough understanding of the legal landscape, familiarizing yourself with the necessary terms and conditions and gathering documents, which requires a considerable investment of time and effort. You can focus your energies on developing your business by letting us handle the complex legal aspects.

We will provide a hassle-free and simple way for you to become a BVI approved manager by offering you:

  • Transparent pricing: we adhere to the rates specified in the contract, with no hidden fees or surprises.
  • Efficiency and timeliness: with our legal expertise and experience, we can expedite the application process and minimize delays.
  • Peace of mind: by engaging us, you gain peace of mind knowing that your application to become an approved manager is being handled by professionals. This will enable you to concentrate on doing business, confident that the legal aspects will be handled correctly.

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