Appleby Asia Alert
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Recent Updates on BVI, Cayman and Bermuda laws
Entities incorporated or registered in the British Virgin Islands (BVI), Cayman Islands and Bermuda are frequently utilised in Asia. There have been a number of legislative and regulatory changes coming into force in these jurisdictions at the start of 2025, of which many clients and legal practitioners should be aware and reflect in their strategic, compliance, and financial considerations going forward. This article highlights some of those updates which are of most interest and relevance to Asian clients.
In December 2024, The Stock Exchange of Hong Kong Limited (the "Exchange") released two consultation conclusions (the "Consultation Conclusions") following two consultation papers (the "Consultation Papers") on the (i) Proposed Reduction of Minimum Spreads in the Hong Kong Securities Market; and (ii) the Review of the Corporate Governance Code and related Main Board and GEM Listing Rules aiming to (a) enhance market microstructure with a goal to improve market liquidity and global competitiveness of the Hong Kong market by facilitating bid-ask spread reduction and transaction costs savings; and (b) strike an appropriate balance between advancing good corporate governance practices in Hong Kong as an international financial centre and addressing the practical concerns of listed issuers.
Cayman Short Form Merger – is it a loophole?
Section 238 of the Companies Act (2025 Revision) (the “Act”) provides a statutory right for shareholders who dissent from a merger to be paid a judicially determined fair value for their shares in lieu of the merger consideration being offered by the merging company.
GPs behaving badly: disputes involving Cayman exempted limited partnerships
Private equity managers domicile their closed-ended funds in the Cayman Islands using the exempted limited partnership structure for two main reasons: tax efficiency and the flexibility to define the rights and obligations of the fund’s stakeholders in contract with minimal legislative interference. When it comes time to liquidate or restructure these funds, complications can often arise due to the novel nature of these partnership structures. Recent first instance and appellate decisions in the Cayman Islands have clarified how these partnerships are to be liquidated and restructured. This article summarises those decisions and offers some practical points for how investors can best protect their positions when they invest in these structures.
In a recent decision, overturning the Cayman Islands Court of Appeal, the Privy Council has provided some welcome certainty in the Cayman Islands regarding the circumstances in which shareholders have standing to bring personal claims against a company to challenge an improper exercise of power by the company’s directors.
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Browse articles relevant to our core practice areas in Hong Kong.
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In June 2023, The Stock Exchange of Hong Kong Limited published consultation conclusions to its consultation paper on the expansion of a paperless listing regime. The revised Listing Rules and related guidance implementing the expanded paperless listing regime have come into effect on 31 December 2023.
HKEX’S Proposed Expansion of Paperless Listing Regime
On 30 June 2023, HKEx published the conclusions of the consultation on expanding the paperless listing regime and certain rule amendments, in an effort to foster environmental sustainability and to support the global initiatives towards greener economies and a sustainable future.
The Stock Exchange of Hong Kong’s Growth Enterprise Market Listing Reforms
On September 26, 2023, HKEx proposed changes to GEM Listing Rules to counter declining new listings since 2019, influenced by the success of the Beijing Stock Exchange in attracting small and medium-sized enterprises.
Prelude to China's 20th National Congress
The 20th National Congress of the Chinese Communist Party, to be convened in the second half of 2022, is expected to chart the course for the next phase of China’s development.
The New Era of China’s Belt and Road Initiative
It presents new opportunities for the offshore legal space, from the establishment of offshore investment funds to offshore bond issuances and IPOs with the use of offshore listing vehicles to raise funds for Belt and Road infrastructure projects.
Three key changes to note under the new hkex listing regime for overseas issuers
The HKEx will adopt all proposals with minor revisions with effect from 1 January 2022.
HKEX released consultation conclusions on issuers with corporate weighted voting rights structure
HKEX released consultation conclusions on issuers with corporate weighted voting rights structure.
Offshore listing Vehicles to benefit from the Shanghai - London stock connect
Offshore listing Vehicles to benefit from the Shanghai - London stock connect
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G20 Sustainable Finance Initiative and Offshore Green Financing
Green and sustainable finance has been expanding rapidly as investment decisions are increasingly taking into account environmental, social and governance (ESG) factors.
Quick Glance at ESG Trends in Fund Financing
There is little doubt that ESG will continue to grow in fund financing, and we will expect relevant regulations and guidelines to be refined and market norms and practices to be developed.
Can We Eventually Agree on Whether and How to Take Security over Digital Assets?
Innovative technology in China has made a spurt of progress in recent years.
Assignment, novation or sub-participation of loans
Transfers of loan portfolios between lending institutions have always been commonplace in the financial market.
Hong Kong Harbours Long-Term ILS Ambitions
The launch of Hong Kong’s first catastrophe bond signals the start of a new era for Asia’s insurance market.
Legal considerations on non performing loans structuring
During the tremendous growth of the Chinese economy in the last decade, corporates in China were able to obtain loans from banks and other financial institutions that were equally keen to advance credit, leading to a rapid rise in debt levels. Whilst the government sought to curb corporate debt by, among other means, restricting informal borrowing (also known as ‘shadow banking’), the slowdown in the economy in the last year or so and more recently the outbreak of the coronavirus have yet again led to renewed policies to allow more loans and local government bond issuance.
Changes to Cayman Islands corporate disclosure requirements
The Amendments make certain information relating to companies and limited liability companies more accessible and increase penalties for those who fail to fulfil the requirements of the beneficial ownership registration.
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Whose crypto is it anyway? – the status of cryptocurrency as ‘property’ under BVI and Cayman law
In recent years, a number of courts have grappled with the question of whether cryptocurrency is “property” or an “asset” within the context of insolvency proceedings. Such proceedings have typically arisen from the collapse of cryptocurrency funds or virtual asset trading platforms.
Will the amendments to the BVI Business Companies Act assist litigants?
The BVI Business Companies (Amendment) Act, 2022 and the BVI Business Companies (Amendment) Regulations, 2022, gazetted by the BVI Government on 12 August 2022, came into force on 1 January 2023.
Resealing Hong Kong Grants of Probate in the BVI
Once resealed, grants obtained in Hong Kong shall have the same force and effect, and have the same operation in the BVI, as if it were granted by the BVI Court.
Restructuring the offshore debt of Chinese Real Estate Developers
This article sets out how the current regimes in the Cayman Islands and the BVI can assist with restructuring, after first highlighting upcoming changes to the supervision regime in the Cayman Islands which will make restructuring there a more attractive option.
Trust Disputes and the BVI Trustee (Amendment) Act, 2021
In the Trustee (Amendment) Act 2021 (the “Amendment Act”) the BVI legislature has made a number of changes to the BVI Trustee Act (the “Act”) that may affect trust disputes arising in Asia and elsewhere once the Amendment Act comes into force fully.
When will foreign court - appointed receivers be recognized?
When will foreign court - appointed receivers be recognized?
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Updates on Bermuda Economic Substance Requirements
The Bermuda Registrar of Companies (ROC) extended the filing deadline for those entities which earned no gross revenue during the relevant financial period ending 31 December 2021 to 30 September 2022. All filings are required to be done via the Economic Substance Portal.
Since our last quarterly update, important developments have occurred with respect to the applicability of the economic substance regime.
Economic Substance update Q1 2020
On 18 February 2020, the Economic and Financial Affairs Council (ECOFIN) announced that Bermuda and the British Virgin Islands (BVI) had been moved to the ‘whitelist’ following efforts over the past months to implement legislative changes that comply with the EU’s tax governance principles. On the same date, ECOFIN also announced that the Cayman Islands (along with the Seychelles and several others) had been added to the list of non-cooperative jurisdictions for tax purposes.
Economic substance requirements in Bermuda, the British Virgin Islands and the Cayman Islands
Primary Contacts
Consideration should be given and appropriate advice should be sought as to what would be the most appropriate jurisdiction for the formation of any particular structure in its specific circumstances, in order to make the best use of any available regulatory arbitrage opportunities.
What challenges and opportunities will 2022 present for funds, private equity and venture capital?
Hong Kong Partner Marc Parrott attended two major funds industry events in Asia.
Private Funds Law, 2020 and New Rules on Contents of Marketing Material for Registered Private Funds
On 7 February 2020, Cayman’s Private Funds Law, 2020 (PFL) came into force, requiring any closed-ended fund that falls within the definition of "private fund" and is not otherwise exempted to apply to the Cayman Islands Monetary Authority (CIMA) for registration.
In response to the requirements of the European Union (“EU”), the BVI has recently enacted the Securities and Investment Business (Amendment) Act, 2019 (the “SIBA Amendment”) and the related Private Investment Funds Regulations, 2019 (the “Regulations”) that bring closed-ended funds under regulatory supervision by the BVI Financial Services Commission (“FSC”). The new regulatory regime came into force on 31 December 2019.
This article provides details on the recent changes to the Cayman Islands Securities Investment Business Law and Data Protection Law.
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The fork in the privatization road
With the likelihood of recession and an increase in interest rates facing some economies and ongoing geo-political tensions, it’s a fascinating time for share markets and companies, especially for those companies considering going private.
2021 - A Jekyll and Hyde Year for SPACs
In this article we offer our views on why this has happened and look ahead to the future for SPACs and what may happen next.
The role of Private Equity in economic recovery from Covid-19
Against this gloomy backdrop, we expect private equity firms and their investors to play a key role in long-term economic recovery.
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Beneficial Ownership Registers: An Update
On 22 November 2022, the Court of Justice of the European Union declared that the provision of the EU Anti-Money Laundering Directive, whereby Member States must ensure that the information on the beneficial ownership of corporate entities incorporated within their territory is accessible in all cases to any member of the general public, is invalid.
While the basic features of the trust remain, there are some notable differences in how trusts can be structured in these jurisdictions.
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When is a company insolvent – to appoint or not to appoint a liquidator in the BVI?
China Minsheng Banking Corp., Ltd., Hong Kong Branch V Tai Feng Investments Limited.
This article focuses on restructuring options and processes only, and will merely touch on formal insolvency where it is intended to aid a restructuring process.
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Appleby's Technology & Innovation Guide
As the pace of technological change accelerates, so too does the legal and regulatory landscape. The Appleby Offshore Technology and Innovation Guide provides a unique and detailed overview of the legal and regulatory position across a range of technology sectors in eight of the world’s most recognised offshore jurisdictions.
Hong Kong - Asia’s premier destination for FinTech investment
While Hong Kong has long been the jewel in the crown of Asia’s financial sector, the city is now pursuing growth through the addition of financial technology investment.
Banking & Finance Trends in Asia
Financial technologies (FinTech) have the potential to supplement or disrupt the financial services industry, with internet banking and mobile payment applications as obvious early examples. As offshore centres press forward with ambitions to be leading regional technology hubs, FinTech is an important point of focus, both for market participants and for regulators.
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