Conyers Corporate Services (Bermuda) Limited and its affiliates around the world (“Conyers”) operate a strict policy of client and beneficial owner verification. Our customer due diligence (“CDD”) policy, which is founded upon the anti-money laundering laws, regulations, and guidance notes of our various jurisdictions, as well as the requirements of local regulators, requires that we collect certain information on the ownership structure and ultimate beneficial owners of the entities that we incorporate, form, establish or administer. The Personal Declaration must be supplied to the Bermuda Monetary Authority (“BMA”).
Information about the Ownership Structure of the Company, Partnership, or Trust
(as the case may be) (the “Entity”)
We are required to have a clear and complete picture of the ownership structure of the Entity.
Where intermediary holding companies, partnerships or trusts are present in the ownership chain we require the following information (save where an exemption applies):
- if the intermediary is a company: name, address, date and place of incorporation of the company and the names, addresses, nationalities, occupations and dates of birth of all shareholders and their percentages of ownership of the intermediary
- if the intermediary is a partnership: name, address, date and place of formation of the partnership and the names, addresses, nationalities, occupations and dates of birth of all partners, both limited and general, and their percentages of interest in the intermediary
- if the intermediary is a trust: the name, date and place of creation of the trust and the names, addresses, nationalities, occupations and dates of birth of the settlor, trustee, all known beneficiaries, and the protector and/or enforcer (if any)
We may require a written statement declaring the nature of the business of the intermediary. We will inform you if that is the case in your matter.
Each registered shareholder/member (or equivalent) that is not a natural person, and which proposes to own 10% or more in the Entity, must provide a certified structure chart (or certified share register (or equivalent) reflecting its complete ownership chart.
This requirement does not apply to publicly listed companies. Additional documentation or information may be required for certain types of entities.
Identification Documentation Required from Verification Subjects
In addition to the information on the ownership structure requested above, we are also required to obtain documentation from certain individuals (“Verification Subjects”), save where an exemption applies. Verification Subjects are:
- if the Entity is a company: all individuals who will ultimately beneficially own or be entitled to (on a look-through basis) a 10% or more interest in the Entity, and all non-Conyers appointed directors, and any other individual exercising control over the management of the company
- if the Entity is a trust: the trustees, settlors and any named beneficiaries, the protector and/or enforcer (if any) as well as anyone who has previously received a distribution from the trust and any other individual exercising control over the trust
- if the Entity is a partnership: any individual exercising control over the management of the partnership, all partners who are individuals, and if any partner is a legal entity, those individuals who ultimately beneficially own or are entitled to (on a look-through basis) a 10% or more interest in the partner
Only shares or interests which carry voting rights are relevant to determining who is a Verification Subject. The names, addresses, nationalities, occupations and dates of birth are required for those individuals holding any beneficial interest in the Entity. See Appendix I for guidance concerning ‘control’.
Verification Subjects who have submitted the required documents to Conyers within the past 12 months should consult their Conyers contact before providing the documents requested below to determine whether additional or updated documents are required.
What Must be Provided
The documents listed below are required from each Verification Subject (VS). Documents must be legible and, if not in English, must be translated by a ‘respected professional’ (as defined in the following section).
- Signed and dated Personal Declaration
- Valid, certified government-issued photographic identification (Photo ID) (e.g. passport, national ID card or drivers licence). Photo ID which does not include the bearer’s signature must be accompanied by a completed specimen signature form (see Appendix II)
- Current proof of residential address (i.e. issued within the past 6 months). Unless the original hardcopy is provided, the document must be certified in accordance with the guidance detailed in the following section. Acceptable documents include:
• Utility bill
• Bank Statement
• Credit or debit card statement
• Verification from a Respected Professional with knowledge of the VS’ residential address (see Appendix III)
(Improperly certified documents may require re-certification, resulting in processing delays)
Structure charts: must be certified as a true and complete representation of the legal entity’s ownership/control structure and may be certified by the legal entity’s legal counsel or any ‘respected professional’ meeting the criteria listed below (so long as the certifier is not also a Verification Subject).
Photo ID and address proof documents must be certified by an independent ‘respected professional’ who is subject to professional rules of conduct or statutory compliance measures which carry penalty for breach (e.g. attorney, notary public, accountant etc.).
In all cases, the certification must confirm the document as a ‘true copy’ or ‘certified copy of the original’, and must include the certification date along with the certifier’s printed name and signature, contact details, and professional capacity. Non-English language certifications must be translated by a respected professional. The preferred certification format is as indicated below.
I, [full name of certifying individual], a duly qualified [professional capacity] hereby certify that I have seen and compared this copy with the original [document description] belonging to [name of Verification Subject] and confirm it is a true, complete and accurate copy.
Place of Business
Exemptions usually apply to the CDD requirements set out herein where the company, partnership or trust under scrutiny is (or will be):
- listed on, or a member of, an appointed stock exchange;
- a regulated institution (meaning a business entity located in an approved jurisdiction that is subject to equivalent legal requirements in its jurisdiction for the detection and prevention of money laundering);
- a Government or Government body (as distinct from government officials in their personal capacity);
- an investment (or mutual) fund, in which case verification will typically be performed on the fund administrator, rather than the investors. Where the fund administrator is not a regulated institution or does not fall into another exemption listed here, full CDD procedures will be undertaken on those individuals who hold a 10% or more interest in the administrator.
Identifying a 10% Beneficial Owner: Examples
- Where 50% of the shares of a proposed company are owned by Aco, and Aco is in turn 20% owned by Mr. Smith, then Mr. Smith is a 10% beneficial owner.
- Where 80% of the shares of a proposed company are owned by Xco, and Xco is 20% owned by Yco, and Yco is 25% owned by Mrs. Jones, then Mrs. Jones is not a 10% beneficial owner because she ultimately owns less than 10% (in this case 4%) of the rights in proposed company.
Politically Exposed Persons (PEPs)
PEPs are individuals who hold (or have held) prominent positions including, but not limited to:
- Heads of State or of government (or equivalent)
- Senior politician
- Senior government, judicial or military official
- Senior executive/board member of a state owned corporation or of an international organisation set up by the governments of more than one country (e.g. NATO, the OECD etc)
‘Family member’ comprises:
- Spouse or Partner
- Child (and their spouse/partner)
‘Close associate’ means an individual who is business partners with, or who owns or controls a business or other legal entity with or for a PEP, or who otherwise has a close business or personal relationship with a PEP
‘Control’ encompasses the ability to direct and make decisions regarding the management of a company, trust, partnership (or equivalent). Control may be exercised directly or through a chain of corporate entities or via formal or informal agreement. Controllers include but aren’t limited to:
- General Partner
- Managing Partner
- Managing member
- Protector or Enforcer (of a trust)
SPECIMEN SIGNATURE FORM
(Required when the photo ID document does not include a signature)
I [Printed Name], do hereby provide my certified specimen signature hereunder, both in my language of origin (if applicable), and in English, before the undersigned certifier1 and do hereby declare that the specimen/s below is/are my true signature/s and are to be used for identification purposes.
Characters in Language of Origin:
(Indicate N/A if not applicable)
FOR CERTIFIER’S USE ONLY
Subscribed and sworn to before me, [ ] (certifier’s name) ,
a duly authorised [ ] (certifier’s professional capacity).
Place of Business:
1The certifying individual must be an independent ‘respected professional’, subject to professional rules of conduct or statutory compliance measures which carry penalty for breach (e.g. attorney, accountant, notary public etc.).
‘RESPECTED PROFESSIONAL’ TEMPLATE FOR RESIDENTIAL ADDRESS CONFIRMATION
[ON REFERRER’S LETTERHEAD]
Re: [Name of individual in respect of which the confirmation is being provided]
I/We write to advise you that I/we am/are familiar with [name of individual] and confirm that he/she currently resides at [full physical address].