Company Administration Case Study
Putting things right...
Mrs C approached Newhaven Global for our assistance in what had become a very difficult situation for her. She was the settlor and a beneficiary of a discretionary trust and had found herself unable to obtain any reporting from the trustees to which she was entitled under the terms of the trust deed.
It became apparent that the existing trust and corporate service providers in the BVI had failed to maintain proper records and did not have the company’s memorandum and articles of association or certificate of incorporation on their files. There were few minutes and little financial information, and the company’s annual government fees had not been paid for the previous year despite the BVI agents holding sufficient funds for settlement of these fees.
As Mrs C and her family were based in Northern Europe it was decided that, due to the similar time zone, the best course of action would be for the trusteeship of the overlying trust to be transferred to our Guernsey team, who would also provide directors, company secretary and administration to the BVI company. Our BVI office would provide a registered office and registered agent, and support the Guernsey team with the rectification work required.
Newhaven were appointed, and extensive rectification work began in order to return the company to good standing; beginning with the settlement of the overdue BVI government fees and penalties. The team in the BVI were then able to obtain certified memorandum and articles of association and certificate of incorporation from the Registrar of Corporate Affairs.
The administration and accounts teams in Guernsey worked through the limited files, documents and bank statements received from the previous service providers and managed to piece together the activity of the company over the previous years and ascertain exactly what assets were held by the company. A balance sheet was prepared to detail the financial position of the company on the date of transfer on a best endeavours basis, which at least gave the new directors of the company an opening position from which to move forwards, and the trustees a better understanding of their investment.
With the financial information prepared, the directors of the company were able to proceed with obtaining proper control of those assets, ensuring that (much to the relief of Mrs C) they were properly managed and all compliance requirements met.