Company Managers Policies Guidelines

Licensing Requirements

Introduction

• These licensing requirements apply to persons intending to be licensed or are licensed to carry on business under the Company Management (Licensing) Ordinance (CMLO).It is issued pursuant to Section 43 of the Financial Services Commission Ordinance(FSCO).
• In accordance with Schedule 2 of The Anti-Money Laundering and Prevention of Terrorist Financing Regulations a person providing, by way of a business, company services business in and or from within the Islands is a “financial business”.   
  
  Accordingly, company managers and company agents are subject to the Anti-Money Laundering and Prevention of Terrorist Financing Regime of the Turks and Caicos Islands.
• The Company Management (Licensing) Ordinance provides for the licensing and regulation of company services business through a company management or a company agent licence. Section 2 of the CMLO defines the activities permissible under each licence.

Licensing requirements

• It is an offence to engage in the business of Company Management or Company Agent without a licence.
• The licence application form along with supporting documents provide information which the Commission relies on to determine the suitability of an applicant to be licensed.
• Before being granted a license the applicant must satisfy the Commission that it is fit and proper to be licensed. The Commission has issued Fit and Proper Guidelines which applies fitness and probity standards to both the applicant and connected individuals such as directors, senior officers, shareholders, partners and beneficial owners.
• A license holder has an ongoing obligation to be fit and proper to hold a licence. The Commission will decline an application or revoke an existing licence where it assesses the applicant or licensee as not being able to satisfy the fit and proper standards.
• To facilitate the level of due diligence required on the principals of the applicant, at a minimum each director, shareholder, senior officer, compliance officer, partner and beneficial owner must complete a Personal Declaration Questionnaire, supported by an updated resume, certified government issued identification, police certificate from principal place of residence, and original financial and personal references addressed directly to the Commission.
• All changes and any new appointments to the corporate structure or at senior management and executive level must be approved by the Commission.
• In exercise of its authority under Section 4 of the FSCO, when considering an application, the Commission must take into account the impact of the licensing decision on the integrity of the financial system and the reputation of the Islands.
• The circumstances of each applicant will be considered on its own merit. It may be that the Commission having examined an applicant would request additional or more extensive information to satisfy itself about certain risks or concerns. Where there is a particular risk, the Commission may agree to issue the licence with conditions as are considered appropriate to the individual circumstances or it may refuse to issue a licence.

Who can apply for a licence?

• The CMLO restricts consideration for a company management and company agent licence to persons with “adequate knowledge and practical experience in the management and administration of companies; or is a person qualified by his knowledge of company law and the management and administration of companies.”
• Applicants are expected to demonstrate that they satisfy the eligibility criteria detailed above. A licence will not be issued to an applicant who fails to satisfy this requirement.
• The Commission may consider an applicant for a licence where the applicant has no track record provided that the applicant has as part of its management team an individual with proven expertise in the relevant licensed business.

Process and review of application for a licence

• All applicants for a license under the CMLO must submit a completed application with all supporting documents including a business plan and application fee.
• As company managers and company agents are required to be compliant with AML/PTF Regulations, an application must provide evidence of how the applicant intends to ensure compliance. Accordingly, the applicant must have available for review a copy of its risk management framework which includes a copy of its business level risk assessment and its compliance policies and procedures.
• The applicant must have identified an individual or individuals to be approved as its compliance officer, money laundering reporting officer and money laundering compliance officer. 
• An Application for approval of the compliance officer, money laundering reporting officer, and money laundering compliance officer should accompany the application.

Applicants seeking to be licensed as a corporate structure mustensure the Commission is able to identify –

• the ultimate beneficial owners of the business;
• the persons who exercise control over the appointment of the management team (directors and controllers); and
• the management team.

Requirement for there to be no less than two directors

• The Commission will not grant a company management license to a company unless there are at all times no fewer than two directors.

Renewal of a licence

• Licenses issued under the CMLO expire on March 31 annually. Renewal of a licence is subject to a desk-based review which includes submission of an Annual Supervisory Questionnaire along with supporting information as verification of compliance with statutory obligations.
• The Commission shall not renew a licence unless it is satisfied that the licensee has during the continuance of the existing licence, fulfilled and is continuing to fulfil the requirements of the CMLO, FSCO, and the AML/PTF Regulations.
• A satisfactory review of the licensee will allow for the renewal of the licence immediately upon expiry of the existing licence.

Cessation of a licence

• Where a licensee ceases to conduct the business for which it was licensed, the license is to be surrendered.
• A licensee that fails to comply with the conditions of its licence will be subject to enforcement action, including having its licence revoked.

Service Standards

• The Commission will provide a licensing decision within six weeks of receipt of a complete application. An application is considered complete when any request for additional information and/or clarification is satisfactorily received.

Governing Legislation

This Policy is not intended to replace the law but to be considered in conjunction with the following legislation –

• The Company Management Licensing Ordinance (the CMLO);
• The Financial Services Commission Ordinance (the FSCO);
• Companies Ordinance;
• The Proceeds of Crime Ordinance 2007
• Anti-Money Laundering and Prevention of Terrorist Financing Regulations 2010 (the AML/PTF Regulations); and
• Anti-Money Laundering and Prevention of Terrorist Financing Code 2011 (the AML/PTF Code;

Consultation with Commission

• Prospective applicants are encouraged to contact the Commission to discuss their proposals for establishing and operating a company management or company agent business in the Islands. These discussions enable the Commission to provide guidance and to identify any foreseeable difficulties. The consultative process enables the Commission to better understand the needs of the applicant before starting the application process.

[1] Beneficial owners is described in Section 16 (2) (j) of the AML/PTF Code as individuals who are the ultimate holders of 10% or more of the legal entity.

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