Fiduciary Services

Centaur provides specialized corporate services that allow our clients to fulfil all of their statutory obligations in a timely and efficient manner. We see the provision of corporate services as being a core part of our offering and have a dedicated team of qualified professionals.

• Routine company related matters, such as organising, attending and producing minutes of Board meetings, audit committee meetings and valuation committee meetings.
• Assistance with ad-hoc company related matters, such as a change of director or service provider.
• Drafting resolutions in respect of routine matters such as the approval of documents and ad-hoc matters such as valuations of specific investments, a change to the Board of directors etc.
• Assisting the Board with governance matters such as Board assessments, compliance with governance standards etc.
• Co-ordinating changes to all offering documents and carrying out relevant filings with regulators.

Centaur provides corporate, registered office and domiciliation services for entities domiciled in a number of jurisdictions including the Cayman Islands, Ireland, Luxembourg and England. These services include:

• Provision of a local mailing address and a mail forwarding service.
• Preparation and submission of annual returns to the registrar of companies in the Cayman Islands and Ireland, the RCS in Luxembourg and Companies House in England.
• Maintenance of companies’ and partnerships’ records.
• Invoicing clients, payment of fees and filing of documents with relevant regulatory authorities and acting as a liaison between the entity and the relevant regulatory body.
• Certification, notarization and legal review of documents.
• Obtaining tax exemption certificates.
• Obtaining certificates of good standing.
• Preparation of Certificates of Incumbency.

Centaur provides experienced professionals to perform the roles of AMLCO, MLRO and DMLRO for funds and entities. These officers are wholly accountable to the board/governing body of the fund or entity in respect of the following duties:

• Ensuring the entity has adequate procedures in place to comply with all aspects of regulations.
• Regularly requesting and reviewing information from the fund administrator and/or the investment manager to assess the money laundering and
  terrorist financing risks to which the fund may be exposed.
• Regularly requesting and reviewing information from the administrator and investment manager to monitor compliance with anti-money laundering and anti-terrorist financing obligations.
• Receiving and investigating suspicious activity reports (SARs) and where necessary, reporting such to the relevant regulatory authorities.
• Reporting to the Board/governing body of the fund at its scheduled meetings, in respect of the fund’s compliance with the AML Regulations.
• Conducting annual reviews of the fund administrator’s and/or investment manager’s anti-money laundering and anti-terrorist financing procedures and controls.
• Performing periodic testing to verify the fund’s compliance with the AML Regulations.

Centaur offers FATCA (Foreign Account Tax Compliance Act) and OECD Common Reporting Standard (CRS) compliance services to its clients, including:

• Registration:
  Centaur completes the online registration on behalf of the fund to obtain the necessary Global Intermediary Identification Number (“GIIN”).
• Investor FATCA classification:
  Centaur conducts initial and ongoing reviews of investor data and compiles the necessary documentation and information to establish investor FATCA/CRS status.
• Responsible officer and point of contact:
  Centaur acts as a Responsible Officer (“RO”) and Point of Contact (“POC”) for both IRS and LCA enquiries.
• Submission of all necessary reports, certifications and filings, within the required timeframes, to the LCA or directly to the IRS, as applicable.
• Continuous monitoring of investor accounts for any changes to FATCA/CRS status.
• Reporting on a regular basis to the Board of directors of the fund on FATCA/CRS compliance.

Centaur provides clients a regulatory reporting service including assistance with statutory filings which removes the administrative burden involved in gathering and submitting the data to the financial regulators.

CENTAUR FINANCIAL LIMITED

Centaur Financial Limited (“CFL”) provides independent depositary services for managers of non-EU domiciled alternative investment funds, assisting you in meeting your Alternative Investment Fund Manager Directive (“AIFMD”) responsibilities.

DEPOSITARY SERVICES
Our experts assist you with the AIFMD regime and work with you to ensure you meet your depositary requirements in a timely and efficient manner.

CASH FLOW MONITORING: (ARTICLE 21.7)

The depositary is responsible for properly monitoring the AIFs cash flows. At CFL, we:

• Ensure access to all cash account information held by or on behalf of AIFs, including payment information relating to subscriptions by investors.
• Ensure all institutions where accounts are held meet the requirements of Directive 2006/73/EC (regulatory status and verification).
• Conduct cash flow movement reconciliations.
• Monitor unusual or significant cash flows and escalate to the AIFM.
• Review the adequacy of cash monitoring controls annually.
• Ensure the resolution of discrepancies identified by reconciliation controls.
• Check the consistency between CFL’s cash position records against those of the AIFM.

OVERSIGHT FUNCTION: (ARTICLE 21.9)

CFL Oversight Services include:

• Conduct monitoring to provide reasonable assurance that investor transactions have been processed correctly and in accordance with the applicable laws and the AIFs’ constitutional documents
• Conduct monitoring to provide reasonable assurance that the value of the AIFs’ units or shares have been calculated in accordance with the applicable laws and constitutional documents and the provisions of Article 19 of AIFMD
• Carry out the AIFM’s instructions unless they conflict with applicable laws or the AIFs’ constitutional documents.
• Conduct monitoring to provide reasonable assurance on the AIFs’ compliance with investment restrictions and leverage restrictions in the AIFs’ constitutional documents.
• Conduct monitoring to provide reasonable assurance that trades are settled within an acceptable timeframe
• Conduct monitoring to provide reasonable assurance that any income is applied by the AIF in accordance with applicable law and the AIFs’ constitutional documents.
• Escalate any issues identified by the above.

U.S. PARTNERSHIP REPRESENTATIVE REQUIREMENT

The Internal Revenue Service (IRS) requires all Partnerships that do not elect out of the Bipartisan Budget Act of 2015 (BBA) to appoint a US ‘Partnership Representative’ (PR) while filing Partnership returns. The role of this representative is to liaise with the IRS on all tax related matters.

Under the regulation, a partnership must designate a PR on its return for each taxable year. If entities appoint a company/entity as PRs, a designated individual needs to be appointed too. If the partnership does not designate a Partnership Representative, the IRS may appoint one.

This regulatory requirement has created challenges for funds that do not have US based representatives. Centaur solves this through its Partnership Representative solution with an assigned team acting as designated persons to ensure all regulatory obligations are met for our clients.

The advice provided is independent as Centaur is not affiliated with any legal or financial institutions.  Additionally, all of Centaur’s PR Services are subject to a client’s prior approval before submitting any responses to the IRS.

U.S. PARTNERSHIP REPRESENTATION SERVICES

Centaur’s US team has the knowledge and expertise to ensure clients navigate successfully through administrative and regulatory requirements. Our services include:

• Act as your US Partnership Representative.
• Securing consent prior to issuing any responses to the IRS.
• Receiving and promptly forwarding all correspondence from the IRS to the General Partner.
• Attending meetings with the IRS, the Partners and advisers.
• Executing and filing documentation with the IRS or courts on behalf of the Partnership and Partners with respect to the audit and assessment processes.
• Maintaining a “substantial presence” in the United States under the tax rules.
• Tracking all correspondence with the IRS.

WHY CENTAUR?

The benefits of using Centaur’s U.S. Partnership Representative Services are many:

• Local and jurisdictional knowledge through our U.S. based team.
• Reassurance for investors with Centaur’s independence.
• Experienced management team.
• Increased efficiencies resulting from using the same provider for fund administration and tax services.