Researching Without Borders presentation
Posted Wednesday, 24th November 2010
On Monday 8th November, around 50 CLIG members and non-members gathered at Morrison & Foerster to hear Barry Vickery and Peter Jenkins from 7Side present a seminar on international company information.
Barry took us through an overview of several jurisdictional requirements, illustrating the inconsistencies between jurisdictions. It was key to note that in jurisdictions where we find it difficult to locate information, there are often minimal filing requirements within those jurisdictions (such as the Cayman Islands, BVI and Bermuda), or that there is potentially no registry or online searchable registry (parts of Africa, for example).
We are very lucky in the UK, that companies are obliged to file comprehensive information under legislative requirements, and that we have a freely searchable online registry (although comically Companies House is obliged to file documentation, even if it has been filled out incorrectly). In Russia there is no central company registry. In Cyprus there is no easy access to company information without going through an agent and waiting 5-8 days. In Malta annual reports are compulsory, but annual accounts are not always.
These are just a handful of the jurisdictions covered throughout the event. In addition to this, Barry talked the attendees through the enigma that is USA company filings. The 51 jurisdictions of the USA all have different filing requirements, and many companies will file in Delaware because of their lack of obligation to lodge company information, allowing companies to disclose minimal information and be established anonymously. Companies can also incorporate in one US state, yet do business in another.
Most interestingly we were shown an example of how it is possible to make a company disappear. It is possible, given the minimal filing requirements between jurisdictions, to incorporate a company in Delaware, have subsidiaries in the Cayman Islands, BVI and the UK, but due to the (lack of) filing requirements for companies in Delaware and the BVI (where companies are not required to keep business accounts, and any information filed is not required to be publically available) it is possible that the subsidiary in the Cayman Islands would never be connected to the parent company in Delaware nor the other subsidiaries.
In addition to the fantastic presentation by Barry and Peter at 7Side (successfully completed without a single shameless promotion of 7Side’s product, which was perhaps due to the threat of Jas sounding the rather loud ‘shameless-promotion-horn’!) there was ample opportunity to imbibe fine wine and nibbles and network pre and post event. It was an enjoyable and quality seminar and event indeed.
Mayer Brown International LLP