O’Neal Webster, a well-established British Virgin Islands law firm with offices in Tortola and London, is organized for the efficient delivery of legal services for our clients throughout the world. Our dedication to professional standards frames our business savvy approach and contributes to our clients’ successes. We stand by our client service promise and welcome your enquiry.
The following is the first of a four-part series written by Chris McKenzie
Underlying assets are not trust assets.
One sometimes comes across provisions in trust deeds and other trust documentation which refer to the underlying assets of companies, the shares of which are held by the trustee of the trust. Similarly, on occasions, trust instruments include provisions giving settlors and protectors powers of direction over such assets, for instance as a result of reserved investment powers.
It has for over 120 years been a fundamental feature of company law that the assets of a company belong to the company and not to its shareholders (except in the relatively rare situations in which the company’s assets are held by it as bare trustee or nominee for such shareholders). This rule of law underpins the BVI’s VISTA trust legislation which makes a clear distinction between the trust assets (the shares in the company) and the company’s own assets. Were the situation to be otherwise, this would entail disregarding the integrity of the company as a separate legal entity, i.e. piercing the corporate veil – something which courts tend to be very reluctant indeed to do except, say, in cases of fraud.
The Government of the Virgin Islands has amended the Commercial Recreational Vessels Licensing Act, 1992 (the CRVL), the Cruise and Home Port Permit Act, 2001 (the CHPP), and the Customs Management and Duties Act, 2021 (the CMDA). The amendments, passed on December 31, 2024, will take effect on June 1, 2025.
The amendments benefit the continued development of the Virgin Islands as a well-regulated maritime destination. They introduce clear licensing categories, reducing ambiguity for vessel owners and agents.
Additionally, there is added protection against illegal trade, ensuring that only safe and lawful vessels and operations enter and exit the Virgin Islands’ waters.
Most importantly, the amendments will streamline commercial recreational operations and increase safety in the Virgin Islands by making it mandatory for captains of larger vessels to be licensed and certified. Finally, balancing operational freedom and regulatory measures strengthens BVI’s position as one of the world’s premier sailing destinations.
We are delighted to share that O’Neal Webster has again been recognized in Chambers Global Guide 2025 for the British Virgin Islands jurisdiction in Dispute Resolution and Corporate & Finance, including Funds categories. Ranked individuals include Paul Dennis, KC, for Dispute Resolution and Kerry Anderson and Christopher Simpson in Corporate & Finance, including Funds.
Chambers rankings are a definitive mark of excellence across the international legal profession. A ranking from Chambers shows that a particular law firm or lawyer stands out in the most rigorous, independent, and in-depth research process of any legal directory on the market and has emerged as one of the best in their field.
We extend our gratitude to our clients and colleagues for their trust and support in achieving this recognition.”
Leading British Virgin Islands law firm O’Neal Webster announced the return of former managing partner and King’s Counsel Paul Anthony Webster following his distinguished tenure as a judge on the Court of Appeal and the Commercial Court of the Eastern Caribbean Supreme Court for the past 9 years.
Webster rejoins the firm’s litigation practice as a consultant, working alongside King’s Counsel Paul Dennis, Nadine Whyte-Laing and Asha Johnson-Willins.
Welcoming Webster back to the firm, Managing Partner Vanessa King stated, “Paul Webster KC is one of the great legal minds of our time and among the most experienced litigation lawyers in the BVI. We are thrilled to have him rejoin our practice, and I have no doubt he will continue to make significant contributions as he resumes his exemplary, decades-long legal career in private practice.”
The BVI Business Companies (Amendment) Act, 2024 came into force on January 2, 2025. Stay informed about the important changes, learn how they enhance the BVI’s corporate and regulatory framework, and maintain its commitment to combatting international financial crime here. >>>
The relevant amendments have been made to reflect issues arising from the Caribbean Financial Action Task Force Mutual Evaluation Report (the Report) and a number other BVI statutes, such as the BVI Business Companies Act, 2004, have similarly been amended to reflect issues arising from the Report.
The recommendations arising from the Report insofar as they relate to trusts cover two basic issues: (a) the implementation of a requirement for trustees to keep accurate beneficial ownership information, and to update that information on a timely basis, and (b) imposing penalties for trustees which fail to provide information to competent authorities such as the BVI’s Financial Services Commission.
Our corporate and commercial team, led by Christopher Simpson, includes Simpson, Managing Partner Vanessa King and Partner Kerry Anderson, who have all been honored as “Leading Lawyers” again. In dispute resolution, Paul Dennis, KC, is named a Leading Lawyer, with Nadine Whyte Laing and Asha Johnson Willins also recommended. Christopher McKenzie, a partner in the firm’s London office, is recognized as a Leading Lawyer in the trusts/private client category.
Congratulations to our outstanding attorneys, who continue to provide exceptional service to clients worldwide. Thank you to The Legal 500 for recognizing our commitment and excellence for 14 years in a row!
This, coupled with the introduction of mainstream ETFs in the U.S. and the discussions around the SEC Staff Accounting Bulletin (SAB) 121(which explicitly targets crypto-asset custodians), underscores the increasing relevance of cryptocurrencies and the pressing need for their regulation.
The British Virgin Islands (BVI) has long been recognised for its thoughtful and balanced approach to regulation. As the digital asset industry gained momentum, observers eagerly awaited the BVI’s stance on Bitcoin and other cryptocurrencies. The Territory’s proactive response did not disappoint, demonstrating its commitment to maintaining a secure and investor-friendly environment. Learn More Here >>>
Unfortunately in the case of many BVI companies, even those with a sole shareholder/director, too little attention has been given to succession planning. As readers will appreciate, particularly as shareholders age, it is prudent for those advising them to encourage them to focus their minds on their succession planning options at the earliest opportunity. Naturally, as a is the case with any other asset, succession planning needs to be considered by all individual shareholders of BVI companies, no matter how many shareholders or directors they may have, but the main focus of this article is on the many BVI companies which have a sole shareholder/director.
These bank failures can have a devastating impact on depositors, including bankruptcy.
Similarly, the spectacular collapse of FTX, at the time one of the world’s largest digital currency exchange platforms, shocked account holders who suddenly faced the prospect that their money was gone.
One month after FTX filed for bankruptcy, O’Neal Webster was engaged by a profitable British Virgin Islands company with significant exposure in the FTX collapse. The losses were so severe that the company faced insolvency. Notwithstanding, in conjunction with a local accounting and consultancy firm, we guided the company back to regular operations in about 100 days.
This article by Kerry Anderson, Head of O’Neal Webster’s Funds and Regulatory Department, summarizes what you should know when your BVI company faces a financial collapse caused by events out of your control.
However, today, more global entities increasingly use BVI statutory mergers in high-value cross-border transactions. This shift substantiates the BVI’s corporate regime, which is valued for its ample flexibility in facilitating cross-border business combinations and restructurings, supporting the evolution of businesses over time.
The statutory nature of the BVI merger process provides certainty regarding the exchange of shares, other securities, assets and liabilities, which are critical elements in most business combinations and restructurings. As such, the BVI remains an essential jurisdiction in the mergers and acquisitions market for small, medium and global players. To learn more about how BVI statutory mergers work, link here.
