COMPANY SECRETARIAL 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.
• Director services and coordination of independent Director appointments.
• 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.
• Conversion: Centaur drives the conversion process on our clients’ behalf, including:
  • Drafting resolutions for the appointment of Centaur and monitoring any necessary filings to effect the changes.
  • Liaising with the Board and Investment Manager for the purposes of opening bank accounts.
  • Collating comments and obtaining Board approval of a company’s offering document and filing an offering document and MF form with CIMA once finalised.

We provide corporate and registered office services for Luxemburg, Ireland and Cayman Islands domiciled entities. Registered office services include:

• Provision of a local mailing address and a mail forwarding service.
• Preparation and submission of annual returns to the Registrars.
• Maintenance of companies’ and partnerships’ records.
• Invoicing clients and payment of fees to the local authority, the filing of documents with the Registrars and acting as a liaison between the entity and the Registrar.
• Certification, notarization and legal review of documents.
• Obtaining tax exemption certificates.
• Obtaining certificates of good standing.
• Preparation of Certificates of Incumbency.

Centaur provides money laundering officer services that 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 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 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. 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, Centaur:

• Ensures access to all cash account information held by or on behalf of AIFs, including payment information relating to subscriptions by investors.
• Ensures all institutions where accounts are held meet the requirements of Directive 2006/73/EC (regulatory status and verification).
• Conducts cash flow movement reconciliations.
• Monitors unusual or significant cash flows and escalate to the AIFM.
• Reviews the adequacy of cash monitoring controls annually.
• Ensures the resolution of discrepancies identified by reconciliation controls.
• Checks 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), pursuant to the Bipartisan Budget Act of 2015 (BBA), requires those entities which have elected to be treated as partnerships, for U.S. tax purposes (“Partnerships”) to appoint a US ‘Partnership Representative’ (PR). The PR’s role is to liaise with the IRS on all tax related matters.

Pursuant to this legislation, 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 PR, the IRS may appoint one.

This regulatory requirement has created challenges for funds that do not have U.S. based representatives. Centaur solves this through its PR solution, with an assigned U.S. domiciled 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, Centaur’s actions in respect of the PR services we offer are subject to a client’s prior approval, before submitting any responses to the IRS.

U.S. PARTNERSHIP REPRESENTATION SERVICES

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

• Acting as your U.S. 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/ Board.
• Attending meetings with the IRS, General Partners/Boards and advisers.
• Executing and filing documentation with the IRS or courts on behalf of the Partnership and investors/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?

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