21 May 2019

Hatstone South Africa advises on major virtual healthcare services deal

Hatstone Lawyers Incorporated recently advised an industry leading IT company in the successful conclusion of an agreement for the supply of virtual healthcare services in collaboration with one of the largest pharmaceutical retailers in South Africa.

The service which is set to roll out nationally towards mid 2019 will allow patients to interface with a healthcare professional remotely via live video and specialised digital medical equipment from the premises of the pharmaceutical retailer’s clinic.

It allows for patient treatment without the need for in-person consultation with a healthcare professional and is aimed at medical conditions requiring simple treatment methods.

Menko Hoeksema, Director of Hatstone Lawyers Incorporated, highlighted that the new service will be “a pioneering integration of medical services and technology”.

We are proud to have played a role in setting up a platform which will make simple healthcare more accessible and more affordable.

If you have any questions, please contact Menko Hoeksema.

01 May 2019

British Virgin Islands – The domicile of choice for crypto asset funds

According to last year’s reports published by CoinShare, the British Virgin Islands (BVI) is the 2nd largest cryptocurrency market in the World (after the USA) and is responsible for 2 of the largest 3 Initial Coin Offerings. Perhaps this follows given that the BVI is also a very well-known and regarded domicile for investment funds.

Hatstone have developed a Crypto Asset Fund product to assist start up managers to launch a small to medium sized lightly regulated and cost-efficient investment fund in the BVI. The Crypto Asset Fund will be set up and regulated as an Approved Fund pursuant to the Investment Business (Incubator and Approved Fund) Regulations 2015.

Key features of the Crypto Asset Fund will be:

  • Limited to 20 investors;
  • Assets do not exceed US$100m.
  • Hatstone acts as the Administrator providing the Crypto Asset Fund with registrar and transfer agent and NAV calculation services; and
  • No requirement to appoint either an Auditor or a third-party Investment Manager. The Crypto Asset Fund will be managed by its Directors. Alternatively, the Directors may set up a BVI Approved Manager which would serve as a third party manager. The Approved Manager is also a lightly regulated, cost-efficient and an ideal counterpart to the Approved Fund.

Banking, brokerage and custody are major considerations for any fund. Hatstone has developed relationships with third parties that understands and specialise in Crypto Assets (cryptocurrencies, tokens and other kinds of blockchain assets) as well as access to a platform with 11 Crypto exchanges and over 73 coins which will help to ensure a smooth and easy establishment process and ongoing operations. The client simply needs to nominate two persons with relevant expertise in the area of Investment Business and Crypto Assets to act as the Directors of the Crypto Asset Fund.

If you have any questions, please contact Daniel Cann and Philipp Neumann.

16 Apr 2019

British Virgin Islands – New Substance Rules for BVI Companies and Limited Partnerships

Following the introduction of the Economic Substance (Companies and Limited Partnerships) Act, 2018 (the Act) in the British Virgin Islands (BVI) on 1st January 2019, BVI entities conducting certain business activities must meet economic substance requirements in the BVI.

This BVI legislation was enacted in response to requirements established by the EU Code of Conduct Group in June 2018. Similar legislation has been enacted in other offshore jurisdictions such as Bermuda, Cayman Islands, Jersey, Guernsey and the Isle of Man.

Which entities are caught by the Act?

Under the Act, “legal entities” carrying on “relevant activities” are caught. Legal entities are, broadly speaking all BVI companies and limited partnerships (except for limited partnerships without legal personality), excluding those which are tax resident in a jurisdiction outside the BVI that is not listed by the European Union as a non-cooperative jurisdiction.

Which activities are caught?

Only relevant activities (as defined in the Act) are caught, being:

  • banking business
  • insurance business
  • fund management business
  • finance and leasing business
  • headquarters business
  • shipping business
  • holding business
  • intellectual property business
  • distribution and service centre business.

Legal entities conducting any of these relevant activities will have to comply with the economic substance requirements as set out in the Act.

What does Holding Business mean?

Holding business means the business of being a legal entity that only holds equity participations in other entities and only earns dividends and capital gains.

What does Fund Management Business mean?

Fund Management Business means the conduct of an activity that requires the legal entity to hold an investment business licence pursuant to section 4 and category 3 of Schedule 4 of the Securities and Investment Business Act, 2010.

How does a Legal Entity comply with the Economic Substance Requirements under the Act?

The spectrum of economic substance requirements depends on the type of the relevant business the legal entity is conducting.

The requirements for legal entities conducting holding business are less onerous than for other relevant activities. A holding company will need to comply with existing statutory obligations, to have adequate employees and premises for holding equitable interests and where it manages those equitable interests it will need to have adequate employees and premises for carrying out that management. Further guidance from the BVI legislator on what constitutes “adequate employees and premises” in this context is expected to be published towards the end of April 2019.

Legal entities carrying on relevant activities other than holding business must manage and direct the relevant activity and conduct core income-generating activity in the BVI. They must also have an adequate level of employees and expenditure in the BVI and appropriate office space for the core income generating activity in the BVI. Outsourcing is permitted in certain circumstances. Again, it is expected that further guidance on the requirements will be published by the BVI legislator shortly.
Entities carrying on intellectual property business will be subject to more onerous requirements than entities carrying on other relevant activities.

What is the Timeline?

Legal Entities formed in 2019 will have to comply for a reporting period ending on or after 31 December 2019, depending on the date of formation. Legal entities formed before 2019 will need to show compliance with economic substance requirements no later than 30 June 2019.
Importantly, non-compliance may lead to substantial penalties, imprisonment and/or strike off.

How can Hatstone help you?

The much-awaited legislative guidance will provide further detail and clarity as to the precise scope of the Act. We will be circulating follow-on client updates once such guidance is available and will be happy to advise you on whether or not your BVI entity is caught by the Act and, if it is, how to ensure compliance with the Act.
Lastly, we share the prevalent view in the BVI finance industry that not all clients will be impacted by this.

If you have any questions, please contact Calum Mckenzie and Philipp Neumann.

02 Apr 2019

Hatstone celebrate the opening of its Jersey office

Hatstone Lawyers celebrated the opening of its offices in St Helier in style.  Will Gorman and his team provided delicious canapes and fine wines that were enjoyed by all. Guests got the chance to explore Hatstone’s well-appointed offices with exceptional views over Liberation Square and the harbour. Hatstone enjoyed the opportunity to thank their clients and advisers with staff and representatives from all of Hatstone’s offices in Jersey, South Africa, Panama and the BVI.

07 Feb 2019

Hatstone BVI expands with new senior lawyer

Hatstone Group Partner Carl O’Shea has recently been sworn in as a Solicitor of the Eastern Caribbean Supreme Court (British Virgin Islands).

Carl said: “I am delighted to have been admitted in the BVI joining my colleagues Philipp Neumann and Sarah Masson. My admission is a further statement of the Hatstone Group’s commitment to developing a strong offering in BVI services. On a personal note, it is very satisfying to now hold three practising certificates.”

Carl specialises in private clientcorporate and commercialtrusts and foundationsinvestment funds and banking and finance. He regularly advises trust companies, fund administrators, tax boutiques and private clients. He is now qualified in three jurisdictions: the BVIJersey and England.

Clients regard Carl as a lawyer who is ‘knowledgeable and solution-orientated’ and “practical with a wealth of experience.’

05 Feb 2019

Hatstone merges with Folio

The Hatstone Group and the Folio Group are very pleased to share with you that further to our announcement last year regulatory consent has been obtained and the two businesses have now merged.

2018 was a very busy year for the Group with the establishment of our new law firm in the British Virgin Islands, Hatstone Lawyers BVI, and the office moves for the JerseyPanama and South Africa teams.

The new Group has more than 50 employees providing a wide range of legal, corporate and fiduciary and fund administration services.

We would like to take this opportunity to wish our clients, contacts and friends a very successful 2019.

 

21 Jan 2019

Hatstone strengthens its dispute resolution team with new senior appointment

Hatstone has strengthened its dispute resolution team in Jersey with the appointment of Advocate Alexander English to Group Partner.

Alexander’s addition brings the litigation department in Jersey up to two Group Partners and is a reflection of a particularly strong period of growth across its global dispute resolution practice.

Alexander is experienced in all areas of Jersey litigation but his principal areas of expertise are in family and civil court work.  He appears mainly in the higher courts of Jersey.

He is one of only a small number of Advocates to have experience of winning an appeal in the Court of Appeal against a judgment of the Royal Court.

His wide-ranging civil practice includes, but is not limited to, trust disputes, breach of contract, negligence, employment law, personal injury, defamation, debt recovery, construction disputes, property disputes, and wills disputes.

His family practice includes but is not limited to divorce, maintenance and child contact proceedings.

Speaking of Alexander’s appointment Group Partner Advocate Stephen Wauchope said:

“It gives me great pleasure to welcome Alexander to the Hatstone group partnership. Alexander has established an enviable track record of success for his clients and is widely regarded as a bright, charismatic, tough and a highly-effective advocate. I very much look forward to working with him and developing further the litigation and dispute resolution practice in Jersey”

27 Nov 2018

Hatstone BVI expands to include litigation with senior appointment

Hatstone is delighted to announce the appointment of Sarah Masson as Senior Counsel.

Sarah joins Hatstone from another international law firm having over 15 years’ experience in international commercial litigation and arbitration. In addition to being qualified in the BVI, she is also an English lawyer and a New York lawyer.

She has been recognised for her “extensive experience of major, multi-jurisdictional commercial disputes”.

Group Partner Philipp Neumann said:

“We are excited to welcome Sarah as head of our newly launched BVI litigation practice. It has been an exciting and busy year for our firm, with the addition of BVI legal services to our offering. The decision to open an office in the BVI has been driven primarily by client demand, and we look forward to continuing to provide clients with our services across our expanding global network.”

Sarah commented:

“I am very pleased to be joining Hatstone and very much look forward to assisting the expansion of the BVI offering, to provide the efficient and effective service that our clients will require.”

19 Nov 2018

Hatstone continues expansion with three office moves

Due to continued growth, our merger with the Folio Group and further planned expansion, three offices of the Hatstone Group have relocated within the past twelve months.

South Africa


The South Africa office commenced operations in 2013 with one lawyer and has since grown to a team of 11 lawyers. As a result of such expansion the team moved to larger offices in Stellenbosch.

​The new address is:

Suite 3, 43 Plein Street,
Stellenbosch,
Western Cape,
South Africa

Panama


Both the Hatstone Group and the Folio Group had offices in Panama and following the decision to join forces they have moved 7 floors up from Hatstone’s former office in the BICSA Financial Center.

The new address is:

BICSA Financial Center,
Floor 51, Suite 5102,
Panama City,
Republic of Panama

Jersey


This is the most recent move for the Hatstone Group. In September, the Jersey office moved 4 miles from St Peter returning to the main financial district of St Helier.

The new address is:

2nd Floor,
6 Caledonia Place,
St Helier,
Jersey, JE2 3NG

We look forward to welcoming you at the new offices.

11 Oct 2018

Long Awaited New BVI Limited Partnership Act Introduced

The British Virgin Islands (BVI) has been the leading jurisdiction for company formations with around 400.000 active companies registered. The BVI is also a very well-established jurisdiction for investment managers and advisors seeking to establish and operate an offshore fund, be it a hedge fund, a private equity fund, a real estate fund or a hybrid fund, a regulated or unregulated fund.

Earlier this year the BVI legislator introduced the very much anticipated BVI Limited Partnership Act, 2017, replacing Part VI of the former Partnership Act, 1996 for new limited partnerships and for those existing limited partnerships that elect to re-register under the Act.

By way of background, the BVI Limited Partnership Act, 2017 modernises the former BVI partnership law by introducing several key new features for limited partnerships, including the following:

  • easy, quick and cost-effective formation
  • flexibility regarding the terms of the partnership agreement
  • ability to have a limited partnership with or without legal personality
  • flexibility for the general partner for dealing with limited partners who default on capital commitments
  • provisions facilitating capital call financing
  • protections for managers (general partners) who manage a wide range of investment funds
  • ability to publicly register security against a limited partnership with legal personality and to obtain priority under BVI law to the assets of the limited partnership as a result of the filing and to give constructive notice to third parties.
  • extensive safe harbour provisions for limited partners
  • application of certain corporate law concept to limited partnerships, such as continuations into and out of the BVI, mergers, consolidations, redemptions of minority interests and plans and schemes of arrangements between partners and or creditors of the limited partnership.

Hatstone believes that the new BVI Limited Partnership Act, 2017 will continue attracting a lot of interest from the private equity sector.

For more information or specific advice on limited partnerships in the BVI, please contact Group Partner’s Philipp Neumann and Carl O’Shea.