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The International Offshore Law Firm<br />

<strong>Private</strong> <strong>Trust</strong> <strong>Companies</strong><br />

<strong>Bermuda</strong><br />

BERMUDA ANGUILLA BRITISH VIRGIN ISLANDS CAYMAN ISLANDS HONG KONG LONDON SINGAPORE


Foreword<br />

The <strong>Trust</strong> and <strong>Private</strong> Client practice at <strong>Conyers</strong> <strong>Dill</strong> & <strong>Pearman</strong> has been structuring<br />

<strong>Private</strong> <strong>Trust</strong> <strong>Companies</strong> ("PTCs") in <strong>Bermuda</strong> for over 25 years and is internationally<br />

recognised as a leader in the field. We are also experienced in establishing PTCs under<br />

the laws of the British Virgin Islands and Cayman Islands where we have fully serviced<br />

legal offices and affiliated service companies.<br />

Comprising one of the largest and most experienced offshore trust and private client<br />

practices in the world, we advise individuals, families and corporate clients on a broad<br />

range of issues concerning estate planning and private investment structures, and on<br />

regulatory laws affecting business transactions and personal assets.<br />

This booklet contains a general discussion and commentary on various issues pertinent<br />

to PTCs, and we have included some supporting materials. We hope that this booklet<br />

will be of assistance to our clients and their advisors who are considering establishing a<br />

PTC in <strong>Bermuda</strong>. The materials deal in broad terms with the requirements of <strong>Bermuda</strong><br />

law and are not intended to be exhaustive in scope. We have also included some background<br />

information on <strong>Conyers</strong> <strong>Dill</strong> & <strong>Pearman</strong> and its affiliated trust company, Codan <strong>Trust</strong><br />

Company Limited.<br />

<strong>Conyers</strong> <strong>Dill</strong> & <strong>Pearman</strong><br />

Hamilton, <strong>Bermuda</strong><br />

October 2005


Contents<br />

1. Introduction 1<br />

1.1 <strong>Bermuda</strong> definition of a PTC 1<br />

1.2 A popular solution for International Clients 1<br />

1.3 Examples of typical PTC structures 1<br />

2. Rationales for establishing a PTC 2<br />

2.1 Control 2<br />

2.2 Familiarity and continuity 2<br />

2.3 Control of Confidential Information 2<br />

2.4 Administrative Flexibility 3<br />

2.5 Cost 3<br />

2.6 Family Education and Governance 3<br />

2.7 <strong>Trust</strong>ee liability 3<br />

3. Setting up a private trust company 4<br />

4. Ownership of the PTC 5<br />

5. Due Diligence on the Principals 5<br />

6. Timescale for incorporation 6<br />

7. Capital and funding 6<br />

8. Directors, officers and agents 6<br />

9. Registered office 7<br />

10. Meetings 7<br />

11. Confidentiality of <strong>Trust</strong> Records 7<br />

12. Company's and directors' liability 8<br />

12.1 Liability of company 8<br />

12.2 Liability of directors and officers 8<br />

13. Taxation 9<br />

Schematic of a PTC Structure 10<br />

Schedule 1 11<br />

Schedule 2 12<br />

Schedule 3 13, 14<br />

Schedule 4 15<br />

<strong>Conyers</strong> <strong>Dill</strong> & <strong>Pearman</strong> 16<br />

Codan <strong>Trust</strong> 17<br />

Contacts 18


1. <strong>Private</strong> <strong>Trust</strong> <strong>Companies</strong><br />

in <strong>Bermuda</strong><br />

1.1 <strong>Bermuda</strong> definition of a PTC<br />

In <strong>Bermuda</strong>, a <strong>Private</strong> <strong>Trust</strong> Company ("PTC") is a company whose sole purpose is<br />

to act as a trustee for a specific trust or a related group of trusts. Typically, the PTC<br />

will act as trustee for one or more trusts which relate to a particularly family and<br />

their relatives.<br />

A <strong>Bermuda</strong> PTC is exempt from the licensing requirements under the <strong>Trust</strong>s<br />

(Regulation of <strong>Trust</strong>s Business) Act 2001 (the "2001 Act") so long as it only<br />

provides trustee services to those trusts specified in its memorandum of association<br />

and by implication, does not offer such services to the public as a business or<br />

vocation. The exemption is provided for under section 3 of the <strong>Trust</strong>s (Regulation<br />

of <strong>Trust</strong> Business) Exemption Order 2002 (the “Exemption Order”).<br />

1.2 A popular solution for International Clients<br />

Although <strong>Bermuda</strong> has been incorporating PTCs for over 40 years (initially by<br />

<strong>Private</strong> Act of the Legislature), in recent years there has been a very considerable<br />

growth in interest and use of the PTC in <strong>Bermuda</strong> by international advisers due, in<br />

part, to the favourable regulatory environment.<br />

For the reasons outlined in paragraph 2 below, the PTC provides a flexible structure<br />

for substantially wealthy families in the international context. Very often the<br />

involvement of a PTC may resolve issues or concerns pertaining to the professional<br />

trustee or the settlor, such that it will facilitate the creation of a trust, whereas,<br />

without the PTC, the trust may not be feasible for one of the parties.<br />

1.3 Examples of PTCs structures<br />

Typically PTCs are used in the following examples:<br />

(i) a particular family discretionary trust or trusts owning separate proportions of<br />

shares of a private family business<br />

(ii) a family trust owning real estate, yachts or aircraft<br />

(iii) a trust owning commercial airline assets or operating in shipping businesses<br />

(iv) corporate pension trusts or executive or employee compensation benefit trusts<br />

(v) private charitable trusts<br />

(vi) a trust to own founder voting shares of a hedge fund or other investment fund<br />

(vii) a private unit trust or a unit trust which acts as an investment fund for<br />

numerous investors<br />

P A G E 1


2. Rationales for establishing a PTC<br />

Outlined in brief form below follows a description of some of the more common reasons<br />

why a PTC may be incorporated as part of an international trust structure.<br />

2.1 Control<br />

Settlors of trusts are sometimes reluctant to relinquish total control over and<br />

involvement with the assets settled into trust. Where tax and other considerations<br />

permit, and provided the PTC is administered properly by observing all correct<br />

formalities, a settlor and his family may retain a certain degree of control and<br />

involvement without prejudicing the legal validity of the trust structure.<br />

Where a settlor is not comfortable with a trust structure because of minimal<br />

experience, the corporate form of a PTC may be more familiar and easier for settlor<br />

to understand conceptually. Particularly where the client or his attorneys are based<br />

in civil law jurisdictions (in which there is often no legal concept of a "trust"), the<br />

PTC acts as a confidence "bridge" due to its familiar corporate form.<br />

2.2 Familiarity and continuity<br />

Settlors expect the trustee to be knowledgeable of and sensitive to their family's<br />

circumstances and to administer the trust accordingly. Through the involvement of<br />

family members and/or close family advisers on the board of directors, a PTC will<br />

tend to be more familiar with the settlor's family than an institutional trustee.<br />

Furthermore, the management personnel (i.e. directors and administrators) of a PTC<br />

is less likely to experience the disruption caused by the potential turnover of staff<br />

often seen in institutional trustees as employees are re-assigned or promoted.<br />

2.3 Control of Confidential Information<br />

Where the board of directors consists of family members and/or close personal<br />

advisers, the circulation and disclosure of information regarding the trust and the<br />

family's affairs may be more restricted than would be the case with an institutional<br />

trustee. For example, as PTCs are not regulated, their files are not subject to the<br />

potential inspection of the <strong>Bermuda</strong> Monetary Authority (the “BMA”) absent some<br />

unusual investigation.<br />

2.4 Administrative Flexibility<br />

A PTC is a tailor-made structure which is structured to best serve the settlor's<br />

intentions and the scope of its role and powers as trustee can be fine-tuned<br />

accordingly. A PTC will act as trustee only for the settlor's trust or group of trusts,<br />

and accordingly its trusteeship name will not be "shared" with other clients. This<br />

avoids any possibility of claims of an unrelated trust client from interfering or<br />

otherwise affecting the trusts of the PTC client. As a single purpose entity, a PTC<br />

will be designed to co-ordinate the trust administration with the family's independent<br />

investment, legal or tax advisers and (if applicable) a family office without<br />

the bureaucratic burden of complying with institutional trust regulation.<br />

This streamlines and simplifies administration.<br />

P A G E 2


2.5 Cost<br />

The annual fees of institutional trustees are usually calculated on an ad valorem<br />

basis and can be considerable where assets of significant value are placed in trust.<br />

By comparison, the costs of incorporating and running a PTC can be subject to<br />

client control and should be significantly less expensive for large trusts.<br />

2.6 Family Education and Governance<br />

A PTC provides a structured forum which can enhance the involvement of and<br />

education process of beneficiaries who will inherit large fortunes. At the level of<br />

the board of directors or sub-committees there will be opportunity to explain to<br />

beneficiaries how the family's financial assets are managed and where appropriate<br />

a mechanism to enable them to contribute to the decision-making process of the<br />

trustee. This creates a practical way of introducing adult beneficiaries to the<br />

principles of corporate governance and trustee duties, thereby overcoming some of<br />

the "unknown" and potential mistrust of the trustee's position.<br />

2.7 <strong>Trust</strong>ee liability<br />

Institutional trustees and individual professional trustees, increasingly concerned<br />

about their potential liability and the risk of being sued, can be reluctant to take on<br />

ownership of assets with perceived higher risks (e.g. high-risk capital investments,<br />

companies operating business assets such as ships or aircraft and commercial real<br />

estate). In light of the increasing risk of litigation from beneficiaries and tax<br />

liability for trustees, a professional or bank trustee will often be more agreeable to<br />

administering a trust through a PTC and providing directors rather than acting as<br />

trustee itself.<br />

If given a choice of acting as a trustee directly or as a director of a PTC, an<br />

individual would be well advised to choose the latter since this will enable him to<br />

minimize the risk of personal unlimited liability which flows from individual<br />

trusteeship. It is interesting to note that, due to the liability risks, many<br />

professional firms will not allow their principals to act as trustee of any client trust.<br />

The option of acting as a director of a PTC will encourage qualified professionals<br />

to accede to the client's request for him to act and at the same time serves to<br />

minimize litigation. If the PTC option were not offered, many quality trustees will<br />

prudently turn down their appointment.<br />

P A G E 3


3. Setting up a <strong>Private</strong><br />

<strong>Trust</strong> Company<br />

The BMA must approve the incorporation of all PTCs.<br />

In <strong>Bermuda</strong>, a PTC can be incorporated either as a company limited by shares or as a<br />

company limited by guarantee pursuant to the provisions of the <strong>Companies</strong> Act 1981.<br />

<strong>Bermuda</strong> law distinguishes between "local" companies (those which are owned<br />

predominantly by Bermudians) and "exempted" companies (those which are owned<br />

predominantly by non-Bermudians). Generally, with some exceptions, exempted<br />

companies may only carry on business from <strong>Bermuda</strong> in connection with transactions<br />

and activities which are external to <strong>Bermuda</strong>.<br />

The incorporation process does not require an application for a licence nor for a special<br />

exemption from licensing. Section 3(1) of the Exemption Order provides that “a trust<br />

company is exempted from the requirements of section 9 of the [2001] Act [to obtain a<br />

licence] if it is authorised to provide the services of a trustee only to the trusts<br />

specified… in its memorandum of association, or, in the case of a permit company, in<br />

its permit, or such other trusts as the Minister may approve from time to time”. A copy<br />

of the standard objects clause for the Memorandum of Association of a PTC is included<br />

at Schedule 1.<br />

Section 3(2) of the Exemption Order continues that within three months of its<br />

incorporation, a PTC must file (on a one time basis) a letter with the BMA certifying it<br />

qualifies for exemption and giving particulars of the nature and scope of its trust<br />

business. An example of this letter is included at Schedule 2<br />

The incorporation application is submitted to the BMA and is initially dealt with by the<br />

authorisation and compliance department of the BMA. This department handles the due<br />

diligence aspects of the incorporation process. They are interested to know of the<br />

suitability of the background of the principals involved. Particularly in the case of a PTC<br />

they will be concerned that only the relevant family or limited class of related<br />

persons are connected to the PTC so that its activities will not amount to doing business<br />

with the public generally. The BMA's compliance department will also send the<br />

application to the Banks and <strong>Trust</strong> division within the BMA to review the application to<br />

check that the application to incorporate the PTC complies with the Exemption Order.<br />

A PTC may use the word "trust" or "trustee" in its name but is not required to do so. If<br />

a PTC is incorporated as a company limited by guarantee, the word "Limited" or its<br />

abbreviation may be omitted.<br />

P A G E 4


4. Ownership of the PTC<br />

A key question to be considered will be the ownership structure of the PTC. In either<br />

case of a PTC established as a company with liability limited by shares or by guarantee,<br />

the client and his advisers will need to determine who will be the member or members<br />

of the PTC. In the case of a PTC established with share capital, the client will need to<br />

consider the succession of those shares, and whether different classes of shares should<br />

be created, for example for different branches of a family. Where a PTC is established<br />

as a company limited by guarantee the rights of members are personal rights and will not<br />

as a matter of <strong>Bermuda</strong> law form part of a member’s estate on death. Very often the<br />

identity and type of ownership of the PTC will be determined by tax or company law<br />

considerations in the client’s home jurisdiction as well as the client’s wishes.<br />

In our experience a <strong>Bermuda</strong> law trust for non-charitable purposes is a popular structure<br />

for owning a PTC. This form of trust does not have beneficiaries, and so overcomes any<br />

succession issues for shares in the PTC. Furthermore, if the trustee of the purpose trust<br />

is a <strong>Bermuda</strong> licensed trust company, then there will be no question of ownership of the<br />

PTC by a person outside of <strong>Bermuda</strong>.<br />

5. Due Diligence on the Principals<br />

It is a requirement that the identity of the ultimate beneficial owners must always be<br />

disclosed and all ultimate beneficial owners holding 5% or more of the shares of the<br />

proposed PTC must sign a personal declaration attesting to his or her good standing in<br />

any other <strong>Bermuda</strong> entities and generally and confirm that they have not been involved<br />

in serious investigations or other legal sanctions. Where, as is common, the company is<br />

owned by a purpose trust, the settlor of the underlying trusts should make the declaration.<br />

It is possible but not usual that the BMA may request to see a certified copy of a passport<br />

of those individual owners. With respect to the principal beneficiary or settlor, the same<br />

information may be required by the BMA. However, this information will be required<br />

by <strong>Conyers</strong> <strong>Dill</strong> & <strong>Pearman</strong> as lawyers on the matter in any event to comply with<br />

internal “know your client” policies and anti-money laundering laws.<br />

P A G E 5


6. Timescale for incorporation<br />

A PTC can usually be incorporated within 5 business days of submission to the BMA of<br />

the completed application together with the supporting information on the ultimate<br />

beneficial owners and any required personal declarations.<br />

7. Capital and Funding<br />

The minimum share capital for all <strong>Bermuda</strong> exempted companies is US$12,000 or<br />

equivalent. The minimum number of shareholders in a <strong>Bermuda</strong> exempted company is<br />

one. Shares may be registered in the name of a nominee. Shares of no par value and<br />

bearer shares are not permitted.<br />

8. Directors, Officers and Agents<br />

A <strong>Bermuda</strong> exempted company must have at least two individual directors (corporate<br />

directors are not presently permitted) who must be individuals and satisfy certain<br />

<strong>Bermuda</strong> residency requirements, namely it must have either:<br />

(a) two <strong>Bermuda</strong> resident directors, or<br />

(b) a <strong>Bermuda</strong> resident secretary and a <strong>Bermuda</strong> resident director, or<br />

(c) a <strong>Bermuda</strong> resident secretary and a <strong>Bermuda</strong> resident representative,<br />

each of whom must be an individual.<br />

Accordingly, under option (c) above, it is permissible to appoint all directors who are not<br />

resident in <strong>Bermuda</strong>. However, it is often advisable to consider <strong>Bermuda</strong> resident directors<br />

to serve in order to demonstrate that the mind and management of the PTC, and thus the<br />

underlying trust, is in <strong>Bermuda</strong>, thereby bolstering the jurisdictional nexus to the Courts<br />

of <strong>Bermuda</strong>.<br />

Alternate directors may be appointed with power to act in the place of an absent director.<br />

An alternate director has the full authority of a director and is entitled to exercise the full<br />

powers of such office at any time when the director for whom he is alternate is not present.<br />

It is usual to provide for alternate directors in respect of, at least, the <strong>Bermuda</strong> directors.<br />

Neither directors nor alternate directors need hold any shares in the company in order<br />

to act.<br />

A <strong>Bermuda</strong> exempted company must have a president and a vice-president (or a chairman<br />

and a deputy chairman) who must be directors of the company. Further offices may be<br />

created and the persons filling those offices need not be directors.<br />

All <strong>Bermuda</strong> exempted companies must have a secretary, who holds office in accordance<br />

with the byelaws and is required to keep the records of the company. There is no<br />

requirement to have a registered agent.<br />

P A G E 6


9. Registered office<br />

A <strong>Bermuda</strong> exempted company must have a registered office in <strong>Bermuda</strong> and this must<br />

be advised to the Registrar of <strong>Companies</strong>. A post office box cannot be used as a<br />

registered office.<br />

10. Meetings<br />

A <strong>Bermuda</strong> exempted company must hold an annual general meeting once in every<br />

calendar year. The directors may convene a special general meeting at any time by giving<br />

5 days' notice, as may any shareholder(s) holding not less than one-tenth of the issued<br />

share capital.<br />

There are no statutory notice requirements in relation to directors' meetings and, subject<br />

to the terms of the company's bye-laws, the directors may regulate their proceedings as<br />

they think fit.<br />

An action that may be taken by the directors or shareholders at a meeting may also be<br />

taken by a unanimous resolution of the directors or shareholders in writing.<br />

11. Confidentiality of<br />

<strong>Trust</strong> Records<br />

<strong>Trust</strong> documents and internal correspondence and records held by a PTC are confidential<br />

and neither available to the public nor generally to any third party.<br />

The following records of a <strong>Bermuda</strong> exempted company are available for public inspection<br />

at the Registrar of <strong>Companies</strong> in <strong>Bermuda</strong>:<br />

(a) the memorandum of association;<br />

(b) certificate of incorporation;<br />

(c) the notice stating the registered address of the company; and<br />

(d) the register of charges of the company.<br />

In addition, the register of directors and officers and, upon payment of a nominal fee, the<br />

register of shareholders is available for inspection by the public during specified business<br />

hours at the registered office of the company. Bye laws are not available to<br />

the public.<br />

A <strong>Bermuda</strong> PTC is not generally required to file accounts with the Registrar of<br />

<strong>Companies</strong> in <strong>Bermuda</strong>, nor with any other regulatory body.<br />

P A G E 7


12. Company's and<br />

Directors' Liability<br />

12.1 Liability of company<br />

A <strong>Bermuda</strong> PTC owes the same fiduciary and statutory duties to act in the best<br />

interests of beneficiaries as any other trustee (subject to any exclusions in the trust<br />

instrument). The directors of the PTC must act in the best interests of the<br />

company and are subject to certain statutory duties as well as fiduciary duties and<br />

duties of skill and care at common law.<br />

12.2 Liability of directors and officers<br />

The duties and responsibilities of directors derive from the company's memorandum<br />

and bye-laws, common law and statute. There are two main categories of<br />

directors' duties:<br />

• fiduciary duties, imposed by common law, which include the obligation to act<br />

honestly and in good faith in the best interests of the company; and<br />

• duties of skill and care which impose an obligation to ensure that the director's<br />

actions are performed with the degree of skill and care which would reasonably<br />

be expected from a person of similar knowledge and experience.<br />

Directors' duties are owed by each director individually and are generally owed to the<br />

company and not to individual shareholders, although directors of a PTC may, in some<br />

circumstances, have an indirect duty to the beneficiaries of any trust of which the<br />

company may be acting as trustee.<br />

P A G E 8


13. Taxation<br />

There is no <strong>Bermuda</strong> income or profits tax, withholding tax, capital gains tax, capital<br />

transfer tax, estate duty or inheritance tax payable by a <strong>Bermuda</strong> exempted company or<br />

its shareholders, other than by shareholders who are ordinarily resident in <strong>Bermuda</strong>.<br />

A <strong>Bermuda</strong> exempted company may apply for, and is likely to receive, from the Minister<br />

of Finance (under the Exempted Undertakings Tax Protection Act 1966) an assurance<br />

that if the <strong>Bermuda</strong> legislature adopts any legislation imposing tax computed on profits<br />

or income, or computed on any capital assets, gain or appreciation, or any tax in the<br />

nature of estate duty or inheritance tax, then such taxes shall not apply to the company<br />

until at least March 2016.<br />

No stamp duty is payable in respect of any instrument executed by a <strong>Bermuda</strong> exempted<br />

company or in respect of an instrument relating to an interest in a <strong>Bermuda</strong> exempted<br />

company. Stamp duty may, however, be payable in respect of transactions involving<br />

<strong>Bermuda</strong> property.<br />

P A G E 9


Schematic of a PTC Structure<br />

Purpose<br />

<strong>Trust</strong><br />

<strong>Trust</strong>ee/Licenced <strong>Trust</strong><br />

Company<br />

Protector/Protector<br />

Committee<br />

Shares of PTC<br />

<strong>Private</strong> <strong>Trust</strong><br />

Company<br />

Directors and<br />

Officers<br />

Beneficiaries<br />

Main <strong>Trust</strong><br />

Protector<br />

(if appropriate)<br />

Quoted<br />

Investments<br />

Family<br />

Business<br />

P A G E 1 0


Schedule 1<br />

Standard Objects Clause for a PTC<br />

The objects for which the Company is formed and incorporated are -<br />

To act alone or with other persons as trustee, co-trustee, successor trustee, settlor<br />

or protector of the [Name(s) of <strong>Trust</strong>] and to declare and to act with others or alone<br />

as co-trustee or trustee of (i) such other trusts or settlements which are established<br />

for any charitable purposes as determined under the laws of <strong>Bermuda</strong>; and (ii) of<br />

any trusts or trust established for the benefit of all or any one or more of the<br />

beneficiaries or discretionary objects at any time of the [Name(s) of <strong>Trust</strong>] and all<br />

or any one or more of their relatives and descendants (whenever living) and any<br />

spouses (whenever living) of any of the foregoing; and (iii) of such other trusts or<br />

settlements as the Minister of Finance may from time to time permit;<br />

P A G E 1 1


Schedule 2<br />

Form Letter to BMA in accordance with Section 3(2) of the Exemption Order<br />

[On PTC Letterhead]<br />

, 200_<br />

The <strong>Bermuda</strong> Monetary Authority<br />

Banking & <strong>Trust</strong> Department<br />

31 Reid Street<br />

Hamilton HM 12<br />

<strong>Bermuda</strong><br />

Dear Sirs<br />

<strong>Trust</strong> (Regulation of <strong>Trust</strong> Business) Exemption Order 2002<br />

I am a director of __ <strong>Private</strong> <strong>Trust</strong> Company Ltd. ("the Company"). I am pleased to<br />

confirm that the Company is a private trust company which provides the services of a<br />

trustee to trusts as specified in its memorandum of association and to no others.<br />

Accordingly I hereby certify that, pursuant to section 3 of the <strong>Trust</strong> (Regulation of <strong>Trust</strong><br />

Business) Exemption Order 2002, the Company qualifies for an exemption from the<br />

requirements of section 9 of the <strong>Trust</strong> (Regulation of <strong>Trust</strong> Business) Act 2001.<br />

I further confirm that we will notify you of any changes in the scope and nature of the<br />

trust business undertaken by the Company as soon as reasonably practicable after<br />

approval from the Minister of Finance.<br />

If you have any questions concerning this letter please contact __ at __.<br />

Yours faithfully<br />

__<br />

Director<br />

P A G E 1 2


Schedule 3<br />

Form of Personal Declaration for BMA<br />

PERSONAL DECLARATION<br />

Jurisdiction in which the Entity is, or is<br />

proposed to be, incorporated or formed:<br />

Name of Entity in the above Jurisdiction:<br />

Surname:<br />

Complete forename(s):<br />

Known by other name(s):<br />

Any previous name(s):<br />

Name of Spouse:<br />

Residential Address (including postal code):<br />

(P.O. Box not acceptable)<br />

Residential Telephone No.:<br />

Country of Citizenship:<br />

Passport No:<br />

Date & Place of issue:<br />

Date of Birth: Day: Month: Year: Gender:<br />

Place of Birth: City: Country:<br />

Occupation:<br />

Present Employer (name and address):<br />

If no Present Employer, state Previous Employer's<br />

name and address:<br />

1) A separate declaration must be completed and signed by each individual (not<br />

intermediary holding entities) proposing to have a beneficial interest of 5% or more<br />

in a company or partnership. In respect of partnerships and trusts, a declaration must,<br />

in any event, be completed by the general partner(s) or trustee(s) and settlor(s),<br />

respectively, where such general partner, trustee or settlor is an individual.<br />

2) Questions 1-6 must be completed in each case where a declaration is supplied.<br />

P A G E 1 3


IF THE ANSWER TO ANY OF THE FOLLOWING QUESTIONS IS YES<br />

PLEASE PROVIDE DETAILS IN WRITING IN RESPECT OF THAT ANSWER.<br />

Yes<br />

No<br />

1. Do you have any interest in any company or partnership<br />

registered or formed in the Jurisdiction indicated on the<br />

previous page?<br />

2. Have you ever been refused consent to register a company<br />

or form a partnership in the Jurisdiction indicated on the<br />

previous page?<br />

3. Are you, or have you ever been, an undischarged bankrupt?<br />

4. Have you ever been convicted of a criminal offence<br />

involving fraud or dishonesty?<br />

5. Has fraud or dishonesty been proven against you in any<br />

civil proceedings?<br />

6. Have you ever been the subject of a judicial or other<br />

official enquiry?<br />

I hereby certify that the information in this Declaration is true to the best of my<br />

information, knowledge and belief.<br />

Signed:<br />

Dated:<br />

P A G E 1 4


Schedule 4<br />

Summary of Pre-Incorporation Issues<br />

The following is a summary of documents and information that will be required before<br />

an application can be submitted to the BMA for the incorporation of a PTC:<br />

1. Due diligence on the principals including completed and signed PD<br />

and certified copy(ies) of passport(s).<br />

Regarding the PTC, details of its:<br />

2. Proposed name.<br />

3. Proposed activities, including details of trust(s) of which it is proposed<br />

that the PTC will act as trustee.<br />

4. Ownership.<br />

5. Ultimate beneficial ownership.<br />

6. Authorised and issued capital.<br />

7. Directors and officers and alternate directors and resident representative<br />

(if required).<br />

8. Accountants and auditors.<br />

9. Bankers and investment managers.<br />

10. Special provisions for its bye-laws, if required.<br />

P A G E 1 5


<strong>Conyers</strong> <strong>Dill</strong> & <strong>Pearman</strong><br />

<strong>Conyers</strong> <strong>Dill</strong> & <strong>Pearman</strong> ("CD&P"), the international offshore law firm was founded in<br />

<strong>Bermuda</strong> in 1928 with the merger of the legal practices of Reginald <strong>Conyers</strong> and that of<br />

Bayard <strong>Dill</strong> and James <strong>Pearman</strong>. In time each of the Firm's founders would be knighted<br />

for their professional and personal services to <strong>Bermuda</strong> and international commerce.<br />

From it's earliest days the Firm has maintained a wide-ranging and vigorous law practice.<br />

Since 1935, the Firm's international practice has been at the forefront of developments<br />

in trust and corporate planning. The firm's shipping practice, founded in 1956, is widely<br />

recognised in international circles. In the early 1960's the Firm was a major proponent<br />

in the development of international insurance and helped establish <strong>Bermuda</strong> as a major<br />

force in the insurance and reinsurance market.<br />

CD&P has had a presence in the British Virgin Islands, via Codan <strong>Trust</strong>, since 1990 and<br />

commenced operations as a fully fledged legal practice in 1996. Similarly, Codan <strong>Trust</strong><br />

was established in the Cayman Islands in 1994 and <strong>Conyers</strong> <strong>Dill</strong> & <strong>Pearman</strong>, Cayman<br />

was established in 1996. CD&P is the first law firm to provide multi-jurisdictional<br />

advice on the corporate laws of <strong>Bermuda</strong>, BVI and Cayman. By virtue of having an<br />

established and respected presence in each of these jurisdictions, CD&P has become<br />

renowned for quality, dispassionate advice and has garnered a reputation as being the<br />

international offshore law firm of choice.<br />

A member of Lex Mundi, the world's largest international association of independent<br />

law firms, <strong>Conyers</strong> <strong>Dill</strong> & <strong>Pearman</strong> today has a complement of well over 400 staff,<br />

including over 100 lawyers. Aside from the HQ in <strong>Bermuda</strong> and the offices in BVI and<br />

Cayman, the firm has operations in Hong Kong (Since 1985), London (since 1998),<br />

Singapore (since 2001) and Anguilla (since 2001).The firm is the only law firm to advise<br />

on each of the laws of <strong>Bermuda</strong>, the British Virgin Islands, the Cayman Islands<br />

and Anguilla.<br />

Affiliated services companies (Codan) provide registered agent, registered office, corporate<br />

director and secretarial services, as well as specialised company management services.<br />

CD&P's global network of licensed trust companies (Codan <strong>Trust</strong>) undertakes a broad<br />

range of trust establishment and administration services. These services range from the<br />

administration of family trusts for private clients to the structuring of highly complex<br />

and innovative corporate ventures including special purpose trusts for ownership of<br />

securitization structures.<br />

The Firm specialises in company & commercial law, commercial litigation and private<br />

client matters.<br />

From a proven and established platform, <strong>Conyers</strong> <strong>Dill</strong> & <strong>Pearman</strong> has a significant<br />

presence in the leading choice offshore jurisdictions. CD&P services clients from global<br />

access points in multiple time zones, enabling it to be a truly 24 hour international<br />

offshore law firm.<br />

P A G E 1 6


Codan <strong>Trust</strong><br />

The Codan <strong>Trust</strong> group of companies (referred to collectively as "Codan <strong>Trust</strong>") is an<br />

international network of licensed trust companies that undertakes a broad range of trust<br />

and company administration services for private clients, corporations and charitable<br />

entities. Codan <strong>Trust</strong> has its headquarters in <strong>Bermuda</strong> and has affiliated offices in the<br />

British Virgin Islands and the Cayman Islands.<br />

Codan <strong>Trust</strong> is very much a "law firm" trust company, independent of any investment<br />

management firms, and emphasises responsive personal service.<br />

Services also range from the administration of family trusts for private clients to the<br />

structuring of highly complex and innovative corporate ventures including special<br />

purpose trusts for ownership of securitization structures.<br />

Codan <strong>Trust</strong> has particular expertise and experience in the administration of private trust<br />

companies. Codan <strong>Trust</strong>'s experience in trust and company administration makes it<br />

ideally suited to manage the affairs of a private trust company, avoiding any need for the<br />

private trust company to employ its own staff, depending on the client's wishes<br />

Codan <strong>Trust</strong> was established in 1985 in order to provide professional trustee services to<br />

CD&P clients. The close affiliation between Codan <strong>Trust</strong> and CD&P greatly augments<br />

the quality of the trustee services provided. Legal advice is readily available and access<br />

to CD&P's global network of law offices is instant.<br />

The continuous liaison with CD&P has built an in-depth understanding of fiduciary<br />

principles which apply to Codan <strong>Trust</strong>'s role as a prudent trustee. It has also enabled<br />

Codan <strong>Trust</strong> to be flexible in its decision making and in finding appropriate solutions to<br />

the various unforeseen problems that may arise.<br />

Codan <strong>Trust</strong> is licenced to conduct trust business by the <strong>Bermuda</strong> Monetary Authority.<br />

P A G E 1 7


Contacts<br />

<strong>Conyers</strong> <strong>Dill</strong> & <strong>Pearman</strong><br />

<strong>Private</strong> Client Department<br />

Richmond House<br />

12 Par-la-Ville Road<br />

Hamilton HM 08<br />

<strong>Bermuda</strong><br />

Telephone: +1 (441) 295 1422<br />

Facsimile: +1 (441) 292 4720<br />

E-mail: info@cdp.bm<br />

Web: www.conyersdillandpearman.com<br />

Codan <strong>Trust</strong> Company Limited<br />

Richmond House<br />

12 Par-la-Ville Road<br />

Hamilton HM 08<br />

<strong>Bermuda</strong><br />

Telephone: +1 (441) 296 4544<br />

Facsimile: +1 (441) 299 4979<br />

E-mail: codan@cdp.bm<br />

Web: www.codantrust.com<br />

Alec Anderson<br />

CD&P Partner and<br />

Head of <strong>Private</strong> Client Department<br />

Telephone: +1 (441) 299 4945<br />

E-mail: aranderson@cdp.bm<br />

P A G E 1 8


www.conyersdillandpearman.com

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