The long-awaited Incorporated Segregated Accounts Companies Act 2019 was tabled in the House of Assembly on September 27.
The ISAC Act is a stand-alone piece of legislation and a companion statute to the Segregated Accounts Companies Act 2000.
The introduction and development of uses of the segregated accounts company concept by the Bermuda re/insurance industry has enhanced the island's standing as an offshore jurisdiction.
Moreover, the use of SACs has been expanded to include areas such as the funds industry.
Purpose-built to cater for the needs of existing and future Bermuda business partners, the new legislation will serve to provide individual industry players with yet another compelling reason for choosing to domicile their businesses on the island.
As is the case with SACs, the uses to which incorporated segregated accounts companies may be applied are many.
This article will provide some leading examples of the application of the ISAC Act to the financial services and other sectors.
A key feature of both an SAC and an ISAC is that the assets of each individual segregated account, or cell, will not be available to the creditors of any other cell.
Moreover, it is possible for individual cells to be subject to winding-up proceedings while the ISAC or SAC and the other cells remain unaffected.
Under the SAC Act, the statutory divisions between accounts do not create separate bodies corporate. The ISAC Act, conversely, is distinguished by the creation of separate bodies corporate.
Under the ISAC Act, it would be possible to offer an alternative to the conventional corporate group structure, with its ultimate parent and numerous intermediate holding companies, affiliates and subsidiaries and the expense that this entails, with a more operationally efficient and cost-effective ISAC structure.
There are numerous potential uses of an ISAC structure in a multinational group environment. Indeed, the ISAC could be the ultimate parent with its incorporated segregated accounts acting as holding companies to each subsidiary and operating in separate jurisdictions so that an ISA is the intermediate holding company for a group's operation in a specific country or region.
Alternatively, ISAs could act as holding companies in respect of specific classes of business. Another ISA may be the "group" entity which provides administrative, human resource, payroll and other support roles to the group's other ISA, while yet another ISA may act as owner of all the group's intellectual property assets.
ISAC structures can also be utilised in both the captive and large commercial re/insurer context and potentially also in short-term and long-term business.
Other examples of potential uses include:
" Securitisation – making use of special purpose vehicle ISAs for the issue of securities, rights issues and other capital raising mechanisms;
" Mutual funds/collective investment schemes/open-ended investment companies – the ISAC structure would be attractive for the umbrella fund, multi-class, multi-strategy funds;
" Hedge funds – ISAC structures would also be particularly useful to hedge funds to better control and ring-fence risk exposures and offer greater flexibility to deal with issues such as redemptions;
" Family office structures – ISAC structures would allow high-net-worth individuals to transfer certain of their businesses to individual family members while retaining a majority/minority shareholding interest within each ISA and ensuring that the assets of each ISA are protected from liabilities of others which are majority/minority owned by other family members; and
" Asset ownership companies – the ISAC structure would provide greater efficiencies for owners of ships and aircraft, where historically each vessel or aircraft has been registered under the ownership of separate subsidiaries.
These are just a few examples of the many structures that the ISAC Act can facilitate. As they demonstrate, the legislation will be a welcome addition to Bermuda's legislative arsenal, ensuring that the island maintains its leadership position in offshore finance and product development.
First published in The Royal Gazette, Legally Speaking, October 2019
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.