Part A. Details of Proposed Company

Transcription

1 Registered Trust Company Business Application for consent to issue shares and / or admit a guarantor member in a proposed Jersey Company (made pursuant to the provisions of the Control of Borrowing (Jersey) Order 1958, as amended). This application form also refers to requirements set out in the Money Laundering (Jersey) Order 2008 with guidance in the AML/CFT Handbook for regulated financial services business, which should be used when seeking clarification of those requirements. Part A. Details of Proposed Company 1 Name of Proposed Company CP Number: Details of share capital or guarantee: 2 Par Value Currency Authorised capital Number of shares Par value of each share Class / Type Unlimited Limited 3 No Par Value Add Further Information Number of shares or unlimited number Class / Type Unlimited Limited Name of Guarantor Member Add Further Information The Companies (Jersey) Law 1991 does not allow a company to have a mix of Par Value and No Par Value shares. For No Par Value shares, state the number of shares authorised or select the unlimited number box. 4 Guarantee Parish 1 Maximum amount guaranteed Currency: Amount: Country If you are incorporating a reserved company, proceed to Part E Add Further Information The Jersey Financial Services Commission (the Commission) will process the personal data you send us together with other information, which comes from or relates to you, to discharge its functions effectively. The Commission may process personal data in order to verify the information in this application. Processing includes obtaining, keeping, altering, disclosing and deleting personal data. Specifically, the Commission may disclose information relating to beneficial ownership information that you or your agent has provided in this form. This personal information may be shared with other parties, including the Jersey Financial Crimes Unit as well as the UK law enforcement and tax authorities in accordance with the Exchange of Notes between the Government of the United Kingdom and the Government of Jersey dated 13/4/2016. If you are submitting personal information online, we will keep information on your activity, including your visits to our site. You have the right to ask for a copy of the personal data the Commission holds on you, for which the Commission will charge a fee. You also have the right to have inaccuracies corrected. Please contact the Information Compliance Officer, Jersey Financial Services Commission, PO Box 267, Castle Street, St Helier, Jersey, JE4 8TP if you require assistance. * 1 Jersey addresses only. Page 1 of 15

2 Part B. Details of the Ultimate Beneficial Owners/Controllers 1 Please confirm that reasonable measures have been applied (having regard to all the circumstances of the case, including the degree of risk assessed) to obtain evidence that none of the beneficial owner(s), controller(s), or other persons named in this application or related correspondence has in any part of the world been declared bankrupt or en desastre, been a director of, or otherwise concerned in the management of, a body corporate which has been subject to an insolvent liquidation, been the subject of a judicial enquiry or is serving a period of disqualification from holding the office of Director. Give full details in the box below, including information concerning any findings. 2 With the exception of beneficial owner(s) that fall within Article 2(3) of the Money Laundering (Jersey) Order 2008 (the Money Laundering Order ), are there any beneficial owner(s) and/or controller(s) named in this application or related correspondence that are Politically Exposed Persons ( PEPs ) as defined in Article 15(6) of the Money Laundering Order? Yes No If yes, please provide details below. 3 4 In the case of PEP relationships, please confirm enhanced customer due diligence ( EDD ) has been completed. CDD Checks I/We confirm that all beneficial owner(s) and/or controller(s) named in this application have been checked against an appropriate external data source(s). 5.1 Details of Individuals State the Ultimate beneficial owner(s) and/or controller(s). Ultimate beneficial owner Controller 2 Both (In the case of a controller, the three tier test set out in Part 4 of the AML/CFT Handbook should be followed). Principal Residential Parish 3 Country Date of Birth (e.g. 13 OCT 1962) If more than one individual * 2 Controller of the company (the Registry reserves the right to request further information). * 3 Jersey addresses only. Page 2 of 15

3 Part B. Details of the Ultimate Beneficial Owners/Controllers 5.2 Trust Name of Trust Name(s) of Trustee(s) (including any co-trustee or corporate Trustee 4 ) whereby Trustee is an Entity Trustee regulated by Country of registration Parish 5 Country Where details of an entity have been provided in this section and the trustee is not regulated by the JFSC, details of Controller(s) must be provided in Part B section (Ensure only Controller is ticked). If you are an individual trustee, please complete the section below. If more than one Trust or Trustee Name(s) of Trustee(s) (including any co-trustee) whereby trustee is an individual (Forename) (where born) Principal Residential Parish 3 Country Date of Birth (e.g. 13 OCT 1962) If more than one individual Page 3 of 15

4 Part B. Details of the Ultimate Beneficial Owners/Controllers Settlor or Instigator (as referred to in section 13 of the AML/CFT Handbook) : Details of Entity Parish 5 Please confirm that the corpus of the Trust has been, or will be provided solely by the settlor(s) from his/her/their own resources. Where details of an entity has been provided in this section 5.2.2, details of individual ultimate beneficial owner(s) and/or controller(s) must be provided in section If more than one entity Settlor or instigator (as referred to in section 13 of the AML/CFT Handbook) : Details of Individual Principal Residential Parish 6 Country Date of Birth (e.g. 13 OCT 1962) Please confirm that the corpus of the Trust has been, or will be provided solely by the settlor(s) from his/her/their own resources. If more than one individual Protector (if any) : Details of Entity Parish 6 Country of Registration Where details of an entity has been provided in this section 5.2.4, details of individual ultimate beneficial owner(s) and/or controller(s) must be provided in section If more than one entity * 6 Jersey addresses only. Page 4 of 15

5 Part B. Details of the Ultimate Beneficial Owners/Controllers Protector (if any) : Details of Individuals Principal Residential Parish Country Date of Birth (e.g. 13 OCT 1962) If more than one individual State the Ultimate beneficial owner(s) that hold a vested interest in the Trust and any controllers. If there are no beneficiaries with a vested interest in the Trust, please identify individual controller(s) only in section by ticking Controller only Vested beneficiary Controller Individual Principal Residential Parish 7 Country Date of Birth (e.g. 13 OCT 1962) If more than one individual * 7 Jersey addresses only. * 8 In respect of discretionary trusts, please identify those with a vested interest. If none, please identify individual controller(s) only in section and tick Controller only. Page 5 of 15

6 Part B. Details of the Ultimate Beneficial Owners/Controllers 5.3 Foundation Name of Foundation Parish 9 If more than one Foundation Council Member : Details of an Entity State Council Member(s) of the Foundation in the box below if an entity. Otherwise, please complete section Parish 9 Country Where details of an entity have been provided in Section 5.3.2, details of individual ultimate beneficial owner(s) / controller(s) must also be provided by completing section If more than one entity Council Member : Details of an Individual Ultimate Beneficial Owner Controller Tick each box that applies. Principal Residential Parish 9 Country Date of Birth (e.g. 13 OCT 1962) If more than one individual * 9 Jersey addresses only. Page 6 of 15

7 Part B. Details of the Ultimate Beneficial Owners/Controllers Founder : Entity State Founder of the Foundation in the box below if an entity. Otherwise, please complete section Parish 10 Country Where details of an entity have been provided in Section 5.3.4, details of individual ultimate beneficial owner(s) / controller(s) must also be provided by completing section If more than one entity Founder : Details of an Individual Ultimate Beneficial Owner Controller Tick each box that applies. Principal Residential Parish 10 Country Date of Birth (e.g. 13 OCT 1962) If more than one individual * 10 Jersey addresses only. Page 7 of 15

8 Part B. Details of the Ultimate Beneficial Owners/Controllers Guardian : Details of an Entity State Guardian of the Foundation in the box below if an entity. Otherwise, please complete section Parish 11 Country Where details of an entity have been provided in Section 5.3.6, details of individual ultimate beneficial owner(s) / controller(s) must also be provided by completing section If more than one entity Guardian : Details of an Individual Ultimate Beneficial Owner Controller Tick each box that applies. Principal Residential Parish 11 Country Date of Birth (e.g. 13 OCT 1962) If more than one individual * 11 Jersey addresses only. Page 8 of 15

9 Part B. Details of the Ultimate Beneficial Owners/Controllers 5.4 Listed Public Company - Where the ultimate beneficial owner is a company and Article 18(6A) of the Money Laundering Order is relied upon, please complete this section, otherwise details of individual ultimate beneficial owner(s) / controller(s) must also be provided in section 5.1. Name of Company Company Country of Registration Website address where a set of accounts can be obtained Exchange where Public Company is listed Exchange Listings ID If more than one entity 5.5 Detail of entities having beneficial ownership, which are owned by many individuals, each holding less than 10% Details of an entity which has beneficial ownership, either directly or indirectly, and is owned by many individuals, each holding less than 10%. For example: this may be a Limited Partnership, a Fund, or a listed company that is not IOSCO compliant or listed on a regulated market (as defined by Article 2(5) of the Money Laundering Order). Where details of an entity have been provided in this section 5.5, details of individual controller(s) must be provided in section 5.1. For the avoidance of doubt, this refers to individuals who: (i) exercise control through other means; or (ii) exercise control through positions held (tiers 2 and 3 of the three tier test to be applied). Country of Registration Exchange where Public Company is listed Exchange Listings ID If more than one entity Page 9 of 15

10 Part B. Details of the Ultimate Beneficial Owners/Controllers 5.6 If the company s beneficial owner(s) and/or controller(s) details do not fall within sections 5.1 to 5.5, please use the space below to provide appropriate information. Do not use this section of the form if other sections are applicable. Page 10 of 15

11 Part C. 1 The Sound Business Practice Policy ( SBPP ) sets out the principles regarding the activities that the Commission considers sensitive. If the company, subsidiary, affiliate or associated vehicle falls within SBPP tables 1 or 2, the activity will be deemed sensitive (whether or not an exemption may be relied upon). 1.1 The Company a) will not be caught within the remit of the SBPP b) 1-6 of Table 1 of the SBPP c) 7 of Table 1 of the SBPP d) Table Will the activity of any subsidiary, affiliate or associated vehicle be caught within the remit of the SBPP? Yes No If Yes, complete and identify which part of the SBPP applies by ticking the applicable box(es) (a) (c) below and by completing the additional details table. The Registry reserves the right to request provision of a structure chart to aid understanding. a) 1-6 of Table 1 of the SBPP b) 7 of Table 1 of the SBPP c) Table 2 Additional details of the proposed subsidiary, affiliate or associated vehicle. Name of subsidiary, affiliate or associated vehicle Jurisdiction where registered table (i.e. 1-6, 7 or Table 2) Code Where section 1.1(a) has been completed, go to section 2 of Part C Where section 1.1(b), (c) or (d) has been completed, go to section 3 of Part C Page 11 of 15

12 Part C. 2* Where the activity of the incorporating company is not caught within the remit of the SBPP, identify the activity by ticking the applicable activity listed in sections 2.1 to Holding real estate Commercial Residential Country where real estate is situated (if known) 2.2 Holding a self-administered pension plan 2.3 Holding a moveable asset 2.4 Conducting a local non-sensitive trade 2.5 Conducting an international non-sensitive trade 2.6 Consulting (please provide details of the type of services to be provided at 2.8 below) 2.7 Owning intellectual property rights 2.8 Other (please give details below) Code Page 12 of 15

13 Part C. Table 1 activity 1-6: complete applicable sections 3-5 of this Part C Table 1 activity 7 and Table 2 activities: complete section 6 of this Part C 3 Holding Company of Regulated Entity(ies) Is the company a holding company of regulated entity(ies)? Yes No If Yes, please provide full details of the entity(ies) to be held to include activities and regulatory bodies. An organization structure chart containing the activities and regulatory bodies (if any) of each underlying entity should also be attached to this application. 4 Funds 4.1 Is the company proposing to be a fund? Yes No If Yes, complete all questions in section 4 If No, go to section If so, which type of fund is the company proposing to be? a Jersey unregulated fund (within the meaning of the Collective Investment Funds (Unregulated Funds) (Jersey) Order 2008); a Jersey private fund (50 or fewer offers/investors) (within the meaning of the Commission s Jersey Private Fund (JPF) Guide); or a Jersey collective investment fund (over 50 offers/investors) (within the meaning of the Collective Investment Funds (Jersey) Law 1988) a Jersey alternative investment fund (within the meaning of the Alternative Investment Funds (Jersey) Regulations 2012). 4.3 Where either 4.2.2, and/or applies, please confirm that all necessary approvals and/or consents will be sought in due course from the Commission and, that if for any reason the relevant permit, certificate, registration or consent requested is not forthcoming, the company will be wound-up in a timescale to be agreed with the Commission. 5 Financial Service Business (as defined by the Financial Services (Jersey) Law 1998) 5.1 Is the company proposing to conduct Financial Service Business? If Yes, please provide further information in section 5 If No, go to I/We confirm that the company will be conducting one or more of: Yes No Investment Business General Insurance Mediation Business Trust Company Business AIF Services Business Money Service Business Fund Services Business 5.3 Is the company seeking to rely on any regulatory exemptions in respect of such Financial Service Business? Yes No If No, I/We confirm that all necessary approvals and/or consents will be sought in due course from the Commission and, that if for any reason the relevant permit, certificate, registration or consent requested is not forthcoming, the company will be wound-up in a timescale to be agreed with the Commission. 5.4 If Yes to 5.1, is the company proposing to provide services to a Jersey private or Jersey public fund? (Jersey private fund / Jersey public fund) 12 Yes No 5.5 If Yes to 5.1, is the company proposing to provide services to a non-jersey private or non-jersey public fund? (non-jersey private fund / non-jersey public fund) 12 Yes No * 12 Delete as appropriate. Page 13 of 15

14 Part C. 6 Description of activity 7 All other SBPP activities Please provide full details if the proposed company does not fall within 3 to 5. Page 14 of 15

15 Part D. Higher Risk Factors Higher Risk Factors Please confirm that, in completing customer due diligence ( CDD ), due regard has been given to the following: Corruption (Jersey) Law 2006 Sanctions Proliferation and Proliferation Financing Guidance AML/CFT Handbook in particular Part 1, Section 3 - CDD Requirements and Appendix D1 and D2. Detail below any higher risk factors identified in the CDD or EDD process (as applicable) undertaken as part of this application, having particular regard to Article 15 of the MLO (e.g. is the ultimate beneficial owner connected to an enhanced risk state?). Part E. Reserved Company 1. Company to be administered by Trust Company Business for future transfer to an end user. 2. Authority has been given to incorporate reserved companies. 3. I/We confirm this form has been submitted within 21 days of transfer to the end user. Part F. Declaration To the best of our knowledge, belief and understanding, I/we declare that the information given in this Application Form and supporting documentation is complete and correct at the time of application, that there are no material facts of which the Commission should be aware, that all data and information has been gathered in accordance with the AML/CFT Handbook, and that I/we are aware of the penalties contained in the Control of Borrowing (Jersey) Law 1947, as amended, for providing false or misleading information. We understand that under no circumstances does the provision of information in this application exonerate the company from its duties and responsibilities set out in relevant and applicable legislation and associated requirements. I/We also declare that I/We am/are signing for and on behalf of: TCB Number an entity authorised to conduct by way of business, trust company business as defined in Article 2(4)(a) of the Financial Services (Jersey) Law My/Our position within the authorised entity is: Director / Authorised signatory Director / Authorised signatory and, in line with the authorised entity s internal procedures, I/we am/are entitled to sign this document. Full Name Full Name Signature Signature Dated (e.g. 13 OCT 1962) Dated (e.g. 13 OCT 1962) If further hard copy information sheets are used, please indicate below the number of sheets attached. Number of additional sheets Please provide a valid address to which Registry progress updates may be sent to: The Registrar will no longer be providing a hard copy of the certificate of incorporation or cobo consent, therefore if different from above, please provide a valid address to which a copy will be sent. Page 15 of 15

16 Further information Details of Individuals Section State the Ultimate beneficial owner(s) and/or controller(s). Ultimate beneficial owner Controller 2 Both (In the case of a controller, the three tier test set out in Part 4 of the AML/CFT Handbook should be followed). Principal Residential Parish 3 Country Date of Birth (e.g. 13 OCT 1962) Details of Individuals Section State the Ultimate beneficial owner(s) and/or controller(s). Ultimate beneficial owner Controller 2 Both (In the case of a controller, the three tier test set out in Part 4 of the AML/CFT Handbook should be followed). Principal Residential Parish 3 Country Date of Birth (e.g. 13 OCT 1962)

17 Further information Details of Individuals Section State the Ultimate beneficial owner(s) and/or controller(s). Ultimate beneficial owner Controller 2 Both (In the case of a controller, the three tier test set out in Part 4 of the AML/CFT Handbook should be followed). Principal Residential Parish 3 Country Date of Birth (e.g. 13 OCT 1962) Details of Individuals Section State the Ultimate beneficial owner(s) and/or controller(s). Ultimate beneficial owner Controller 2 Both (In the case of a controller, the three tier test set out in Part 4 of the AML/CFT Handbook should be followed). Principal Residential Parish 3 Country Date of Birth (e.g. 13 OCT 1962)

18 Further information Section Country of Registration Exchange where Public Company is listed Exchange Listings ID Section Country of Registration Exchange where Public Company is listed Exchange Listings ID Section Country of Registration Exchange where Public Company is listed Exchange Listings ID

19 Further information Section Country of Registration Exchange where Public Company is listed Exchange Listings ID Section Country of Registration Exchange where Public Company is listed Exchange Listings ID Section Country of Registration Exchange where Public Company is listed Exchange Listings ID

20 Further information Name of Trust Name(s) of Trustee(s) (including any co-trustee or corporate Trustee 4 ) whereby Trustee is an Entity Trustee regulated by Country of registration Parish 5 Country Name of Trust Name(s) of Trustee(s) (including any co-trustee or corporate Trustee 4 ) whereby Trustee is an Entity Trustee regulated by Country of registration Parish 5 Country Name of Foundation Parish 9 Name of Foundation Parish 9

21 Further information Additional hard copy sheet - number of