AMS Law is looking for a Legal Secretary to  join its Hong Kong office

For our growing law firm in Hong Kong we are looking for a legal secretary to join our corporate law team.

 

Job Highlights

  • Gain experience in BVI and Cayman corporate transactions.
  • On job training provided.
  • Medical insurance.

 

Job Description

Supporting 2-3 fee earners, you will be handling legal documentation and assisting with the following:

  • providing administrative and secretarial support to lawyers;
  • preparing correspondence and documents to be proof read by our lawyers;
  • assisting with client billing;
  • opening files and maintain client information accurately in our database; and
  • helping with the preparation of PowerPoint presentations and other business development materials.

 

Qualifications

  • University degree.
  • Prior law firm experience useful though not necessary.
  • Eye for detail.
  • Meticulous and organized.
  • Aspiration to develop long-term legal career.
  • Proficient in MS Word, Chinese word-processing, Internet, PowerPoint.
  • Good command of English, Cantonese and Mandarin – spoken and written.

 

Applicants should send a detailed resume together with expected salary to Rm 811, 8-F, CC Wu Building, 302-308 Hennessy Rd, Wanchai, Hong Kong.

Joint Venture between Dragon Victory and Antalpha

 

AMS Law Hong Kong, led by Resident Partner Barry Mitchell with the support of  Associate Wenyan Xu, acted as BVI Counsel for Dragon Victory International Limited (NASDAQ: LYL, Dragon Victory) in relation to a joint venture named Metalpha Limited (Metalpha). The joint venture is set up between Dragon Victory’s wholly owned subsidiary Meta Rich Limited and Antalpha Technologies Limited (Antalpha). Antalpha’s parent company is the operator of one of the world’s largest bitcoin mining pools. Both parties aim to build an international joint research and development team to leverage their talent and technology to create a proprietary derivatives product platform. Metalpha has been established to meet the needs of cryptocurrency investors who seek more sophisticated and risk-managed products as cryptocurrency industry has evolved rapidly.

AMS Law Hong Kong associated corporate services arm, Bolder Corporate Services (BVI) Limited, provides registered agent services to Metalpha.

AMS Law Hong Kong (soon to be rebranded under BGA Law), advises on complex cross-border transactions involving British Virgin Islands, Cayman Islands and other jurisdiction corporate entities. Transactions in relation to digital assets are highly regulated in most jurisdictions. We strongly recommend BVI clients to consider the sandbox regime when the proposed business model involves ‘innovative FinTech’. BGA Law is pleased to offer FinTech legal and regulatory assistance to clients.

Update on enhancements to BVI Private Trust Company law

 

The British Virgin Islands (“BVI”) has had a clear and cogent Private Trust Company (“PTC”) regime, since new legislation was introduced in the Territory in 2007.  Subsequent updates have been made to the PTC regime to further enhance the use and effectiveness of PTCs in both private wealth planning and commercial structures. Recently the BVI took the opportunity to make additional improvements to the PTC regime to remove some areas of uncertainty. The following is a summary of these changes.

 

Clarifying the meaning of the term “trust business”

Previously, the PTC regime prohibited a PTC from carrying on any business that is not trust business. Many in the industry took the view that the term “trust business” included any ancillary matters that the trustee would have out of necessity undertaken in order to perform the role of trustee, such as the opening of bank accounts and purchasing trust property. However, this was not spelled out in the PTC regime specifically and there was a “school of thought” that a narrower interpretation of the term “trust business” was arguable and this led to some uncertainty as to what a PTC could and could not do.  The PTC regime has now been amended to make it clear that a PTC can undertake ancillary matters so long as they are doing so in the performance of the role of trustee.

 

Clarifying meaning of “unremunerated trust business”

There are certain conditions which a PTC had to satisfy in order to qualify for the exemption as a PTC carrying on unremunerated trust business. One such requirement was that not only must the PTC itself not be remunerated but that its directors must also be unremunerated unless they were acting in a “professional” capacity.  The word “professional,” was not defined and this has led to some uncertainty.

The PTC regime has now been updated by deleting the word “professional” from the relevant regulation and as a result it is no longer a requirement for a director of an otherwise unremunerated PTC to be unremunerated to qualify as a PTC carrying on unremunerated trust business. However, it is important to be mindful that directors who are regarded as being “associated” with a PTC may still jeopardise a PTC’s eligibility to carry on unremunerated trust business if such directors receive direct or indirect remuneration and if there is any doubt as to whether the PTC qualifies for the exemption, legal advice should be taken.

It is hoped these changes will create greater certainty around the PTC regime and therefore increase the attractiveness of an already attractive product.

Please also note that PTC’s will be the topic in Part 4 of our series of articles on “Understanding succession planning in the BVI” and will be released shortly. The article will look in more detail into the advantages of using PTC’s in a succession planning context.

If you would like to know more about these changes, please contact Philippa O’Sullivan at  philippa.osullivan@amslaw.com,  Barry Mitchell at barry.mitchell@amslaw.com, Calvin Crilly at calvin.crilly@amslaw.com or your usual contact at Bolder Group.

 

Update on Amendments to Economic Substance Law

The Economic Substance (Companies and Limited Partnerships) Act, 2018 (“ESA”) became effective in the BVI on 1 January 2019. It was always anticipated by the industry that the legislation would be updated to address issues that have arisen since its inception and accordingly the recent changes to the legislation have come as no surprise.

The update to the legislation provides two key amendments:

  • The inclusion of limited partnerships without legal personality within the regime – previously such partnerships were not caught.
  • An express carve out of “investment fund business” – this clarifies that such funds are not carrying on a relevant activity where it is the only activity.

Limited partnerships

Limited partnerships without legal personality were previously not caught by the regime. The update means that all limited partnerships (including foreign limited partnerships) registered in the BVI now fall within scope of the ESA and an analysis of the activities of each limited partnership will be required to determine whether a relevant activity is being conducted and the requirements that need to be met as a result of conducting such relevant activity.

As mentioned, this change has been telegraphed for some time and when dealing with clients, we have advised that, at best, this was likely to be only a short-term solution to meeting the requirements under the regime and this has proved to be the case. We expect any impact to be quite limited.

The financial period for any limited partnership with no legal personality formed before 1 July 2021 must commence no later than 1 January 2022 For those formed after 1 July 2021, the financial period will commence on the date of the formation or registration of the limited partnership. The consequence of this is that even where a limited partnership without legal personality does not carry on a relevant activity for the purposes of economic substance, that limited partnership will still have to submit a negative return.

Investment funds

The industry in the BVI has consistently adopted the view that a legal entity operating as an “investment fund” will not be conducting a relevant activity, however, there remained a level of uncertainty around the position taken by the industry. The definition of “investment fund business” which has now been included in the legislation has removed any uncertainty and is a welcome validation of the industry’s position.

It is still possible for a legal entity that is an “investment fund” to be caught by the ESA if it is conducting a separate and distinct activity that falls within the definition of a relevant activity under the regime. Directors (and those controlling a legal entity) need to be mindful of the ESA requirements and ensure a determination is undertaken as to whether the entity is conducting activities other than investment business and act accordingly. If necessary, we can assist with a classification and any advice on the documentation that may be needed.

If you would like to know more about these changes, please contact Philippa O’Sullivan at  philippa.osullivan@amslaw.com,  Barry Mitchell at barry.mitchell@amslaw.com, Calvin Crilly at calvin.crilly@amslaw.com or your usual contact at Bolder Group.

Fund Annual Return filings for Private Funds

The Cayman Islands Monetary Authority (“the Authority”) has published the Private Fund FAR Form (“FAR Form”) for all funds registered with the Authority under the Private Funds Act (“Private Funds”).

Private Fund operators must complete and submit the FAR Form to the Authority within six (6) months of the Private Fund’s year end.  The filing deadline for Private Funds with a financial year end before 31 March 2021 has been extended to 30 September 2021.

FAR filings must be submitted to the Authority via REEFS and must include:

  1. The completed FAR Form;
  2. The Private Fund’s audited financial statements; and
  3. The operator declaration signed by the operator (director/general partner/trustee) confirming the Private Fund’s compliance with section 16 (valuation), section 17 (safekeeping of assets) and section 18 (cash monitoring) of the Private Funds Act.

We recommend the following steps:

  • Ensure you have the correct version of the FAR Form;
  • Ensure the FAR Form is completed by a person with knowledge of the Private Fund’s operations and financial statements;
  • Ensure the operator reviews and approves the FAR Form and approves and signs the operator declaration; and
  • Ensure the Private Fund’s auditor or registered office submit items 1, 2 and 3 listed above via REEFS.

Please contact Stefanie Suckoo at stefanie.suckoo@amslaw.com or (345) 324-6382 to request the current version of the FAR Form and operator declaration or to learn more about how this may affect your business and how AMS Financial Group can assist you with compliance.