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mrdivorce


Total Posts: 13
Joined: Jan 2017
 
Posted: 2019-12-18 17:52
I will open with admitting I'm rather out my depth. So currently I'm working with a few others and we've received some interest, and to be able to act on that interest it requires us to officially set up shop. The BVI is where we've settled on however the whole corporate structure stuff is unfamiliar to me (I've always kept somewhat myopically focussed on the tech side), and I'm trying to understand what are the implications of being a director of a BVI company.

I've been reading around and it seems the fiduciary responsibilities are significant, and I could be held directly liable for a number of things. For example, on this site
https://www.careyolsen.com/briefings/duties-of-a-director-under-british-virgin-islands-law the section under 'DIRECTORS' LIABILITIES' is a little terrifying.

Of course I'll get some legally qualified perspectives on this but I just want to check if anyone here has any experience/pro-tips/gotchas or just sage advice to share. Thanks in advance

Tradenator


Total Posts: 1599
Joined: Sep 2006
 
Posted: 2020-02-19 21:26
Careys is a good place to start. BVI seems to be targeted for EU tax blacklisting off an on, and US investors prefer Cayman or Delaware structures. I know of one very large global firm who exited BVI entirely because of tax and related reputational concerns.

Directors' liabilities are a very serious concern, whether you are a NED or an exec. You cannot simply trust others, the buck stops with you. When you get around to D&O or DI insurance, beware that you are most likely being sold something that is not fit for purpose. Make sure you get copies of the company formation docs, terms of reference for directors, a letter of indemnity if there is one, details of insurance, etc. Know your code of corporate governance and compliance/licensing requirements, and act accordingly. Take one of those short intro courses on directors' responsibilities.
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