Corporate Service Providers

Providers of certain corporate and trust services are regulated in accordance with the Corporate and Trust Service Providers Act 2015-12 which was passed in Parliament on March 11, 2015 and later proclaimed on May 1, 2015.

These services are further described in subparagraph (2) of the First Schedule of the Act as follows:

Corporate and trust services

The services listed in sub-paragraph (2) shall be treated as

1. Corporate services, where provided to a specified entity other than an international trust or a private trust company; and
2. Trust services, where provided to an international trust or a private trust company.

The services referred to in sub-paragraph (1) are:

1. Acting as agent for the formation, registration or licensing of a specified entity;
2. Providing the services of a registered office or otherwise acting as a person authorized to accept service or correspondence for the specified entity;
3. Filing statutory forms, resolutions, returns and notices on behalf of the specified entity;
4. Acting as, or fulfilling the function of, or arranging for another person to act as or fulfil the function of, an officer, a director or a secretary, alternate, assistant or deputy secretary, of the specified entity or in a similar relationship to the specified entity;
5. Acting as a shareholder or a quota holder of the specified entity;
6. Providing other services involving the control of the whole or a substantial part of the assets of the specified entity.

The Corporate and Trust Service Providers Act, 2015 is administered by the Director of International Business. Pursuant to Section 35 of the Corporate and Trust Service Providers Act 2015-12 (CTSPA 2015-12).

The International Business Division’s Revised AML Guideline 2016 carry the full weight of law and reinforce what already exists under the Money Laundering and Financing of Terrorism Prevention and Control Act 2011-23 as well as the Corporate and Trust Service Providers Act, 2015-12.

Companies requiring licensed service providers

We highlight the new requirement for certain companies to have their corporate services performed by a service provider licensed under the CTSP Act.

A company which generates in excess of $1,000,000 in gross revenue shall have its corporate services performed by a service provider licensed under the CTSP Act.

This requirement does not apply where the company is also licensed or registered under any of the following legislation:-

1. The Financial Institutions Act, Cap. 324A;
2. The Financial Services Commissions Act, 2010-21; or
3. The Corporate and Trust Services Providers Act, 2015-12.

External companies requiring licensed service providers

An external company is required to have its corporate services provided by a service provider licensed under the CTSP Act irrespective of its level of gross revenue.

Where an external company is also licensed or registered under the Financial Institutions Act, Cap. 324A or the Financial Services Commissions Act, 2010-21, the licensed service provider requirement will not apply.

Timing for compliance with licensed service provider requirement Both domestic companies which generate in excess of $1,000,000 in gross revenue and external companies will be required to satisfy this requirement within 180 days from the date of commencement of the Act, or within 180 days of meeting the characteristics described, whichever is later.

ANNUAL GENERAL MEETINGS TIMELINE

The directors of a company must call an annual meeting of shareholders within 18 months after the company comes into existence, and subsequently no later than 12 months after holding the last preceding annual meeting.