Certificate of Good Standing

With effect from 2 January 2025, amendments to the BVI Business Companies Act and Limited Partnership Act introduced stricter requirements for obtaining a Certificate of Good Standing (COGS).

Key Changes:

  • Additional Filings: Entities must now ensure timely submission of the register of members/register of directors (for companies), register of general/register of limited partners (for LPs), beneficial ownership details, and annual returns (if due).
  • Validity Period: All COGS will now carry a three-month expiration date. Where filings are not due, COGS will be valid only until the next applicable filing

Each COGS will confirm compliance status, fee payments, and whether the entity is subject to liquidation, dissolution, or pending transactions such as mergers.

Compliance Inspections for 2025-2026

The BVI FSC’s Compliance Inspection Unit (“CIU“) is rolling out a major round of onsite inspections starting in 2025 and running through the first quarter of 2026. These inspections will focus on higher-risk sectors like Trust and Corporate Service Providers (“TCSPs“), Investment Businesses, and Virtual Asset Service Providers (“VASPs“). The aim is to assess how well firms are managing internal controls, complying with AML/CFT/CPF rules, conducting internal audits, and training their staff.

Regulatory Impact:

  • At least 45 entities are scheduled for inspection, highlighting the BVI FSC’s continued focus on a risk-based supervisory framework.
  • Key inspection priorities will include verifying beneficial ownership, managing third-party relationships, conducting sanctions screening, and reporting suspicious activities.
  • Firms will be given three weeks’ advance notice and must be prepared to provide all necessary compliance-related documentation.
  • Following the inspections, the BVI FSC will issue detailed reports and broader industry guidance, which could shape upcoming regulatory standards and enforcement priorities.

Trustee Sector Shows Strong Compliance

The BVI FSC has completed a desk-based review of TSPs, representing nearly half of all trusts in the jurisdiction. The review assessed compliance in key areas including customer due diligence (“CDD“), sanctions screening, suspicious activity reporting (“SARs“), and institutional risk assessments (“IRAs“).

The results were largely positive. All TCSPs demonstrated full compliance with COD requirements, successfully verifying all relevant trust parties. High adherence was also noted in sanctions screening and SARs, with only minor issues such as the need for more frequent screenings or enhanced internal reporting procedures.

Legislative Amendments

The BVI has rolled out a series of important legal updates to bring its financial regulatory framework in line with modern standards. Two key pieces of legislation, namely the Financial Services Commission (Amendment) Act, 2024 and the Financial Services (Exceptional Circumstances) (Amendment) Act, 2024, introduce stronger oversight tools and clearer regulatory expectations.

Key Changes:

  • Consumer Duty Introduced – Replaces “consumer protection” with a higher standard of care in financial services.
  • Mandatory Cooperation – Licensees must provide documents and support the BVI FSC when requested.
  • Enhanced International Cooperation – BVI FSC can now share information with a broader range of foreign authorities.
  • Risk-Based Supervision Codified – Officially adopts a risk-based approach for overseeing licensees.
  • Emergency Powers Streamlined – BVI FSC can now act swiftly in exceptional situations without prior Ministerial approval.

There are also targeted changes to sector-specific laws-covering banks, insurance, and investments-that further tighten compliance standards and support better risk management across the board.

Next Steps for Regulated Entities

To remain compliant and prepared for regulatory reviews, licensees should:

  • Review and update internal policies and procedures
  • Conduct thorough risk assessments
  • Ensure staff are trained on new compliance obligations
  • Engage with the BVI FSC and industry forums like VASPAC for guidance and updates

Formation of the Virtual Asset Service Providers Advisory Committee

In March 2025, the BVI officially launched the Virtual Asset Service Providers Advisory Committee (“VASPAC“), a collaborative public-private initiative designed to enhance the regulation and supervision of the BVl’s growing virtual asset sector. This follows the introduction of the Virtual Assets Service Providers Act, 2022 (“VASPA“), which took effect on 1 February 2023 and brought the BVI in line with global regulatory standards.

VASPAC was established after a series of informal discussions with industry stakeholders and is now set to provide structured, ongoing input to help guide regulatory strategy. The VASPAC held its first meeting on 27 March 2025, marking a key milestone in the evolution of virtual asset regulation in the BVI.

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This publication is not intended to be a substitute for specific legal advice or a legal opinion. For specific advice on any of the matters covered above, please contact your usual Loeb Smith attorney or any of the following:

E: gary.smith@loebsmith.com
E: robert.farrell@loebsmith.com

E: elizabeth.kenny@loebsmith.com
E: vanisha.harjani@loebsmith.com
E: edmond.fung@loebsmith.com
E: faye.huang@loebsmith.com

E: vivian.huang@loebsmith.com
E: yun.sheng@loebsmith.com

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Hong Kong 2 June 2025 Loeb Smith Attorneys, one of the leading offshore corporate law firms, acted as BVI legal counsel to Pitanium Limited on its successful initial public offering of 1,750,000 Class A ordinary shares. The shares began trading on the Nasdaq Capital Market on 30 May 2025, under the ticker symbol “PTNM”.

Pitanium Limited is a retailer in Hong Kong focusing on the sale of its proprietary brand products in the field of beauty and personal care, namely PITANIUM and BIG PI online. It also generates revenue from the offline sale at six retail stores situated in Hong Kong’s premier shopping destinations.

The Loeb Smith team was led by Partner Gary Smith, and included team members Counsel Kate Sun, Associate Frost Wu and Associate Max Lee in Hong Kong. Loeb & Loeb LLP, TC & CO., and Tian Yuan Law Firm acted as U.S. legal counsel, Hong Kong legal counsel, and PRC legal counsel to Pitanium Limited, respectively, and VCL Law LLP as acted U.S. securities counsel for Cathay Securities, Inc., the underwriter in connection with the offering.

Corporate Partner, Gary Smith stated: “We are delighted to have advised Pitanium Limited on this significant milestone in its growth journey. Our firm is excited to see the resurgence of activity in capital market listings, and remains committed to delivering the team’s deep expertise, strategic advice and robust legal support in cross-border transactions and capital markets to clients as they navigate their path to success”.

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Loeb Smith ranked by Lexology as Legal Influencers Q1 2025 for Private client – Central and South America for  Cayman Islands law and BVI law related topics! 🥳🎉

Follow us to stay updated or catch up with the latest articles and legal insights on this link: https://www.loebsmith.com/news/

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We are very pleased to share that our law firm has been ranked again as one of the HONG KONG FIRMS TO WATCH (2025) by Asian Legal Business.

Visit ALB to read the announcement:

https://www.legalbusinessonline.com/features/rankings-alb-hong-kong-firms-watch-2025

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We are excited to be shortlisted once again in the “Best offshore law firm” and “Best offshore law firm – client service” categories for the With Intelligence HFM Asia Services Awards 2025! 🥳 🥂👏

Last year we won the “Best offshore law firm – client service” award and had a fantastic time celebrating with friends and other professionals at the With Intelligence HFM Asia Services Awards evening.

It is a pleasure working with clients and professional parties in #HongKong, mainland #China #SouthKorea #Japan and other parts of Asia to advise on investment funds employing varying strategies to invest in all asset classes.

Being shortlisted in 2025 is industry recognition of our expertise in the investment funds sector and our long-term commitment to delivering outstanding client service.

With offices in Hong Kong, British Virgin Islands and Cayman Islands, our integrated business model combined with our far-reaching approach to innovation and client service, enables us to meet the ever-evolving needs of clients and grow alongside them through sustainable partnerships.

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Hong Kong April 2, 2025 Loeb Smith Attorneys, one of the leading offshore corporate law firms with a strong growing presence in the APAC region, is pleased to announce that it has advised Hong Kong listed company, CTF Services Limited (formerly known as NWS Holdings Limited) (00659.HK) (“CTF”), in its series of direct and indirect acquisitions of shares in uSmart Inlet Group Ltd (“uSmart”), the Cayman holding company of a leading technology group (with more than 20 global subsidiaries) specialising in the financial industry, dedicated to providing professional one-stop financial and wealth management services and solutions primarily in Hong Kong and Singapore to both retail and institutional clients, for a total consideration of approximately US$130 million. Loeb Smith Attorneys acted as the Cayman and BVI legal counsel to CTF.

CTF’s indirect wholly owned BVI subsidiary has entered into conditional sale and purchase agreements and relevant share charge arrangements in its favour (the “Acquisitions”) on March 18, 2025. The completion of the Acquisitions is subject to satisfaction or waiver of certain conditions precedent.

The Loeb Smith team included Kate Sun and Max Lee in Hong Kong. Partner and Head of the firm’s Corporate and Investment Funds Group, Gary Smith, commented, “It is very encouraging to see that our firm has a growing presence and is building strong momentum in the APAC market, where our clients are entrusting us with a wide variety of transactional work and important projects. We are thrilled to be working with reputable and well-established listed companies in Hong Kong like CTF, that allow us to advise in such large-scale acquisitions and achieve the necessary milestones together with other professional parties in support of our clients. Mergers and acquisitions, along with capital markets and litigation practices, are other key focus areas of our practice in Asia, and as a young and vibrant firm, we still see continued growth opportunities in this space.”

***

About Loeb Smith Attorneys

Loeb Smith Attorneys is one of the leading offshore corporate law firms considered one of the most active and knowledgeable firms for advising on offshore investment funds formation and launch of all asset classes including public securities, private equity, venture capital, real estate, and virtual assets. Other areas of strength and growth are advising on M&A, Finance, Corporate Restructurings, Capital Markets, Regulatory Compliance, Investments, Logistics, Shipping and Aviation.

Considered a leading law firm in the Fintech and Blockchain Technology space, Loeb Smith also advises on token issuances, application for VASP licences for Web 3.0 businesses, Metaverse infrastructure and other virtual asset service providers, and utilising Cayman and BVI structures to develop virtual asset platforms for DAOs. Loeb Smith’s clients are investment managers, financial institutions, onshore counsels, and HNWIs who the firm advises on day-to-day legal issues and complex, strategic matters.

Some of our firm’s recent accolades are: winning Leading Firm in Client Satisfaction 2024 award by Legal 500; ranked in Investment Funds category and listed as one of the Firms To Watch for Corporate & Commercial by Legal 500 in 2024; named as Recommended Firm by IFLR 1000 from 2021 to 2024; named in Offshore Client Choice List by Asian Legal Business from 2021 to 2023; ranked amongst Top 30 Asia’s Fastest Growing Law Firms by Asian Legal Business in 2023 and 2024; ranked in The A-List: Top Offshore Lawyers by Asia Business Law Journal in 2022 and 2024; named as one of the ALB Hong Kong Firms to Watch 2024; winning Best Law Firm – Fund Domicile at Hedgeweek US Emerging Manager Awards 2023 and 2024; winning Best Law Firm – Fund Domicile at Private Equity Wire US Emerging Manager Awards 2023 and 2024; winning Best Law Firm – Fund Domicile at Private Equity Wire US Awards 2023; and winning The Best Offshore Law Firm – Client Service at With Intelligence HFM Asia Services Awards 2024.

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www.loebsmith.com
BRITISH VIRGIN ISLANDS   |  CAYMAN ISLANDS  |  HONG KONG

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Hong Kong (14 March 2025) Further to the announcement on 22 November 2024, Loeb Smith Attorneys is pleased to announce its role as legal advisor in the successful completion of the going private merger transaction of First High-School Education Group Co., Ltd. (the “Company”), an education service provider primarily focusing on high schools in Western China. This significant transaction, effective 10 March 2025, transforms the Company to a private company and the American depositary shares of the Company are no longer quoted on the OTC market and the Company’s ADS program was terminated. The Company intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a Form 15 suspending the Company’s reporting obligations under the Securities Exchange Act of 1934. The Company’s obligations to file with or furnish to the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.

Loeb Smith Attorneys served as the Cayman Islands legal counsel to the Special Committee and the Loeb Smith team of lawyers advising on the closing of the transaction was led by Partner, Gary Smith and included team members Kate Sun and Frost Wu in Hong Kong.

Loeb Smith Attorneys looks forward to delivering more insightful and strategic advice and legal support to clients on a diverse range of M&A transactions in the APAC region.

First High-School Education Group Announces Completion of Going Private Transaction | Morningstar

***

About Loeb Smith Attorneys

Loeb Smith Attorneys is one of the leading offshore corporate law firms considered one of the most active and knowledgeable firms for advising on offshore investment funds formation and launch of all asset classes including public securities, private equity, venture capital, real estate, and virtual assets. Other areas of strength and growth are advising on M&A, Finance, Corporate Restructurings, Capital Markets, Regulatory Compliance, Investments, Logistics, Shipping and Aviation.

Considered a leading law firm in the Fintech and Blockchain Technology space, Loeb Smith also advises on token issuances, application for VASP licences for Web 3.0 businesses, Metaverse infrastructure and other virtual asset service providers, and utilising Cayman and BVI structures to develop virtual asset platforms for DAOs. Loeb Smith’s clients are investment managers, financial institutions, onshore counsels, and HNWIs who the firm advises on day-to-day legal issues and complex, strategic matters.

Some of our firm’s recent accolades are: rankings in IFLR1000, Legal 500; winning Best Law Firm – Fund Domicile at Hedgeweek US Emerging Manager Awards 2023 and 2024; winning Best Law Firm – Fund Domicile at Private Equity Wire US Emerging Manager Awards 2023 and 2024; winning Best Law Firm – Fund Domicile at Private Equity Wire US Awards 2023; recognised amongst Top 30 Asia’s Fastest Growing Law Firms in 2023 by Asian Legal Business; ranked in The A-List: Top Offshore Lawyers by Asia Business Law Journal in 2022 and 2024; winning The Best Offshore Law Firm – Client Service at With Intelligence HFM Asia Services Awards 2024; ranked in ALB Hong Kong Firms to Watch 2024 list.

www.loebsmith.com
BRITISH VIRGIN ISLANDS   |  CAYMAN ISLANDS  |  HONG KONG

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We are delighted to announce that our law firm has been shortlisted in the Hedgeweek European Awards in no less than four categories.

  • Law Firm of the Year: Client Service
  • Law Firm of the Year: Fund Domicile
  • Law Firm of the Year: Overall
  • Law Firm of the Year: Start-up & Emerging Funds

We are proud to provide a high quality of service that is consistently appreciated by our clients, and we look forward to continuing working with them to find successful outcomes and solutions to their day-to-day issues and complex, strategic matters.

Thank you for helping us win in the past two years and for your continuous support.

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Hong Kong January 28, 2025 Loeb Smith Attorneys, one of the leading offshore corporate law firms with a strong growing presence in the APAC region, has recently advised investment and securities trading group, Grit Global Capital Group Limited, among other clients, on their new share subscriptions and shareholders arrangements from British Virgin Islands law perspectives (the “Transactions”).

The Transactions were led by Partner Ivy Wong and assisted by Max Lee and Frost Wu in Hong Kong. Partner and Head of the firm’s Corporate and Investment Funds Group, Gary Smith, commented, “In view of the continuous growth of our corporate client base and deal flow in Asia Pacific, we have strategically strengthened and expanded our corporate and capital markets practice in Hong Kong to provide a strong team and help serve our clients in same time zone. This move is very well-received by our clients and able to attract new ones who seek to resort to our excellent services, as recognized by reputable legal directories with multiple awards to the firm in client satisfaction and best client services.”

Partner Ivy Wong in Hong Kong also commented, “Corporate and shareholding restructurings, new share subscriptions, investors’ collaborations and synergies building are all part of the latest mega trends. The firm is well-equipped with the necessary corporate law capability and expertise to meet those clients’ needs and market trends, which was made possible for reasons of its strong leadership, vision and commitment to the region. The team is pleased to be servicing its clients in different industry sectors that have a common goal and vision for growth and expansion.”

***

About Loeb Smith Attorneys

Loeb Smith Attorneys is one of the leading offshore corporate law firms considered one of the most active and knowledgeable firms for advising on offshore investment funds formation and launch of all asset classes including public securities, private equity, venture capital, real estate, and virtual assets. Other areas of strength and growth are advising on M&A, Finance, Corporate Restructurings, Capital Markets, Regulatory Compliance, Investments, Logistics, Shipping and Aviation.

Considered a leading law firm in the Fintech and Blockchain Technology space, Loeb Smith also advises on token issuances, application for VASP licences for Web 3.0 businesses, Metaverse infrastructure and other virtual asset service providers, and utilising Cayman and BVI structures to develop virtual asset platforms for DAOs. Loeb Smith’s clients are investment managers, financial institutions, onshore counsels, and HNWIs who the firm advises on day-to-day legal issues and complex, strategic matters.

Some of our firm’s recent accolades are: winning Leading Firm in Client Satisfaction 2024 award by Legal 500; ranked in Investment Funds category and listed as one of the Firms To Watch for Corporate & Commercial by Legal 500 in 2024; named as Recommended Firm by IFLR 1000 from 2021 to 2024; named in Offshore Client Choice List by Asian Legal Business from 2021 to 2023; ranked amongst Top 30 Asia’s Fastest Growing Law Firms by Asian Legal Business in 2023 and 2024; ranked in The A-List: Top Offshore Lawyers by Asia Business Law Journal in 2022 and 2024; named as one of the ALB Hong Kong Firms to Watch 2024; winning Best Law Firm – Fund Domicile at Hedgeweek US Emerging Manager Awards 2023 and 2024; winning Best Law Firm – Fund Domicile at Private Equity Wire US Emerging Manager Awards 2023 and 2024; winning Best Law Firm – Fund Domicile at Private Equity Wire US Awards 2023; and winning The Best Offshore Law Firm – Client Service at With Intelligence HFM Asia Services Awards 2024.

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Hong Kong January 16, 2025 Loeb Smith Attorneys, one of the leading offshore corporate law firms with a strong growing presence in the APAC region, has recently acted as special offshore counsel and advised various clients on the different aspects and stages of their transactions and matters, including China Aircraft Leasing Group Holdings Limited (01848.HK) on the closing of its financing transaction, Yue Xiu Securities Holdings Limited on its funds related matters and Park Capital Group on its investment-related corporate arrangements (the “Offshore Law Matters”).

The Offshore Law Matters relate to Cayman Islands and British Virgin Islands law, and the advice was given and led by Partner Ivy Wong and included team members Frost Wu and Max Lee in Hong Kong. Partner and Head of the firm’s Corporate and Investment Funds Group, Gary Smith, commented, “It has been encouraging to see that Cayman Islands and British Virgin Islands law regimes have remained popular and important regimes amongst corporates, funds and private wealth clients in the Asia Pacific region, and that our firm is able to deliver the different services and advice that meet the needs and demands of many respectable clients in the region. We remain positive of the outlook of the market and are committed to serving our clients in Asia and those who are seeking to build their presence in Asia.”

Partner Ivy Wong in Hong Kong also commented, “Many of our clients, both public and private clients, professional and individual clients, come to us for specific and tailored services and advice on their transactions. Apart from acting as deal counsel to a wide variety of transactions including financing, funds and corporate transactions, we also act as special counsel advising on specific aspects of offshore law and at different stages of transactions, depending on the needs of our clients and the structure of the underlying deals. We provide added value and are very client-focused and oriented so that the most appropriate legal solutions and attention can be provided to help facilitate and enable a smooth running and closing of the transactions.”

About Loeb Smith Attorneys

Loeb Smith Attorneys is one of the leading offshore corporate law firms considered one of the most active and knowledgeable firms for advising on offshore investment funds formation and launch of all asset classes including public securities, private equity, venture capital, real estate, and virtual assets. Other areas of strength and growth are advising on M&A, Finance, Corporate Restructurings, Capital Markets, Regulatory Compliance, Investments, Logistics, Shipping and Aviation.

Considered a leading law firm in the Fintech and Blockchain Technology space, Loeb Smith also advises on token issuances, application for VASP licences for Web 3.0 businesses, Metaverse infrastructure and other virtual asset service providers, and utilising Cayman and BVI structures to develop virtual asset platforms for DAOs. Loeb Smith’s clients are investment managers, financial institutions, onshore counsels, and HNWIs who the firm advises on day-to-day legal issues and complex, strategic matters.

Some of our firm’s recent accolades are: winning Leading Firm in Client Satisfaction 2024 award by Legal 500; ranked in Investment Funds category and listed as one of the Firms To Watch for Corporate & Commercial by Legal 500 in 2024; named as Recommended Firm by IFLR 1000 from 2021 to 2024; named in Offshore Client Choice List by Asian Legal Business from 2021 to 2023; ranked amongst Top 30 Asia’s Fastest Growing Law Firms by Asian Legal Business in 2023 and 2024; ranked in The A-List: Top Offshore Lawyers by Asia Business Law Journal in 2022 and 2024; named as one of the ALB Hong Kong Firms to Watch 2024; winning Best Law Firm – Fund Domicile at Hedgeweek US Emerging Manager Awards 2023 and 2024; winning Best Law Firm – Fund Domicile at Private Equity Wire US Emerging Manager Awards 2023 and 2024; winning Best Law Firm – Fund Domicile at Private Equity Wire US Awards 2023; and winning The Best Offshore Law Firm – Client Service at With Intelligence HFM Asia Services Awards 2024.

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