Incubator funds are governed by the Securities and Investment Business (Incubator and Approved Funds) Regulations 2015 (the Regulations) and the Incubator and Approved Funds Guidelines.

An incubator fund must:

• At all times have at least two directors, at least one of whom must be an individual
• Appoint an officer of the fund or another individual as Money Laundering Reporting Officer (MLRO) for the fund who may, in practice, be a director of the fund (see below for more detail on anti-money laundering obligations)
• Appoint a Foreign Account Tax Compliance Act (FATCA) Responsible Officer and a principal point of contact for the BVI International Tax Authority (ITA) (see below for more detail on obligations under FATCA and CRS)

An incubator fund is required to have a BVI Authorised Representative at all times to act as a point of contact between the fund and the FSC.

This is a service offered by our associated services business, Craigmuir Authorised Representative Limited.

It is not required to have any other functionaries or service providers, although it is free to appoint them should it wish to.

On the happening of certain events, an incubator fund is required to notify the FSC. The table below summarises these notification requirements and the timeframe for providing notice.

The initial period of validity of an incubator fund is two years. If an incubator fund wishes to extend its period of validity for a period not exceeding 12 months, it must submit a written application to the FSC requesting the extension at least one month prior to the end of its period of validity (or such shorter period as the FSC may approve).

If an incubator fund wishes to continue to operate after the end of the validity period, it must submit to the FSC an application to convert into a private, professional or approved fund at least two months prior to the expiry of the validity period (or such shorter period as the FSC may approve).

If the incubator fund is applying to convert to a private or professional fund, it must also prepare and submit to the FSC an audit of its current financial position and compliance with the requirements of the Regulations at least two months prior to the expiry of the period of validity.

There are various reporting and payment deadlines for an incubator fund throughout the year.

An incubator fund is required to prepare and submit the following to the FSC:

• Financial statements, which do not need to be audited but are required to be approved or signed by a director or the general partner of the fund, within six months of the end of the financial year to which they relate
• A semi-annual return, no later than 31 January and 31 July containing the following information as at 31 December of and 30 June of the preceding semi-annual period:
  • the number of investors in the fund
  • the total investments in the fund
  • the aggregate subscriptions to the fund
  • the aggregate redemptions paid to investors
  • the net asset value of the fund
  • any significant investor complaint received by the fund and how the complaint was dealt with
• A statement that the fund is not in breach of the requirements of the Regulations that allow it to continue as an incubator fund, no later than 31 January (such statement is included in the semi-annual return).

The BVI anti-money laundering (AML) regime applies to all funds as they are classified as “relevant persons” under the Anti-money Laundering Regulations 2008. In addition to appointing an officer to the fund or another individual as MLRO (as mentioned above), a fund will be required to:

• Put in place investor on-boarding procedures which address typical “know your client” requirements
• Put in place and maintain a written and effective system of internal controls which provides appropriate policies, processes and procedures for forestalling and preventing money laundering and countering the financing of terrorism (the Manual). The Manual should be reviewed annually to ensure compliance with AML regime in the British Virgin Islands
• Report suspicious transactions to the Financial Investigation Agency (FIA) in the BVI
• Report the identity of its appointed MLRO to the FIA Agency

The BVI rules do provide for funds to outsource all and any of these obligations to functionaries based outside of the BVI. If the incubator fund has an administrator and/or investment manager, it may consider doing this. Any outsourcing must, however, be documented in writing.

The Fund is required to maintain a valuation policy setting out the applicable procedures for the valuation of fund property, the preparation of reports on the valuation and setting out the mechanisms for sharing valuation information with investors (Valuation Policy). The Fund is also required to have a safekeeping policy and have adequate arrangements in place for the safekeeping of fund property (Safekeeping Policy).

On an annual basis, the Fund should review its Valuation Policy and Safekeeping Policy to ensure compliance with BVI legislation.

Incubator funds are required to register for a Global Intermediary Identification Number (GIIN) with the US Internal Revenue Service. Funds are also required to enrol with the ITA. Enrolment for FATCA reporting is made through the ITA’s online portal, called BVI Financial Account Reporting System, and for CRS is made by email to bvifars@gov.vg.

Incubator funds will need to identify reportable accounts and start to report the necessary information to the ITA. The reporting deadline for US FATCA, UK FATCA and CRS is 31 May.

The information that must be reported under US and UK FATCA and CRS is broadly similar and includes: the name, date of birth, tax identification number (TIN) (for Specified US Persons where available); National Insurance Number (for Specified UK Persons, where available); jurisdiction of residence (for reportable persons under CRS only); the account number; name and GIIN of the reporting financial institution; and the account balance (some minimums apply under FATCA).