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CCP CCP Financial Consultants Limited Kreston

STRICTLY CONFIDENTIAL


COMPANY TRANSFER APPLICATION FORM

AND

GUIDANCE NOTES






Please note that the following information is required in order for CCP Financial Consultants Limited (CCP) to accept the transfer of a BVI Business Company (BVIBC) and provide Registered Office and Registered Agent Services. Herein, the word "Company" shall mean the company to be transferred. "Relevant Individual" shall generally mean the Directors, Shareholders and Ultimate Beneficial Owner(s)(UBO) of the company. However if considered necessary this may also extend to other person(s) with principal control over the company’s assets and anyone authorized to give instructions to CCP such as named Correspondents and persons holding Powers of Attorney.





TRANSFER QUESTIONNAIRE

(PLEASE COMPLETE ALL SECTIONS LEGIBLY TO AVOID DELAYS IN PROCESSING)


SECTION 1 – COMPANY INFORMATION

Please provide the following information on the company to be transferred.

FULL NAME:
COMPANY NUMBER:
CURRENT REGISTERED OFFICE:
AUTHORISED SHARE CAPITAL:

$ made up of shares of par value $ each

ISSUED SHARE CAPITAL:

$ made up of shares of par value $ each

BEARER SHARES:

Please confirm to us whether the company has the right to issue bearer shares included as provisions in the M&A.
Yes No       

Please confirm whether there are any bearer shares actually in issue.       Yes No


Bearer Shares must be deposited with a qualified or recognized custodian. A higher annual Government fee ($1,100.00) is payable by companies which have the right to issue bearer shares. Custodial services are to be obtained from a suitably authorized/licensed service provider. CCP is not at this time authorized to provide Custodial Services, so please provide details of the Registered /Authorised Custodian:



SECTION 2 – SHAREHOLDER / “UBO” INFORMATION

Please provide details of the Shareholders whether be individual or corporate.
If additional shareholders required please print an additional sheet.

SHAREHOLDER #1

Number of Shares:
Last Name (or Company Name):
First and Middle Name(s):
Street Address:
Street Address:
City: State/County:
Country: Zip Code:


SHAREHOLDER #2

Number of Shares:
Last Name (or Company Name):
First and Middle Name(s):
Street Address:
Street Address:
City: State/County:
Country: Zip Code:


SHAREHOLDER #3

Number of Shares:
Last Name (or Company Name):
First and Middle Name(s):
Street Address:
Street Address:
City: State/County:
Country: Zip Code:


SHAREHOLDER#4

Number of Shares:
Last Name (or Company Name):
First and Middle Name(s):
Street Address:
Street Address:
City: State/County:
Country: Zip Code:


ULTIMATE BENEFICIAL OWNER(S)

Please note that we require details of the individual persons i.e. the Ultimate Beneficial Owners behind any corporate shareholder or other legal structure such as a trust serving as a shareholder. If there are any such shareholders above, the Ultimate Beneficial Owner details should be provided below:

ULTIMATE BENEFICIAL OWNER #1

Last Name:
First and Middle Name(s):
Street Address:
Street Address:
City: State/County:
Country: Zip Code:


ULTIMATE BENEFICIAL OWNER #2

Last Name:
First and Middle Name(s):
Street Address:
Street Address:
City: State/County:
Country: Zip Code:


ULTIMATE BENEFICIAL OWNER #3

Last Name:
First and Middle Name(s):
Street Address:
Street Address:
City: State/County:
Country: Zip Code:


ULTIMATE BENEFICIAL OWNER #4

Last Name:
First and Middle Name(s):
Street Address:
Street Address:
City: State/County:
Country: Zip Code:

SECTION 3 – DIRECTOR AND SECRETARY INFORMATION

A company is required to have at least one director which can be individual or corporate. Each director must consent in writing to their appointment. A sample consent letter is attached as APPENDIX B.

CCP TO PROVIDE CORPORATE DIRECTOR      YES       NO

CCP TO PROVIDE CORPORATE SECRETARY      YES       NO

If CCP is not providing the Director or Secretary please provide below, the full name(s) and physical address(es) of the director(s) and secretary.

DIRECTOR #1

Last Name (or Company Name):
First and Middle Name(s):
Street Address:
Street Address:
City: State/County:
Country: Zip Code:


DIRECTOR #2

Last Name (or Company Name):
First and Middle Name(s):
Street Address:
Street Address:
City: State/County:
Country: Zip Code:


DIRECTOR #3

Last Name (or Company Name):
First and Middle Name(s):
Street Address:
Street Address:
City: State/County:
Country: Zip Code:


DIRECTOR #4

Last Name (or Company Name):
First and Middle Name(s):
Street Address:
Street Address:
City: State/County:
Country: Zip Code:



SECRETARY

Last Name (or Company Name):
First and Middle Name(s):
Street Address:
Street Address:
City: State/County:
Country: Zip Code:

SECTION 4 – POWERS OF ATTORNEY

Are any Powers of Attorney Granted or Proposed?      Yes       No

If Yes, Please provide details of the persons holding or intended to hold the Powers of Attorney.

Last Name:
First and Middle Name(s):
Street Address:
Street Address:
City: State/County:
Country: Zip Code:
Nationality:
Passport Number:

Are the Powers General (i.e. without restriction) or Specific (i.e. with restrictions)

If Powers are specific or Restricted please provide details below:

Bank or Financial Institution Information :

Contact Person:






SECTION 5 – CORRESPONDENT INFORMATION

Will a correspondent be used by the company?        Yes       No

If yes, The individual(s) identified below will be the Correspondent for the company and as such they are authorized by the Directors to give CCP instructions on any matter relative to the company. All correspondence, invoices, requests for payment and the like should in the first instance be directed to this person.

PRIMARY CORRESPONDENT

Last Name (or Company Name):
First and Middle Name(s):
Firm:
Street Address:
Street Address:
City: State/County:
Country: Zip Code:
Direct Phone #: Cell Phone #:
Direct Fax#:
Primary Email Address:
Secondary Email Address:


In the absence of the above individual you may also correspond with

SECONDARY CORRESPONDENT

Last Name (or Company Name):
First and Middle Name(s):
Firm:
Street Address:
Street Address:
City: State/County:
Country: Zip Code:
Direct Phone #: Cell Phone #:
Direct Fax#:
Primary Email Address:
Secondary Email Address:

ANY CHANGES IN THE CORRESPONDENT(S) INFORMATION SHOULD BE IMMEDIATELY NOTIFIED TO CCP AND CONFIRMED IN WRITING BY A DULY AUTHORIZED RESOLUTION OF THE DIRECTORS






CORRESPONDENCE EMAIL / ADDRESS

The following email address will be the principal means of communication with the company. All invoices and reminders and other general correspondence will be sent by email only to this address unless otherwise directed.


Note however that contracts and other important documents / agreements requiring execution or an original signature will be sent via mail or courier to the Correspondent above or to the Traditional Mail Address shown below.


Primary Email Address:


With a copy to this Secondary Email Address:

I would like to receive invoices by email with a hard copy to follow to the address below
Yes       No



TRADITIONAL MAIL ADDRESS

Name(s):
Street Address:
Street Address:
City: State/County:
Country: Zip Code:






SECTION 6 – DUE DILIGENCE

ANTI-MONEY LAUNDERING LEGISLATION CURRENTLY IN FORCE IN THE BRITISH VIRGIN ISLANDS AND AMENDED FROM TIME TO TIME, IMPOSES DUTIES AND OBLIGATIONS REGARDING THE VERIFICATION OF IDENTITY OF APPLICANTS FOR BUSINESS WHICH CCP IS OBLIGATED TO UPHOLD. EACH RELEVANT INDIVIDUAL IS REQUIRED TO PROVIDE DUE DILIGENCE INFORMATION TO CCP.

"Relevant Individual" shall generally mean the Directors, Shareholders and Ultimate Beneficial Owner(s) (UBO) of the company. However if considered necessary this may also extend to other person(s) with principal control over the company’s assets and anyone authorized to give instructions to CCP such as named Correspondents and persons holding Powers of Attorney.

Accordingly each Director, Shareholder and Ultimate Beneficial Owner (if applicable) MUST complete a Relevant Individual Due Diligence Information Form (See APPENDIX A) and submit to CCP.


PURPOSE

Please give a detailed description of the primary business activities which are actually conducted by the company at present. Please be detailed and specific.(Vague statements such as simply saying "Investments" or "Real Estate" will not be accepted and will delay the transfer process).:

TYPICAL ASSETS

Please give a detailed description of the type of assets that are currently held or intended to be held by the company:

SOURCE OF FUNDS – GENERAL

Please disclose in sufficient detail, from what source or sources the assets/funds that were introduced into the company were derived (Please Note that Relevant Individuals are still required to each complete an individual Source of Funds Declaration in the Relevant Individual Due Diligence Form)

COUNTRIES OF OPERATION

Please state the Principal Country or Countries in which the company operates.


POLITICALLY EXPOSED PERSONS

Please confirm whether any Relevant Individual or any immediate family member is, or has at any time been a Politically Exposed Person – such as a Government Official, Senior Politician, Board Member or a Senior Executive of a Statutory Body or Corporation. If Yes Please provide details below
Yes       No

INVOLVEMENT IN A FINANCIAL INSTITUTION

Please confirm whether any Relevant Individual is or has at any time been an executive, officer or shareholder of a financial institution. If Yes please provide the name and address of the financial institution and the position held
Yes       No

DECLARATION

I/we declare and affirm that the information provided herein is true and correct and that the assets held by or introduced into the Company are from lawful sources. If requested to do so, we will provide CCP with any further evidence as may be required of verification of the identity or activities of the Relevant Individuals and will promptly inform CCP of any changes in the shareholding, directors, officers or ultimate beneficial owners of the Company. I/we have read, accepted and executed CCP’s Standard Terms of Business. (APPENDIX C)


Completed By

Name: Title:

Signature: Date:






STRICTLY CONFIDENTIAL


RELEVANT INDIVIDUAL
DUE DILIGENCE INFORMATION FORM


(Required To Be Completed By All Persons Applying To Do Business)



AND

GUIDANCE NOTES


PERSONAL INFORMATION

ANTI-MONEY LAUNDERING LEGISLATION CURRENTLY IN FORCE IN THE BRITISH VIRGIN ISLANDS AND AMENDED FROM TIME TO TIME, IMPOSES DUTIES AND OBLIGATIONS REGARDING THE VERIFICATION OFIDENTITY OF APPLICANTS FOR BUSINESS WHICH CCP IS OBLIGATED TO UPHOLD.

EACH RELEVANT INDIVIDUAL MUST COMPLETE AND SUBMIT A SEPARATE PERSONAL INFORMATION FORM. YOUR APPLICATION MAY BE DELAYED UNTIL THE REQUIRED INFORMATION ON ALL RELEVANT INDIVIDUALS IS RECEIVED



Company/Ship/Trademark Name:

Name

Position in Company:

Date of Birth: Place of Birth



Full Physical Address

Street Address:

Street Address:

City: State/County:

Country: Zip Code:

Phone: Fax:

Cell: Email:

Nationality: Passport #

Nationality: Passport #

(In case of dual nationality include the information for both passports)



OCCUPATION:

Please provide a specific and identifiable business activity and your current position . Vague references such as “Businessman” or “Manager” will not be accepted and will delay the Application for Business process. In the case of no employment please describe the normal day to day activities such as “House Wife” In case of retirement please provide details of previous occupation and your last position.

SOURCE OF FUNDS DECLARATION
BY SHAREHOLDERS /ULTIMATE BENEFICIAL OWNERS

DATE.

CCP FINANCIAL CONSULTANTS LIMITED
ELLEN L. SKELTON BUILDING,
FISHERS LANE, ROAD TOWN
TORTOLA, BVI

In connection with the Application for Business for (Insert Name of Company/Ship/Trademark) I confirm that I am (Insert A Shareholder or A UBO or if not applicable enter "Not a Shareholder or UBO" )



I hereby declare and confirm the following.

  • I am making this declaration for the protection of myself as well as CCP Financial Consultan ts Limited.
  • The funds or assets totaling the sum of which were initially transferred to the company/entity or which I intend to transfer into the company/entity after this application for business has been effected and any other funds which from time to time I may thereafter transfer into the company/entity, whether directly or via other entities under my control and direction, represent funds obtained by me from the following sources:*** (If not applicable simply enter $0.00 above and NONE below)
  • That the funds or assets referred to above are my personal property and at the time of transfer I was / am legally entitled to transfer such funds or assets.
  • That no funds or assets have been derived from any criminal activities of any nature whatsoever.


Shareholder / Ultimate Beneficial Owner / Relevant Individual Name


Signature

*** Please be specific and refrain from vague statements such as simply “Personal Savings” Instead elaborate on how the savings were accumulated. Similarly instead of just stating "Business Profits" you should identify the name of company which generated the profits and indicate your level of participation in the company for example "accumulated dividends from XYZ Limited where I am a director and 40% shareholder."



ANY OTHER INFORMATION: (If there is no other important or relevant information simply enter NONE below)

Please provide details of any other information you consider important and relevant in terms of expediting the approval of our Compliance Department so that the Application for Business can be approved.



TAX ADVISORS (If no legal or tax advisors were used simply enter NONE below)

Please provide the full name and address of any individual or professional body that has provided legal or tax advice to you with regards to the current Application for Business request (if applicable)



Completed and Submitted By

Name: Title:

Signature: Date :



The above information should be completed with reference to the Guidance Notes. Each relevant individual should print and sign this form and submit their package of information initially via email to mail@ccpbvi.com with a copy to zdyett@ccpbvi.com with the original being sent via mail or courier to



CCP Financial Consultants Limited
Ellen L. Skelton Building
Fishers Lane,
Road Town, Tortola,
British Virgin Islands, VG 1110

GUIDANCE NOTES

DOCUMENTARY EVIDENCE REQUIRED FOR ALL RELEVANT INDIVIDUALS

The following information is required for each Relevant Individual

  • Proof of Physical Address
  • One Professional Reference letter
  • One Bank Reference letter
  • Certified copy of an Approved Government photo ID Document (passport or drivers licence)
  • Full name, address and contact details of any individual or professional body that has provided legal or tax advice to each Relevant Individual with regards to the current Application for Business request.

Notarization and Certification

A duly appointed Notary Public under seal of his or her office may notarize copies of all documents as evidence of their authenticity. However as an alternative, copies of documents may be certified by a CCP Employee, Lawyer, Banker, Accountant or other regulated person. See Required Standards for Certification of Documents



Proof of Physical Address

A notarized or certified copy of a recent utility bill or statement from a financial institution (e.g. a bank, credit union, building society), will fulfill this requirement as long as the physical address is shown thereon. Note that the copies should be legible and utility bills or statements older than three months will not be accepted. See Required Standards for Certification of Documents



References

The Professional Reference must be from a respected professional who knows the Relevant Individual in a professional capacity (i.e. not simply an acquaintance) for at least five (5) years and who must not be a relative of the Relevant Individual. The Bank reference must be from a bank with which the Relevant individual has maintained a long term banking relationship. The references must be current (i.e. not older than one month) and be addressed directly to CCP. References addressed “To Whom It May Concern” are not acceptable. (At the discretion of the CCP Compliance Officer for qualifying Relevant Individuals only one reference may be required i.e. either a Professional Reference OR a Bank Reference).



Identification Documents

Identification documents (valid passport and/or driver’s license) must be notarized or certified and have a clear and legible photograph along with the specimen signature of the Relevant Individual. The notary public or other person certifying should legibly sign the copy of the document and state his capacity or position on the document and must state that the photograph bears a true likeness of the Relevant Individual. See Required Standards for Certification of Documents.

REQUIRED STANDARDS FOR CERTIFICATION OF DOCUMENTS

Where documents verifying identity or residential address are required to be certified they shall not be accepted by CCP unless they are properly certified in accordance with the following:

CCP shall not accept a certified copy of a document presented for a Business Relationship or transaction unless it is satisfied that the Person certifying the document:

  • is independent of the Individual or Legal Person whose documents are being certified.
  • is subject to professional rules of conduct or statutory compliance measures which carry penalties for breach

Attached as EXHIBIT 1 is a template which can be used to provide acceptable certification for a Passport or other Government Issued Photo Identification

Attached as EXHIBIT 2 is a template which can be used to provide acceptable certification for a proof of address.


In all cases if the above templates are not used the person certifying the documents MUST :

  • Insert the date of certification
  • Sign the document and affix a seal of stamp
  • Provide adequate contact details to enable further queries or clarification

EXHIBIT 1

PASSPORT / PHOTO ID CERTIFICATION

Date:

COUNTRY OF PASSPORT / PHOTO ID:

PASSPORT / PHOTO ID NUMBER:

IN THE NAME OF



In my capacity as (insert description of capacity of person certifying) I hereby certify that the holder of the passport / photo ID the details of which are provided above, appeared before me on the above date and that the attached document which I have duly initialed and dated is a true copy of the original and the picture that appears thereon is a true likeness of the holder.



Name:

Capacity:

Address:

Address:

Address:

Telephone:

Email:

Please affix your official seal or stamp (if applicable)
and also sign and date where indicated below.

Signed :

Date :

If preferred or if more space is needed you can also affix
your stamp or seal directly on the document being certified



Documents may be certified by a CCP Employee with signing authority, A Lawyer, Accountant or other Qualified Professional Advisor, An Officer or Employee of a Bank or other regulated financial institution, A Commissioner of Oaths, A Police Officer or any other person authorized to provide certification according to local legislation.

EXHIBIT 2

UTILITY BILL OR OTHER ADDRESS CERTIFICATION

Date:

UTILITY COMPANY / BANK NAME / ETC :

ACCOUNT NUMBER:

IN THE NAME OF

DATE OF RECORD:



In my capacity as (insert description of capacity of person certifying) I hereby certify that the original utility bill / bank statement etc, the details of which are provided above was presented to me for certification on the above date and the attached document which I have duly initialed and dated is certified as a true copy of the original.



Name:

Capacity:

Address:

Address:

Address:

Telephone:

Email:

Please affix your official seal or stamp (if applicable)
and also sign and date where indicated below.

Signed :

Date :

If preferred or if more space is needed you can also affix
your stamp or seal directly on the document being certified



Documents may be certified by a CCP Employee with signing authority, A Lawyer, Accountant or other Qualified Professional Advisor, An Officer or Employee of a Bank or other regulated financial institution, A Commissioner of Oaths, A Police Officer or any other person authorized to provide certification according to local legislation.

APPENDIX B

DIRECTORS CONSENT LETTER

Date:

NAME:

ADDRESS:

ADDRESS:

ADDRESS




CCP Financial Consultants Limited
P.O. Box 681
Road Town, Tortola
British Virgin Islands.



Dear Sirs
Re: Name of
Company:

I hereby consent to act as a director of the above-named company and confirm that

  • I am over eighteen years of age
  • I am not an undischarged bankrupt
  • I am not disqualified from being a director by the Memorandum and Articles of Association of the Company
  • I am not prohibited by any order of the Court from performing the duties of director


Yours Faithfully

Signature






APPENDIX C

CCP Financial Consultants Limited
Terms of Business


Anti-Money Laundering (AML) legislation currently in force in the British Virgin Islands and amended from time to time, imposes duties and obligations regarding the verification of identity of New and Existing Clients which CCP as a regulated entity is obligated to uphold. As a consequence we are now requiring all clients to sign a Terms of Business agreement which sets out the respective obligations to ensure continued compliance with AML and other relevant legislation

The undersigned , as a Director of (the "Company), of hereby confirms and agrees terms of business with
CCP Financial Consultants Limited ("CCP") of 2nd_____Floor, Ellen L. Skelton Building, Fishers Lane, Road Town, Tortola, British Virgin Islands as follows:

1. That the Company shall provide CCP Financial Consultants Limited with full due diligence on all Relevant Individuals / Legal Entities (i.e. Ultimate Beneficial Owners, Shareholders, Directors, Officers or a Corporation acting in any of these capacities ) as is required by the Anti-Money Laundering Code of Practice as amended from time to time and that evidence of this will be demonstrated by providing CCP with the following documents:

  • Where Relevant Individual is a natural person:
    • a clean and legible certified copy of the individual(s) valid passport or national identity card. (See Required Standards for Certification of Documents)
    • Permanent residential address of the individual(s), with proof of it being provided on an original or certified copy of a recent telephone or utility bill in the name of the individual. (See Required Standards for Certification of Documents)
    • An original bank reference, from a bank with which the individual has had a business relationship
    • An original professional reference, from a lawyer, accountant with whom the individual has had a business relationship
    • Details of the Occupation and Country of Residence of the individual.
  • Where Relevant Individual is a Corporation or other Legal Entity
    • Official name (and trade name if different)
    • Full ad d ress o f t he Re gi stered Of fice
    • Full name and address of Registered Agent (if relevant)
    • A certified copy of the Memorandum and Articles of Association (or equivalent)
    • In respect of each beneficial owner, principal shareholder or director verifying their identity in the same manner as set out above for individual applicants.
    • Organisational Chart of the group structure (if applicable) which the legal entity will be a part of or if not part of a group structure, a positive indication that this is not applicable.
    • Stock Exchanges where listed and listing particulars (if a listed company)
    • Description of nature of business of the entity

2. Nature of Business
The Company will provide full details regarding the nature of its business and where relevant, of any changes thereto in the future

3. Record Keeping
In November 2012 the BVI enacted new record-keeping requirements for BVI Business Companies and Partnerships to comply with OECD recommendations. These new requirements are in addition to existing record-keeping obligations contained in the BVI Business Companies Act, 2004 ("BVIBCA").

It is important to note that every BVI Business Company always has had, and continues to have, the obligation to maintain records that:

  • are sufficient to show and explain the company’s transactions
  • enable the financial position of the company to be determined with reasonable accuracy

The new record-keeping rules were introduced as amendments to the Mutual Legal Assistance (Tax Matters) Act, 2003

(“MLAT”). Under the new rules all BVI Business Companies must now:

  • maintain records and “underlying documentation” for at least five years from the date of completion of the transaction to which the records and underlying documentation relate (unless before the expiration of the five-year period the company terminates the business relationship to which the records and underlying documentation relate)
  • ensure that the records are sufficient to illustrate a company’s transactions and determine its financial position
  • keep these records and underlying documentation at the office of its registered agent, or confirm in writing to the registered agent the location of the records if they are not kept with the registered agent

With respect to the above, the Company will confirm to CCP whether the records will be kept at the offices of CCP or if not confirm in writing where they will be kept.

As a point of clarity, under these new rules, "underlying documentation" is defined as including "accounts". The requirement to keep "accounts" does not mean that BVI Business Companies have an obligation to produce and maintain financial statements. More accurately, keeping "accounts" under the terms of reference of the MLAT means keeping "accounting records" which:

  • correctly explain all transactions
  • enable the financial position of the entity or arrangement to be determined with reasonable accuracy at any time
  • allow financial statements to be prepared
  • are accompanied by underlying documentation such as invoices and contracts that show:
    • - the value and detail of receipts and expenses
    • - all sales and purchases and other transactions
    • - the assets and liabilities of the relevant entity or arrangement

If records will be kept at CCP this will be subject to an additional fee to be agreed.

These terms of business shall be binding upon the Company, its successors, executors, administrators, liquidators, assigns and other personal representatives.

4. Obligations under this Agreement

  • That the Company will advise CCP immediately on any changes in the address and contact details of any of the Relevant Individuals. Any changes in the nature of business of the Company any changes in the shareholders, directors or officers and provide CCP with the full due diligence on each of the new individuals/legal entities.
  • That the Company will pay all invoices submitted by CCP for work done in accordance with the payment terms agreed and the schedule of fees provided from time to time

5. These terms of business shall be binding upon you, the Company, its directors and officers, its successors, executors, administrators, liquidators, assigns and other personal representatives.

6. These terms of business shall be governed by and construed in accordance with the laws of the British Virgin Islands and you hereby submit to the non-exclusive jurisdiction of the courts of the British Virgin Islands in connection herewith.

In consideration of CCP Financial Consultants Limited providing its services to the Company, we confirm and agree to be bound by these terms of business.



Signed by:

THE COMPANY

Director Name:

Signature: Date :

CCP FINANCIAL CONSULTANTS LTD

Director Name:

Signature: Date :