Offering Legal, Tax, Business & Banking Services to Hedge Funds & Fund Managers Worldwide
Director, Trustee & Shareholder Services
Offshore Funds & Companies Having the right independent director is crucial. We offer highly qualified independent directors to serve as company and fund board members. Our independent directors are experienced and qualified professionals who work with hedge funds and other types of business companies. Our independent directors only sit on a limited number of appointments and this ensures prompt attention to any matters that arise. We would be delighted to provide you with a detailed proposal for our independent director services. Contact either Hannah Terhune or Mark DuBois to Learn About Our International Director Services
What is a Director in a Fund Context? The basic function of the board of directors is to oversee the business and activities of the company at a high level. The company has legal personality separate from the shareholders and crucial to this separation are the board of directors, who are ultimately responsible for the management of the business in accordance with rules detailed in the memorandum and articles of association but also the provisions of company law and other laws in the jurisdiction in which it is established. Executive directors are full-time employees involved in the day-to-day management of the company. However, funds would normally have non-executive directors who are not required to dedicate their entire time to the company. It should be noted that there is no legal distinction between executive and non-executive directors. Non-executive directors have the same legal duties, responsibilities and potential liabilities as executive directors and they are required to dedicate the necessary time to each of their appointments. An “independent” director is one who is independent of management and free from any business or other relationships which could significantly interfere with the director’s ability to act in the best interests of the company or investors.
Duties of Directors Whether executive or non-executive or independent, all directors have the same duties. In the British Virgin Islands, the Bahamas and the Cayman Islands as an example being one of the most popular jurisdictions to establish an offshore hedge fund, the Companies Law has developed under the principles of English common law. In this countries, the duties are loyalty, honesty and good faith (or “fiduciary” duties), and the duties of care, skill and diligence. These duties exist to protect shareholders (and creditors in some cases) so that the company is operated in a proper business like manner so that the rights of each of the shareholders are not disregarded by those charged with the management of the company. Directors have a fiduciary relationship with the company that encompasses the concept of trust and confidence – a fiduciary is expected to put the interests of those he is acting for ahead of his own, to avoid any semblance of conflict of interest.
What is a Nominee Shareholder and How Does a Nominee Relationship work? A nominee is a person or entity named by another party (called a “nominator”) to hold title to a certain property. The nominee is the registered owner of the property but not the beneficial owner. All rights and incidents of true ownership belong to the beneficial owner. The nominee stands in a position of trust to follow the orders of the beneficial owner with respect to the asset. For example, if a parent registers stock in the name of his son, and the parties understand that the son holds bare legal title to the stock, the parent is the party with the right to vote the stock. Further, the payment of dividends by the company to the son does not mean the son can keep the funds paid. He has the duty to turn over the dividend to the parent. Following these lines, the parent, and not the son must report the dividend income on his or her tax return. This example illustrates how the use of nominees does not alter the obligations of the beneficial owner with regard to paying tax and meeting any reporting requirements with respect to the stock.
Call Us First We are experts in international hedge funds and tax. Click on any reference below to our leading articles:
Strategic Hedge Fund Planning by Hannah Terhune. Wilmott Magazine Ltd. (Volume 2013, Issue 63, pages 8-11 January 2013).
Trading Foreign Index Contracts? Know the Tax Rules Before You Trade by Hannah M. Terhune and Roger D. Lorence. Stocks, Futures and Options (June 2005).
Capital Management Services Group, Inc. is recognized by discriminating persons as being one of the foremost legal authorities in the hedge fund industry. Ms. Terhune's numerous articles on hedge funds and international tax matters have appeared in publications worldwide. Read Our Leading Media Content and Articles by Hannah Terhune on Hedge Funds and International Tax Planning, Chances are, if you have read anything related to starting a hedge fund, Ms. Terhune wrote it. Read Our Client Comments and Read About Hannah Terhune on LinkedIn. When you engage us you get a unique combination of securities, tax, and business experience. Give us the opportunity to use our knowledge and experience for you. No client is too large or too small for us. We pride ourselves in providing personal attention to each Client. We provide high quality services at competitive rates. But don't take our word for it, give us a call and let us prove what we can do for you.
Capital Management Services Group, Inc. is an authority in the hedge fund industry. It is a forward-thinking law firm focused on creating long-term collaborative relationships with a select group of clients interested in the same. It strives to provide “high touch” service and perform a defined set of legal and other services with impeccable efficiency. We offer professional tax advice, state and federal SEC advice, business planning services, international tax, and tax return preparation.
We cater to high-net worth individuals and businesses in the alternative investment community. We are experienced in wealth management, U.S. and offshore hedge fund formations, incubator hedge funds, spot forex funds, master/feeder funds, commodity pools, commodity trading advisory businesses, investment advisory companies, fund administration, SEC and state investment adviser registrations, compliance with Blue Sky laws, and hedge fund taxation. We offer professional tax advice, state and federal SEC advice, business planning services, international tax, and tax return preparation. You may have an unusual situation that needs special attention. We are ready to help. Perhaps you need extra support in an area, such as year-end accounting or performance audits. Blue-sky filings or Investment Advisor Registration We can help. We offer complete 24/7 access and great working relationships. We are simply second to none. Think outside the ordinary.
Our best ideas are not on this website. When you consult with us, you have access to a unique and desirable blend of personalized,yet, professional experience. Give us the opportunity to put our knowledge and expertise to work for you. We provide high quality services at competitive rates. We offer “white glove” corporate concierge services. We have many ideas and the resources to implement them. Get answers to your specific questions and purchase a consultation with a lawyer. We look forward to connecting with you personally and are confident that you will be impressed. We set up a variety of investment funds, provide business and global tax advice, while offering continuous support services to our clients. We help our clients as their needs evolve and take pride in maintaining relationships with our clients.
Our Commitment Henry David Thoreau wrote: "Do not hire a man who works for money, but him who does it for love of it." We are committed to your business plans and bringing you the best possible options. We are an established and internationally recognized business that serves and educates our clients throughout the industry. We do this by striving for the best results. Above all, we are a law firm. A lawyer is a philosopher and role model. The ability to improve our clients' lives is a privilege that we do not take lightly. There is tremendous power in being able to effect a positive change in our clients' lives. Our aim is to welcome our clients and to provide a comfortable, warm environment for all.
