Note: The following items marked with NEW have been recently added or updated.
Registration/Licensing - Conversions/Re-registrations

Do investors in a fund converting from a Limited Investor Fund to a Registered Fund need to meet the minimum initial investment of at least CI$80,000 (US$100,000)?

Funds converting from registration under section 4(4) to section 4(3) of the Mutual Funds Act must adhere to the minimum initial investment requirement. As such, these funds must provide an affidavit confirming compliance. Investors whose initial investments are below the required minimum must either increase their investment or be redeemed before the fund completes its conversion/registration under section 4(3) of the Mutual Funds Act, unless their current investment meets the minimum requirement.

Core documents required for changing the Registration/Licence Type:

  • A cover letter requesting re-registration (change of registration type) and stating the desired re-registration date. The Authority will recognize the date of application when a complete application is received. If incomplete, the date of the last received requirement will be acknowledged;
  • Original Certificate of Registration or Affidavit of Lost Certificate (not applicable for electronic certificates);
  • Change of Name Certificate/REEFS Application number (if applicable);
  • Form MF (1 – Registered Fund)/(2 & 2A – Administered Fund)/(3 – Licensed Fund)/(4 – Master Fund)/(Limited Investor - APP-101-78);
  • Offering Memorandum plus Supplements (if applicable);
  • Auditor's letter of consent (“LOC”) (if a new auditor is appointed);
  • Mutual Fund Administrator's LOC (if a new administrator is appointed);
  • MLO Form (MLO-154-99) (if not already on record with the Authority);
  • Annual Fees paid and up-to-date;
  • FAR Fees paid and up-to-date;
  • Audited Financial Statements up-to-date;
  • Application fee (CI$300 or US$365.85);
  • Fee for filing an updated Offering Memorandum (CI$100); and
  • The complete application package should be submitted via email to the Registrations Team at [email protected].

Additional requirements specific to the Registration/Licence type:

  • Changing from a Master Fund under Section 4(3)(a): Payment of an additional CI$1,000 to account for the resulting increase in the annual fee from CI$2,500 to CI$3,500.
  • Changing to a Registered Fund or Master Fund under Section 4(3): Affidavit from or on behalf of operators confirming that investors meet the minimum investment requirement of CI$80,000 (or its equivalent).
  • Changing to an Administered Fund under Section 4(1)(b): Confirmation of the provision of Principal Office to the fund (Completed MF2A form). The selected Principal Office must hold an active Full Mutual Fund Administrator Licence.
  • Changing to a Limited Investor Fund under Section 4(4): Affidavit from or on behalf of the operators certifying that the fund has 15 or fewer investors, and evidence that a majority of investors have the power to remove the fund’s operator.
  • Changing to a Licensed Fund under Section 4(1)(a):
  • Personal Questionnaires: Three references (including one financial and one character reference) and police clearance certificates for all Directors:

     - Must be fully completed and typed or printed in clear block letters;
     - Personal addresses must be provided;
     - CVs of Directors should be included; and
     - Dated within six months of the application date.

  • Police Clearance Certificates/Affidavit of No Convictions:

     - Dated within six months of the application date;
     - Ensure the police clearance certificate is stamped and signed;
     - If an affidavit is used, ensure it is signed by the applicant or a notary and affixed with the required seal.

  • Character References:

     - Must comply with the Authority’s Policy on Minimum Standards for Reference Letters;
     - Must be provided by an individual who is not related to the applicant;
     - Must include how long the individual has known the applicant (minimum of 3 years) and in what capacity;
     - Must be signed; and
     - Must be dated.

  • Financial References:

     - Must comply with the Authority’s Policy on Minimum Standards for Reference Letters;
     - Must be provided by a financial institution or the applicant’s personal accountant;
     - Must include the length of time the account has been held (minimum of two years) and whether the account has been satisfactorily maintained;
     - Must be signed and on company letterhead; and
     - Must be dated.

  • Background details on the service providers if not included in the offering document.

These transitions are treated by the Authority as the cancellation of the fund's original registration under one Act (e.g., MFA), followed by a new registration under the other Act (e.g., PFA).

The fund will need to pay additional Annual Registration Fees when submitting the re-registration application. Fees paid for the initial registration cannot be transferred to the new registration within the same calendar year (e.g., PFA to MFA).

Core Requirements for Cancelling a Licence or Registration of a Fund:

  • Original Certificate of Registration or Affidavit of Lost Certificate (not applicable for electronic certificates);
  • The prescribed fee payable for surrendering the Licence or Certificate of Registration under the Monetary Authority Act (MAA);
  • A certified copy of the resolution by the operators, shareholders, or unitholders, indicating the date on which the fund will or has ceased business as a fund in or from the Cayman Islands when re-registering from a Regulated Mutual Fund to a Registered Private Fund (or vice versa);
  • The completed de-registration package, if a Mutual Fund, should be submitted via REEFS to the Terminations Team or, if a Private Fund, via email to the Terminations Team at [email protected]. At the same time, submit a copy of the new fund registration via email to the Registrations Team at [email protected].

Additional Requirements for converting from a fund under the MFA to the PFA (i.e., becoming a closed-ended fund):

  • An updated offering document, supplement to the offering document, or in the absence of an offering document, a consent from the investors stating that the fund is changing from open-ended to closed-ended and will no longer meet the Mutual Fund definition under the MFA;
  • A certified copy of the memorandum and articles of association showing the restriction on the redemption rights of the closed-ended shares; and
  • An affidavit from the operator(s) attesting to the following:

   - The reason for the conversion (re-registration);
   - That as far as the operator is aware, while licensed or registered with the Authority, the fund operated according to its articles, other constitutive documents, and its offering document, including adherence to all investment guidelines and restrictions, and net asset value computation;
   - That the conversion from an open-ended to a closed-ended fund is done in accordance with the fund’s offering document and constitutive documents; and
   - That while licensed or registered with the Authority, the fund has not operated in a manner prejudicial to its investors and creditors.

  • Once the fund’s licence or certificate of registration is confirmed as cancelled, begin a new fund registration application via REEFS following the guidance for new fund registrations (using the appropriate form):

    - Note that annual Registration Fees cannot be transferred from a fund re-registration from one regime to another (e.g., PFA to MFA) within the same calendar year.
    - New Auditor and Fund Administrator letters of consent (LOCs) are not required unless different service providers are appointed.

The following six items are needed to re-register as an SPC:

  • Certificate from the Registrar of Companies under the new SPC name;
  • Revised Offering Memorandum (OM) with the new SPC name;
  • Payment of a CI$100 fee for the revised OM;
  • Original registration certificate issued by the Authority (not applicable if electronically produced);
  • Revised auditor’s consent letter listing both the SPC and SP names; and
  • Revised fund administrator’s consent letter listing both the SPC and SP names.

Requests for the addition of relevant SPs should be submitted via REEFS using the form ADD-125-99 and also emailed to [email protected].

Registration - Private Funds

Under the PFA, a “private fund” is defined as a company, unit trust, or partnership that issues or has issued investment interests with the intention of pooling investor funds to allow investors to receive profits or gains from the entity’s investments. This applies when:

          (1) Investors do not have direct control over the acquisition, management, or disposal of investments; and

          (2) The investments are managed as a whole by or on behalf of the operator of the private fund, with compensation based on the assets, profits, or gains of the company, unit trust, or partnership.

Exclusions include:

        (1) Entities licensed under the Banks and Trust Companies Act (as revised) or the Insurance Act (as revised);

        (2) Entities registered under the Building Societies Act (as revised) or the Friendly Societies Act (as revised); and

        (3) Non-fund arrangements.

The latest version of the Private Funds Act (PFA) is available here on our website for reference. A printed copy can also be purchased from the Cayman Islands Legislative Assembly.

Yes. Funds that are expressly stated in their constitutive documents or other binding legal arrangements to have only one investor of record, and are intended to always have only one investor, are exempt from the registration requirement under the PFA.

Yes. It is good market practice for a fund to keep its investors informed about the fund's performance. Cmrai believes that even though investors may be aware that capital contributions to a Private Fund may not be distributed until a specified time as outlined in the fund’s documents, they should still be informed of the fund’s performance on an ongoing basis. The PFA provides various ways to fulfill this obligation.

  1. Assets of a Private Fund should be valued in accordance with the fund’s valuation policy, with valuations conducted at least annually.
  2. Cmrai will issue rules that establish the policies and procedures regarding the valuation of Private Fund assets.

  1. Cmrai will evaluate the Private Fund's cash monitoring process to ensure it is appropriate, considering the fund's investment strategy and the type of assets held.
  2. Cmrai will issue rules outlining the policies and procedures regarding the cash monitoring requirements for Private Funds.

The Rule on Segregation of Assets for Registered Private Funds does not prohibit prime brokerage or custody arrangements that allow a custodian or sub-custodian to hold client assets in a commingled client omnibus account, following established industry practices.

Yes. A minimum of two directors is required for any company applying as a Private Fund.

Yes. Cmrai requires that a minimum of two natural persons be designated for the role of general partner or corporate director of a Private Fund.

  1. A Private Fund may choose to conduct cash monitoring internally through the investment manager or outsource it to a third-party service provider.
  2. If done internally, the Private Fund’s operator should have the fund’s auditor confirm, during the audit process, that cash monitoring was effectively conducted throughout the year.

  • REEFS Application Form (APP-101-77);
  • Certificate of Incorporation/Registration (as applicable);
  • Exemption Letter (if applicable);
  • Constitutive Documents (Memorandum & Articles of Association/Trust Deed/Declaration of Partnership, as applicable);
  • Offering Memorandum, Summary of Terms, or Marketing Material (as applicable);
  • Auditor’s letter of consent;
  • Fund Administrator’s letter of consent (if applicable);
  • Structure Chart (including the fund, its GP, trustee, investment management company, any sub-entities, and relationships, such as Cayman master- Cayman feeder relationships, if applicable);
  • Application Fee of CI$300 (US$365.85);
  • Registration fee of CI$3,500 (US$4,268.29);
  • AIV fees (if applicable) of CI$250 (US$304.88) per AIV, capped at 25.

Applications are submitted electronically through Cmrai secure Regulatory Enhanced Electronic Forms Submission (REEFS) web portal.

  1. The Authority needs to review the terms of the investment offer presented to investors.
  2. The Authority recognizes that some existing private funds may not have separate offering documents, summaries of terms, or marketing materials, as the investment terms are detailed in the fund’s constitutive documents. In these cases, the private fund must submit its constitutive documents and any subsequent amendments at the time of registration.

The date shown on the Private Fund’s registration certificate will be the date when a complete application is received by Cmrai. This includes the submission of all required documents, fees, and information as specified under the PFA.

  1. No. In such cases, the private fund only needs to file the offering document, summary of terms, or marketing materials at the time of registration.
  2. However, the Authority reserves the right to request the private fund’s constitutive documents if the submitted materials do not fully cover the relevant information or if the constitutive documents are required for the Authority to fulfill its supervisory or legal duties.

The document submitted to the Authority should at least include the following:

  • Investment Objectives/Strategy – detailed enough to give the Authority a clear understanding of the target investment sectors, underlying investments, regions, countries, etc. (as applicable);
  • Minimum Investment (if applicable);
  • Shares/Classes/Interest/Units;
  • Confirmation that no redemptions or withdrawals by investors are allowed (for at least the first five years);
  • Operators – General Partner, Directors, Trustee, Managing Member (as applicable) with biographies;
  • Investment Manager/Advisor and Principals;
  • NAV Calculation Agent/Valuation Agent (including roles of each party). If self-administered, specify which functions are performed by the General Partner, Investment Manager, or others;
  • Registrar & Transfer Agent;
  • Other Service Providers;
  • Fiscal Year End;
  • Annual Reports;
  • Accounting Principles;
  • Initial Term;
  • Risk Factors – highlight key risks the fund faces;
  • Conflicts of Interest – identify any conflicts of interest relevant to the fund;
  • Reference to Regulation under the PFA;
  • AML Measures.

A Private Fund’s registration application will be rejected if the submitted documentation is incorrect or incomplete. Common reasons for rejection include:

  • All operators are not listed on the REEFS application form;
  • The Investment Manager (IM) is not authorized under the Securities Investment Business Act (SIBA) but is required to be;
  • Omission of Proof of Registration application fee payments;
  • Incorrect or incomplete attachments;
  • Inconsistent documentation (e.g., the fund name in REEFS does not match the Certificate of Incorporation/Registration/Formation).

The processing of a Private Fund’s application will begin only after all required documentation and payments have been submitted to Cmrai.

Private Funds that submit complete applications without any adverse findings will have their applications processed and approved within the expected timeframe.

However, certain factors can cause delays in registration processing, including:

  • Adverse findings from the fitness and propriety checks conducted on the fund’s operators or officers;
  • Fund/related entities/operators/officers being involved in ongoing regulatory or criminal investigations;
  • Application shortcomings or omissions, such as:
      - The fund name in the application does not match the one on the Certificate of Incorporation; 
      - Missing proof of Cmrai fee payment(s);
      - The fund’s Certificate of Incorporation is more than six months old without an accompanying Exemption Letter;

      - Insufficient information in the summary of terms or offering memorandum regarding investment objectives/strategy (details should include industry, target investments, and geography, if known. If the investment manager has broad discretion based on their track record, it should be clearly stated in the SoT/OM);
      - Incomplete structure chart (should at least include the subject fund, its GP, trustee, investment management company (if applicable), any sub-entities within the fund (e.g., SPs, AIVs), and any master-feeder relationships (if applicable);
      - Incomplete disclosure for a self-administered fund on which administration duties will be handled by the General Partner, Investment Manager, etc.;
      - Missing supplemental OMs for the SPs in an SPC application; and
      - Lack of bios/CVs for compliance officer roles (AMLCO, MLRO).

  1. The following characteristics, when all present, indicate that an undertaking is a collective investment scheme under the PFA:
  2. The characteristics are: (a) the undertaking does not have a general commercial or industrial purpose; (b) it pools capital raised from investors for the purpose of investment with the aim of generating a pooled return for those investors; and (c) the unitholders or shareholders of the undertaking, as a group, do not have day-to-day control.
  3. If one or more but not all of the unitholders or shareholders are granted day-to-day control, it does not mean that the undertaking is not a collective investment scheme.

  1. Private Funds that submit complete applications without any adverse findings will have their applications processed and approved within the expected timeframe.
  2. Factors that might affect the registration timeline include:

             (a) Adverse findings from the fitness and propriety checks on the fund’s operators or officers; and/or

             (b) Ongoing regulatory or criminal investigations involving the fund or related entities/operators/officers.

  1. For instance, in a Segregated Portfolio Company (SPC) where each Segregated Portfolio (SP) has a single investor, fund operators should not assume that the absence of all, or any one of the key characteristics under the definition of a private fund (e.g., ‘offering and issuing of investment interests’, ‘pooling of investor funds’, or ‘spreading of investment risks’) means that the SPC or an SP does not qualify as a private fund.
  2. Furthermore, if an investment compartment is a separate legal entity that meets the definition of a private fund under the PFA, it is expected to be registered separately under the PFA.

If a Cayman AIV meets the definition of a Private Fund, it will be required to register under the PFA as an independent Private Fund.

Definitions:

  • An AIV is typically used by a Private Fund for regulatory and other reasons to purchase a target investment on behalf of the main Private Fund vehicle or some of its investors.
  • An SP is a sub-fund-like component of a Segregated Portfolio Company, often used for different investment strategies.
Registration/Licensing - Mutual Funds

  • According to the Mutual Funds Act (MFA), a mutual fund is defined as "any company, trust, or partnership incorporated or established in the Cayman Islands, or managed from the Cayman Islands, that issues equity interests redeemable at the option of the investor, with the purpose of pooling investor funds to spread investment risk and allow investors to receive profits or gains from investments."
  • The MFA regulates five types of mutual funds: Registered Funds under Section 4(3), Master Funds under Section 4(3)(a)(iii), Limited Investor Funds under Section 4(4), Administered Funds under Section 4(1)(b), and Licensed Funds under Section 4(1)(a).

The latest version of the Mutual Funds Act (MFA) is available here on our website for informational purposes. A printed copy can be purchased from the Cayman Islands Legislative Assembly.

Registered Funds
(MFA- Sec. 4(3))
Master Funds
(MFA- Sec. 4(3))
Administered Funds
(MFA- Sec. 4(1)(b))
Licensed Funds
(MFA - Sec. 4(1)(a))
Limited Investor Funds
(MFA - Sec. 4(4)(a))

Applicable Fee
CI$3,500
(US$4,268.29) +
CI$300 (US$365.85)
Admin Fee +
CI$250 (US$304.88)
per Segregated
Portfolio up to a maximum of
25 (if applicable)

Applicable Fee
CI$2,500
(US$3,048.78) +
CI$300 (US$365.85)
Admin Fee +
CI$250 (US$304.88)
per Segregated
Portfolio up to a maximum of
25 (if applicable)

Applicable Fee CI$3,500 (US$4,268.29) + CI$300 (US$365.85) Admin Fee + CI$250 (US$304.88) per Segregated Portfolio up to a maximum of 25 (if applicable) Applicable Fee CI$3,500 (US$4,268.29) + CI$300 (US$365.85) Admin Fee + CI$250 (US$304.88) per Segregated Portfolio up to a maximum of 25 (if applicable) Applicable Fee CI$3,500 (US$4,268.29) + CI$300 (US$365.85) Admin Fee + CI$250 (US$304.88) per Segregated Portfolio up to a maximum of 25 (if applicable)

or

Registered Funds (MFA- Sec. 4(3)), Administered Funds (MFA- Sec. 4 (1)(b)), Limited Investor Funds (MFA – Sec. 4(4)(a)) and Licensed Funds (MFA - Sec. 4(1)(a))

  • Applicable Fee - CI$3,500 (US$4,268.29)
  • Admin Fee - CI$300 (US$365.85)
  • Segregated Portfolio (if applicable) - CI$250 (US$304.88) per Segregated Portfolio up to a maximum of 25

Master Funds (MFA- Sec. 4(3))

  • Applicable Fee - CI$2,500 (US$3,048.78)
  • Admin Fee - CI$300 (US$365.85)
  • Segregated Portfolio (if applicable) - CI$250 (US$304.88) per Segregated Portfolio up to a maximum of 25

  • A regulated Master Fund is a Mutual Fund that holds investments, conducts trading activities, and has one or more regulated feeder funds.
  • A regulated Feeder Fund is a Mutual Fund that invests more than 51% of its assets in a Master Fund, either directly or through an intermediary entity.

Applications must be submitted electronically through the Authority’s secure Regulatory Enhanced Electronic Forms Submission (REEFS) web portal, which is only accessible by authorized service providers. For more details, see FAQs.

All required documentation and payments must be submitted to the Authority before the application can be processed. The specific documentation needed for mutual fund registration/licensing is detailed on the corresponding REEFS form. For additional information, refer to the FAQs.

A mutual fund’s registration/licence application may be rejected if the submitted documentation is incorrect or incomplete. Common reasons for rejection include:

  • Not all operators are listed on the REEFS application form;
  • The specified director(s) are not registered/licensed or are non-compliant according to the Director Registration and Licensing Act (as revised) (the “DRLA”);
  • The Investment Manager (“IM”) named for the fund is not authorized under the Securities Investment Business Act (as revised) (the “SIBA”);
  • Proof of payment for the Registration/Licence application fee is missing;
  • Incorrect or incomplete attachments;
  • Inconsistencies in documentation (e.g., the fund name submitted via REEFS does not match the Certificate of Incorporation/Registration/Formation).

  • REEFS Application Form (Form: APP-101-22);
  • Affidavit for electronic records;
  • Auditor’s letter of consent;
  • Fund Administrator’s letter of consent;
  • Certificate of Incorporation/Registration/Formation;
  • Offering Document;
  • Applicable Fee: CI$3,500 (US$4,268.29) + CI$300 (US$365.85) Admin Fee + CI$250 (US$304.88) per Segregated Portfolio (up to a maximum of 25, if applicable);
  • REEFS MLRO Application Form (Form: MLO-154-99);
  • Documents required for appointed directors:
    • Completed Personal Questionnaires (“PQ”);
    • Three references (including one financial reference and two character references);
    • Police clearance certificates;
    • Notarized or similarly certified color copy of government-issued photo identification;
    • Resume/CV;
    • Certified copies of academic/professional qualifications as listed in the PQ.
  • Background details on the service providers, if not included in the offering document.

  • REEFS Application Form (Form: APP-101-22);
  • Affidavit for electronic records;
  • Auditor’s letter of consent;
  • Fund Administrator’s letter of consent;
  • Certificate of Incorporation/Registration/Formation;
  • Offering Document;
  • Applicable Fee: CI$3,500 (US$4,268.29) + CI$300 (US$365.85) Admin Fee + CI$250 (US$304.88) per Segregated Portfolio (up to a maximum of 25, if applicable);
  • REEFS MLRO Application Form (Form: MLO-154-99).

  • No, Administered Funds (Section 4(1)(b)) are not subject to this minimum. However, all other types of Mutual Funds do require this minimum investment.

  • REEFS Application Form (APP-101-22), (APP-101-53);
  • Affidavit for electronic records;
  • Auditor’s letter of consent;
  • Fund Administrator’s letter of consent;
  • Certificate of Incorporation/Registration/Formation;
  • Offering Document;
  • Applicable Fee: CI$3,500 (US$4,268.29) + CI$300 (US$365.85) Admin Fee + CI$250 (US$304.88) per Segregated Portfolio (up to a maximum of 25, if applicable);
  • Master Fund: Applicable Fee: CI$2,500 (US$3,048.78) + CI$300 (US$365.85) Admin Fee + CI$250 (US$304.88) per Segregated Portfolio (up to a maximum of 25, if applicable);
  • REEFS MLRO Application Form (MLO-154-99).

  • Application form (APP-101-78);
  • Application form (APP-101-79);
  • Application Fee: CI$300 (US$365.85);
  • Registration Fee: CI$3,500 (US$4,268.29);
  • Certificate of Incorporation/Registration/Formation;
  • Offering Memorandum/Summary of Terms/Marketing Material (as applicable);
  • Confirmation that the majority of investors have the power to appoint/remove the operator(s) (via Constitutional documents/Resolution/Offering memorandum, etc.);
  • Auditor’s letter of consent (if available);
  • Fund Administrator’s letter of consent (optional).

The Rule: Segregation of Assets – Regulated Mutual Funds does not prevent prime brokerage/custody arrangements that permit, in line with established industry practices, a custodian or sub-custodian to hold all client assets in a commingled client omnibus account along with assets of other clients.

No. A 'Master Fund', as defined in the Mutual Funds Act (MFA), is specifically excluded from the provisions of section 4(4)(a) of the MFA.

Yes. A master fund that qualifies as a 'mutual fund' under the MFA but does not meet the definition of a 'Master Fund' under the MFA, and therefore cannot register as a 'Master Fund' under section 4(3)(a)(iii) of the MFA, can register as a 'mutual fund' under section 4(4)(a) of the MFA if it meets the required criteria.

For such funds, Cmrai requires the following when applying:

  • Application Form(APP-101-79);
  • Offering Document/Summary of Terms/Marketing Material;
  • Certificate of Incorporation/Registration/Formation;
  • Confirmation that the majority of investors have the power to appoint/remove the operator(s) (via Constitutional documents/resolution/Offering document, etc.);
  • Auditor’s letter of consent; and
  • Fund Administrator’s letter of consent (if applicable).

Common reasons for delays in processing include the following shortcomings or omissions in the application:

  • Fund name in the application does not match the certificate of formation;
  • Proof of Cmrai fee payment(s) not attached or provided;
  • Incorrect or incomplete attachments;
  • Fund’s Certificate of Incorporation is more than six months old before the requested registration date, but no Exemption Letter (explanation) is provided;
  • Bios/CVs for compliance officer roles (AMLCO, MLRO) are not included; and
  • The MLO-154-99 form is not fully completed.

Although a Mutual Fund form (MF1/2/2A/3/4) is not required for initial registration/licensing, an updated form must be submitted electronically to [email protected] whenever two or more material changes are made after the fund has been registered/licensed. The fee for submitting the updated form is CI$300.00 / US$365.85.

Yes. In such cases, the fund must comply with the requirement to submit an offering document or summary of terms under section 4(3)(b)(i) or section 4(4)(a)(ii) of the MFA.

Registration/Licensing - Miscellaneous

Before submitting an application, service providers should confirm with the proposed director that they are compliant with the DRLA. Directors are responsible for informing the fund of their DRLA status when being proposed and must resolve any non-compliance before the fund's application is submitted.

To determine if a person is "fit and proper," the Authority considers factors such as: (a) honesty, integrity, and reputation; (b) competence and capability; and (c) financial soundness. The Authority provides guidance on this topic, which can be accessed via the Rules and Statement of Guidance page.

  • If a fund’s formation date is more than six months before the requested registration date, an explanatory letter must be provided. This letter, known as an Exemption Letter, should explain why the fund was not registered earlier (e.g., it did not qualify as a Mutual Fund previously).

Before submitting an application, service providers should confirm that the proposed Investment Manager (IM) is properly authorized under the SIBA. It is the IM’s responsibility to inform the fund of their SIBA status when proposed as an IM and ensure compliance before the application is submitted.

  • A 'sub-fund' refers to a segregated portfolio within a segregated portfolio company structure, a sub-trust within an umbrella or master unit trust structure, or a class of shares, units, or interests within a fund, trust, or partnership structure, where each class represents a separate standalone reporting entity (e.g., a fund with multiple portfolios, each with its own assets, liabilities, income, and expenses).
  • One Auditor should be responsible for auditing all underlying sub-entities (e.g., segregated portfolios, sub-funds, series trusts) to have a comprehensive overview.

The registration/license date on the fund’s certificate will be the date when a complete application is received by the Authority (i.e., the re-submission date when all required documents, fees, and information are provided as per the MFA or PFA).

  • A single Auditor is required to audit both the SPC and all underlying SPs. This aligns with the Authority’s general requirement that a single auditor must audit all underlying sub-funds or entities.
  • The Fund may choose to appoint different fund administrators for the SPs. If multiple administrators are appointed, the Authority will need a copy of each administrator’s letter of consent, referencing the SPs by name and the services provided.
Investment Funds - Terminations

The term "Fund" refers to a "mutual fund" as outlined in the Mutual Funds Act (As Revised) or a "private fund" as specified in the Private Funds Act (As Revised).

The term "Sub-Fund" is defined as per the Mutual Funds (Annual Returns) Regulations (As Revised) and Private Funds (Annual Returns) Regulations (As Revised).

According to section 5.1 of the Cancellation Procedures, a Fund is considered in "good standing" with the Authority when it has met all audit requirements, paid any due fees or penalties, and resolved any outstanding queries or regulatory requirements.

To surrender their Certificate of Registration or License, all Funds must first be in good standing, having met all statutory and regulatory requirements. The specific requirements include submitting a formal application along with the necessary supporting documentation as outlined in the relevant regulatory procedures, using the prescribed channel.

For more information, refer to the following regulatory resources on Fund cancellations and audit exemptions:

  • Regulatory Rule: Fund Cancellations
  • Regulatory Procedures: Mutual Fund Cancellations
  • Regulatory Procedures: Private Fund Cancellations
  • Regulatory Policy: Audit Exemptions for Mutual Funds
  • Regulatory Policy: Audit Exemptions for Private Funds

Funds intending to de-register one or more Sub-Funds must ensure that these Sub-Funds meet the criteria outlined in the relevant regulatory guidelines on Fund cancellations. Each Sub-Fund must be in "good standing" and a formal application with the required documents must be submitted to the Authority through the REEFS Portal for Mutual Funds, or via email for Private Funds at [email protected], or as otherwise directed by the Authority.

An umbrella structured fund (e.g., SPC, Unit Trust) can apply for de-registration only after ensuring that all its underlying Sub-Funds have been properly de-registered or qualify for simultaneous de-registration, having met all regulatory requirements.

The fee to de-register a Fund is CI$600.00 or US$731.71, payable via REEFS Escrow or any other accepted payment method referenced here.

*Note: There is no additional fee for de-registering/terminating a Sub-Fund.

The Authority advises that the designated de-registration agent should coordinate with the Fund’s operators or other relevant service providers to confirm that the Fund or Sub-Fund is in good standing. Additionally, all supporting documentation for de-registration should be carefully reviewed for accuracy and completeness before submission.

Currently, all applications to de-register a mutual fund or related sub-fund should be submitted through the Authority’s REEFS portal, while similar applications for private funds (including sub-funds) should be submitted via email to [email protected].

All mutual fund de-registrations must use the REEFS form TMF-147-22.

Sub-fund de-registrations should use the REEFS form TRS-142-99.

For private funds and their related sub-funds, de-registration applications should be sent to [email protected].

No. Unless a Fund or Sub-Fund qualifies for an audit exemption, it must complete all outstanding (due or overdue) audit requirements before applying for de-registration.

No. A Fund or Sub-Fund must pay all outstanding fees and/or penalties in full before submitting a de-registration application.

No. As of August 17, 2022, funds seeking to de-register are no longer granted LUT or LUL status or annual fee concessions. The fund will remain in “Active” status in the Authority’s records until it is eligible for de-registration.

Funds that obtained LUT or LUL status before August 17, 2022, are not affected by the updated fund cancellation procedures.

The Authority will return any application to de-register a Fund or Sub-Fund if it deems the application incomplete or incorrect.

Here are some reasons why an application might be returned:

  • The Fund or Sub-Fund is not in good standing.
  • The required surrender fee is unpaid*.
  • The supporting documents do not meet the specified requirements outlined in the relevant cancellation procedures.
  • Missing documentation.

*This does not apply to Sub-Funds.

No, audit exemption requests must be submitted separately to [email protected] for consideration. Approval of the exemption must be received before filing a Fund’s de-registration application.

Yes, the de-registration application may be returned if the Fund or Sub-Fund has not received audit exemption approval at the time of submission and is not in good standing.

If the Operators resolve to withdraw a Fund’s de-registration application, an email must be sent to [email protected] before the Authority completes the de-registration process.

The following items are required to withdraw a Fund’s de-registration request:

  • A formal request to reactivate the Fund’s registration or license.
  • An affidavit from the Fund’s Operator(s) confirming the following:
  1. The reason for deciding not to proceed with de-registration.
  2. That, to the best of the operator's knowledge, the Mutual Fund has operated in compliance with its articles or other constitutive documents and its offering document, including adherence to all investment guidelines and restrictions and calculation of the net asset value.
  3. That all investors in the Fund at the time of submitting the de-registration application have either been fully redeemed and paid, or have been informed about the continued operation, regulatory status, and future requirements of the Fund.
  • A certified copy of the Board Resolutions that reverses the decision to de-register as a Fund in or from within the Cayman Islands.
  • An updated Offering Memorandum accompanied by the applicable filing fee of CI$100.00 (US$121.95).

Affidavits may be signed by DRLA-compliant Operators of the Fund, authorized signatories, or appointed liquidators, as applicable.

An affidavit must, at a minimum, cover the required content specific to the Fund’s de-registration as outlined in the relevant cancellation procedures.

Additionally, it should also state the Fund’s intentions after de-registration, indicating whether the Fund will be liquidated, struck from the General Registry, or continue as a legal entity.

Yes, all affidavits must be notarised by a Notary Public, complete with an official stamp/seal and a visible commission number.

The Authority *may* accept an affidavit or similar document without notarisation (such as a SOLIC), provided it is properly signed and witnessed by an authorised individual (who is licensed or legally permitted to perform acts of acknowledgment and authentication in the relevant jurisdiction).

Best practices suggest that the authorised party should verify the signatory’s identity, confirm the document’s authenticity, and witness the signing of the document(s). Alternative options to notarisation might include:

  • Certification by a Commissioner of Oaths.
  • Certification by an Attorney-At-Law, Solicitor, or Legal Practitioner.
  • Certification by a Chartered Accountant.
  • Corporate certification: For affidavits signed on behalf of a company, certification by an appropriate company officer (e.g., company secretary) may suffice, especially if the company seal is also applied.

If a Solicitor witnesses legal documents, they must be impartial and not the same Solicitor representing the Fund in the legal matter.

If a Commissioner of Oaths is used, additional evidence must be provided to verify:

  • The individual’s identity, and
  • Their appointment as a Commissioner for Oaths in their jurisdiction.

Otherwise, notarisation will be required.

While these alternatives might be accepted, the Authority reserves the right to demand a notarised affidavit or request further information and evidence to its satisfaction.

No, any amendments or revisions made after notarisation will invalidate the affidavit.

Yes, however, all DocuSign-executed resolutions must include the Certificate of Completion (“CoC”) as an appendix (refer to DocuSign’s official website for details).

Resolutions lacking a CoC will require a “wet ink”/stamp certification to confirm the document as a certified true copy.

The official de-registration letter will be sent by the Authority to the appointed de-registration agent who submitted the application.

Refund requests should be addressed to the Authority’s Chief Financial Officer at the address provided below and submitted via formal letter to [email protected].

Chief Financial Officer - Finance Division

Cayman Monetary Regulatory Authority International

SIX, Cricket Square

P.O. Box 10052

Grand Cayman, KY1-1001

CAYMAN ISLANDS

The letter should include all necessary details, such as the refund amount, reasons for the refund, associated transaction details, and the preferred method of payment.

Please note that processing such requests may take up to eight (8) weeks, or longer in some cases.

Investment Funds - Ongoing Updates/Filings

The Rule on Corporate Governance for Regulated Entities and the Statement of Guidance for Corporate Governance of Mutual and Private Funds serve different purposes. The Rule imposes binding obligations on these funds, whereas the Statement of Guidance offers recommendations to assist these entities in complying with the relevant regulations, acts, and rules. Typically, a Statement of Guidance includes best practices that regulated entities should follow and serves as a benchmark for the Authority to evaluate compliance.

Rule 3.5 of the Internal Controls (IC) Rules mandates that "Appropriate authorization and signing powers, including at least a dual signatory for Client money payouts, must be implemented, subject to Client-agreed terms and conditions."

The Authority acknowledges that some online/electronic payment platforms do not require physical signatures or dual signatory approvals. In such cases, the Rule’s intent is that the regulated entity should implement robust internal controls and manual oversight to safeguard client money payouts effectively. This can be achieved by establishing a dual approval process for these payments.

Rule 3.1 of the IC Rule specifies that "Client assets must be segregated from those of other Clients and the regulated entity."

Rule 3.2 states that "Client money must be kept in clearly segregated and distinct accounts from other Clients' accounts and those of the regulated entity."

These Rules aim to ensure that Client assets and money are separated and distinctly identified from those of other Clients and the regulated entity. Adequate systems, procedures, and records must be maintained to readily identify and account for these assets and funds. This should include maintaining sub-ledgers in accordance with relevant accounting standards, alongside appropriate reconciliations and safeguards as outlined in Rules 3.4 and 3.6.

The only exception to this requirement is when the regulated entity holds Client funds to cover disbursements or liabilities owed by the Client to the Authority or other Cayman Islands government bodies, acting as an intermediary on the Client's behalf.

If an Administered Fund is changing the licensed mutual fund administrator that provides its principal office, the following items must be submitted to the Authority:

  • A cover letter requesting the change of administrator/principal office.
  • If applicable, the original Certificate for cancellation, or if the Certificate is lost or destroyed, an affidavit stating that it will be returned to the Authority if found.
  • An updated MF2A form (and MF2 form if applicable).
  • A filing fee of CI$300.
  • A Letter of Consent from the newly appointed administrator/principal office.

  • If the fund is changing its Financial Year End (FYE) while retaining the same auditor, the Authority requires a formal letter explaining the reasons for the change.
  • If a new auditor is being appointed, a new Auditor’s Letter of Consent (LOC) is required before the change can be processed. The new auditor must provide a LOC on official letterhead, including details such as the Fund's name, financial year-end date, applicable accounting principles, and a statement of awareness and commitment to fulfilling their obligations under Section 35 of the MFA or Section 29 of the PFA. The Authority also requires a copy of the resolution changing the FYE, and this change must be reflected in the next filing of the Offering Memorandum (OM).

A “sub-fund” refers to a segregated portfolio within a segregated portfolio company structure, a sub-trust within an umbrella or master unit trust structure, or a class of shares, units, or interests within a fund, trust, or partnership structure, where each class represents a separate, standalone reporting entity (e.g., a fund with multiple portfolios, each with distinct assets, liabilities, income, and expenses).

A Feeder Fund refers to a mutual fund that invests more than 51% of its assets in a master fund, either directly or via an intermediary.

The Authority currently accepts payments through the following methods:

  • Escrow
  • Cheque
  • Bank draft
  • Wire transfer
  • Domestic Electronic Transfer

For entities based overseas, payments can be made via bank draft or wire transfer. Bank drafts should be made payable to the “Cayman Islands Government” and sent via express courier. For wire transfers, please ensure that any bank fees and a US$7.50 charge by our receiving bank are covered to avoid delays. Detailed instructions for wire transfers and domestic electronic transfers can be found above.

When making a payment, please include a confirmation along with the correspondence or request, which can be sent to [email protected]. Be sure to include the name and/or registration/licence number of the entity/entities and specify the amount to be applied to each entity to facilitate processing.

All fees are quoted in Cayman Islands Dollars (CI$). For payments made in United States Dollars (US$), the conversion rate is 0.82 (US$1.00 = CI$0.82).

Annual fees for regulated funds must be paid by January 15th of each year.

To change the name of a fund, the following documents are required:

  • The original Certificate of Registration/License for cancellation (if applicable);
  • A certified copy of the Certificate of Incorporation on Change of Name obtained from the Registrar of Companies;
  • The prescribed fee of CI$500/US$609.76 as per the Fee Schedule.

According to Section 4(8) of the Mutual Funds Act and Section 11(1) of the Private Funds Act, any material changes affecting the information in the offering document must be filed electronically through [email protected] within 21 days of the change. This includes updates to:

Material changes include (but are not limited to):

  • Investment objectives and strategies
  • Investment managers/advisors
  • Investment risks
  • Operators
  • Service providers
  • Registered office
  • Change of name
  • Principal office
  • Administrator
  • Creation of a Segregated Portfolio

A filing fee of CI$100/US$121.95 is required for submitting an amended Offering Memorandum ("OM") or its addendum. Proof of payment should be attached to the submission.

A Letter of Good Standing ("LOGS") is requested by regulated entities to confirm that they are current with their regulatory filings and fees. The letter is typically processed within 5 working days. The following are required:

  • A request or REEFS submission from a core service provider (e.g., Registered Office, Administrator, or Legal Counsel);
  • The required fee of CI$800/US$975.61;

If a third party requests a letter of good standing, it must be accompanied by a letter from a current service provider to the fund (usually the Registered Office) authorizing the third party to obtain the LOGS.

According to Section 9 of the Retail Mutual Funds Japan Regulation (as revised), a retail mutual fund must submit a written report to the Authority on its activities within twenty days after the end of the six-month period following the conclusion of each financial year. The report should include:

  • The name of the retail mutual fund, including any previous names;
  • The net asset value of each security held by investors;
  • The percentage change in the net asset value and each security since the last reporting period;
  • The total value of net assets;
  • The number and value of new subscriptions during the relevant reporting period;
  • The number and value of redemptions or repurchases during the relevant reporting period; and
  • The total number of securities issued by the end of the reporting period.

  • Ensure that the new auditor is approved by the Authority;
  • If the regulated fund is an umbrella fund (e.g., segregated portfolio company, multi-fund structure), a single auditor should audit all underlying sub-entities (e.g., segregated portfolios, sub-funds, series trusts, AIVs); and
  • The newly appointed auditor must submit a formal letter to the Authority confirming their acceptance of the role. Conditional acceptance letters are not acceptable. The letter must be on official letterhead and include: the fund’s name, the financial year-end date, the accounting principles to be applied, and a statement that they are aware of and agree to fulfill their obligations under Section 35 of the MFA and Section 29 of the PFA. If the financial year-end (FYE) is changing, the Authority will also need a copy of the resolution approving the change, and the FYE change must be reflected in the next Offering Memorandum filing.

  • If the new administrator is local, verify that they are licensed by the Authority;
  • A letter of consent (LOC) from the new administrator must be provided on official letterhead, indicating their willingness to accept the appointment and outlining the services they will perform. If administration services are divided between two entities, LOCs are required from both the Calculation Agent and the Registrar/Transfer Agent.

A copy of the operator resolutions confirming the change in the Registered Office is required.

The following documents are needed:

  1. A copy of the operator resolutions confirming the change in the financial reporting framework;
  2. An updated Auditor Letter of Consent;
  3. The Authority will also request that the change in the financial reporting framework be reflected in the next Offering Memorandum filing.

One of the following documents is required:

  • A resignation letter from the outgoing Director/Operator;
  • A resolution confirming the change in Director/Operator; or
  • An updated Register of Directors (ROD) stamped by the Registrar of Companies.

The following documentation is required to add a director:

  • A police clearance certificate or an affidavit of no convictions;
  • One financial reference and two personal references;
  • A completed Personal Questionnaire; and
  • The application fee of CI$1,000/US$1,219.51.

An electronic copy of the revised or new offering document, summary of terms, or supplement is required, along with the directors’ resolution (if applicable) showing the date of creation for adding a sub-fund. This must be submitted through the REEFS portal for all segregated portfolios. Additionally, the prescribed fee, as per our Fee Schedule, must be submitted to the Authority, and evidence of payment should be attached to the REEFS application form.

The following is required:

  • A formal request from the Registered Office for a Certificate of Registration/Licence, outlining the reason for requesting a certified copy. If the original Certificate of Registration/Licence is lost, the request should be accompanied by an Affidavit of Lost Certificate/Licence; and
  • A fee of CI$300.00/US$368.85.
Approved Auditors / Fund Audit Extensions and Waivers / Other Fund Audit Matters

According to the Mutual Funds Act (as revised) and Private Funds Act (as revised), regulated mutual and private funds must have their accounts audited annually by an approved auditor. The Authority has established Policies that require local auditor sign-off on annual audit reports for regulated mutual and private funds, as well as licensed mutual fund administrators that are incorporated or established locally.

You can view the current list of Approved Local Auditors by clicking here.

To learn about becoming an approved auditor, please click on the following link: Regulatory Policy - Approval of an Auditor for a Regulated Institution. Additionally, as per the Fee Schedule, a prescribed fee of CI$15,000/US$18,292.68 must be submitted to the Authority along with the application documentation.

The following must be submitted to the Authority:

  • Confirmation that the auditor is no longer registered with CIIPA.
  • Confirmation that the auditor will no longer provide audit services to locally regulated mutual funds, private funds, or mutual fund administrators.
  • Proof of the legal entity's dissolution.

Note that upon receipt of the above, the Authority may request further clarifications, additional documentation, or ask further questions.

If an auditor cannot find a regulated fund in the REEFS Portal dropdown list, the Authority requires an email from the fund’s approved auditor clearly explaining the issue. The email should be sent to [email protected] with the full legal name of the regulated mutual fund and the purpose of the email specified in the subject line. The Authority will review the issue and respond to the auditor as soon as possible. Common reasons for this issue include:

  • The fund has officially changed its auditor but has not informed the Authority of the change.
  • The mutual fund has launched new sub-funds (e.g., segregated portfolios, sub-trusts, or standalone share classes) but has not notified the Authority of their existence.
  • Notifications submitted to the Authority about a new auditor appointment or the creation of new sub-funds are still pending completion.

The Authority requires an email from the Operator(s) or the fund’s approved auditor/designated submitter clearly stating why the specific set of audited financial statements (and the associated Fund Annual Return) needs to be rejected. The request should be sent to [email protected] with the full legal name of the regulated mutual fund and the purpose of the email specified in the subject line. The Authority will review the request and communicate its decision back via email. There is no fee for requesting the rejection of a previously submitted audit filing via the REEFS Portal, and resubmitting a previously submitted audit filing will not incur an additional Fund Annual Return filing fee.

The REEFS Portal previously generated audit filing rows (for the 2014 and 2015 audit periods) for newly regulated mutual funds in cases where those rows preceded the mutual funds’ registration dates. If you notice audit filing rows in the REEFS Portal that do not apply to a newly registered mutual fund, please disregard them until the Authority removes them.

No. The Authority will not adjust any audit row periods within the REEFS Portal to allow approved auditors or designated submitters to receive specific audit period confirmation emails. A regulated fund’s audit filings must be submitted in the relevant financial year’s audit filing row within the REEFS Portal. The REEFS Portal automatically generates an audit filing row for a regulated fund at the end of each financial year. Therefore, the approved auditing firm or designated submitter should submit the regulated fund’s audit filing in the relevant financial year’s audit filing row, even if the audit filing covers a period of less than 12 months, or more than 12 months up to a maximum of 18 months.

An auditor’s letter of consent is a document sent to the Authority, in which the auditor formally agrees to take on the role of auditor. The letter must confirm the fund’s name, the year-end date of the first audited financial statements, and the accounting principles to be applied. It also includes a statement that the auditor is aware of and agrees to fulfill its obligations under section 35 of the Mutual Funds Act (as revised) or section 29 of the Private Funds Act (as revised).

  • Verify that the new auditor is approved by the Authority;
  • The same auditor should handle all underlying sub-funds (e.g., segregated portfolios, series trusts, or standalone share classes) for umbrella fund structures; and
  • The newly appointed auditor must submit a formal letter to the Authority, confirming their acceptance of the appointment. Conditional acceptance letters are not permitted. The letter must be on official letterhead and include: the fund’s name, financial year-end date, the accounting principles to be used, and a statement that the auditor understands and agrees to fulfill their obligations under Section 35 of the MFA or Section 29 of the PFA. If there is a simultaneous change in the financial year-end (FYE), the Authority will also need a copy of the resolution approving the FYE change, and it should be reflected in the next filing of the OM/Summary of Terms.

  • Section 5.3 of the Regulatory Policy Exemption from Audit Requirement for a Regulated Mutual Fund and Section 5.3 of the Regulatory Policy Exemption from Audit Requirement for a Private Fund state that the Authority may allow a fund’s first audit period to extend up to 18 months from the date of registration. The final audit period can also be extended up to 18 months from the date of the last financial year-end for which an audit has been filed.
  • For funds that have not commenced business from the registration date, the Authority may consider extending the first audit period from the launch date, provided that the fund’s Administrator provides a letter confirming the start of activities (e.g., receipt of subscription/contribution monies from investors and commencement of trading).
  • No application fee is required to request an extension for the first or final audit period of a regulated fund.
  • The Authority requires a cover letter (on official letterhead) from a current core service provider on record (Administrator, Investment Manager/Advisor, Legal Counsel, Manager, Operator(s), Registered/Principal Office) to be signed and dated, and the request should be sent via email to [email protected] with the full legal name of the regulated fund and the purpose of the email clearly indicated in the subject line.
  • If the fund provided an Auditor’s Letter of Consent during registration, explicitly stating that the fund’s first audit period would exceed 12 months (up to 18 months), an Administrator’s Letter to confirm the start of trading activity is not required. However, this confirmation is needed if there was a delay between the registration date and the fund’s launch, with the period from the launch date to the first audit period’s year-end not exceeding 18 months.

According to Section 8.1 of the Regulatory Procedure for the Cancellation of Licences or Certificates of Registration for Regulated Mutual Funds and the Regulatory Procedure for the Cancellation of Certificates of Registration for Registered Private Funds:

Unless the fund qualifies for an audit waiver, it must provide audited accounts either (a) from the date of the last financial year-end (for which audited statements have been filed) to the date of the final distributions to investors; or (b) from the date of the last financial year-end (for which audited statements have been filed) to the date of the final net asset value calculation, with a subsequent events note confirming that final distributions have been made to investors.

  • All Audit Filing Extension applications for regulated mutual funds must be submitted through the REEFS Portal. This includes 1st, 2nd, and 3rd Audit Filing Extensions, excluding extended first and final audit periods. The Audit Filing Extension application form FXT-162-22 is now available in the REEFS Portal for various types of mutual funds, including Registered, Administered, Licensed, Master, Limited Investor, and Sub-funds. As of 1 November 2020, the Authority no longer accepts hard or electronic copies of Audit Filing Extension applications.
  • Audit Filing Extensions are granted on a monthly basis, up to a maximum of three (3) months beyond the original audit filing deadline. A current core service provider on record for the regulated mutual fund with REEFS Portal access must submit the request.
  • The Authority accepts only local cheques (which must be received by the Authority) or REEFS escrow payments as payment methods for the relevant application fee(s). Wire payments are no longer accepted for this application process.
  • Requests for 2nd and 3rd audit extensions must include a letter from the fund’s auditor explaining the reasons for the audit filing delay.
  • For umbrella fund structures with sub-funds filing individual audited financial statements, an Audit Filing Extension fee is required for each sub-fund per month. If the umbrella fund files consolidated audited financial statements, only one Audit Filing Extension fee is required per month as the umbrella fund submits a single audit.
  • Audit Filing Extension requests should be submitted before the audit filing deadlines to maintain good standing. Late requests may be subject to additional review and longer processing times, and the fund will remain in breach of sections 8(1) and 8(2) of the Mutual Funds Act (as revised) until the necessary audit filings are submitted via the REEFS Portal or the extension is processed.
  • If you need guidance on using the Audit Filing Extension Request form (FXT-162-22) or information about the Audit Filing Extension process, please refer to the applicable User Guide.

The conditions under which a regulated fund may qualify for an audit waiver are specified in Section 5.4 of the Regulatory Policy Exemption from Audit Requirement for a Regulated Mutual Fund and Section 5.4 of the Regulatory Policy Exemption from Audit Requirement for a Private Fund.

The Authority will only consider one basis for each audit waiver request; multiple bases in a single request will not be considered.

  • The Authority requires a cover letter (on official letterhead paper) from a current core service provider on record, signed and dated, which explicitly states the single basis for the audit waiver request as outlined in Section 5.4 of the Regulatory Policy Exemption from Audit Requirement for a Regulated Mutual Fund or Section 5.4 of the Regulatory Policy Exemption from Audit Requirement for a Private Fund.
  • Additionally, the Authority requires scenario-specific documentation as outlined in Section 6 of the respective Regulatory Policy to accompany the cover letter. The audit waiver application fee is CI$500.00 / US$609.76.
  • For umbrella mutual fund structures with sub-funds, each sub-fund filing individual audited accounts with the Authority must submit an audit waiver request and the necessary application fee. However, if the umbrella mutual fund files consolidated audited financial statements and wishes to apply for an audit waiver, only one waiver request is needed per year as the umbrella fund submits a single audit.
  • Funds seeking to de-register must submit their audit waiver applications simultaneously with or after their de-registration applications. Applications can be submitted with the de-registration application or via email to [email protected], with the fund’s full legal name and the email’s purpose clearly indicated in the subject line.
  • An audit waiver application for a de-registering fund will not be considered until the completed de-registration application is received by the Authority.

According to Section 5.5 of the Regulatory Policy Exemption from Audit Requirement for a Regulated Mutual Fund and Section 5.6 of the Regulatory Policy Exemption from Audit Requirement for a Private Fund, if a fund requests an audit exemption for two consecutive years, the Authority may require additional information from the fund’s operators or administrator regarding the reasons for the inability to produce audited financial statements.

Under section 13(1) of the Private Funds Act (PFA), a Private Fund is required to have its financial statements audited annually by an auditor approved by Cmrai. Additionally, the Private Fund must submit its Fund Annual Return (FAR) along with the audited financial statements and an operator declaration to Cmrai within six months after the end of each financial year.

Yes, all Private Funds that were active as of 7 February 2020, or were registered after that date (including before the end of the transitional period on 7 August 2020), are required to submit their Fund Annual Return (FAR), audited financial statements, and operator declaration for the 2020 financial year within six months of their financial year-end. The audits must comply with the local audit sign-off requirement.

The Private Funds (Annual Returns) Regulations, 2021, gazetted on 25 March 2021, outlines the reporting requirements to be included in the FAR when submitting audited accounts to the Authority. The FAR was released on 9 July 2021, and the deadline for filing the 2020 audited accounts and FAR has been extended to 30 September 2021. Please refer to the Private Fund section for more details regarding the private fund FAR.

The FAR captures the reporting requirements for private funds as per the Regulations. However, the Regulations also require reporting certain information related to the private fund’s related entities. Private funds must report this information through the separate Related Fund Entity Form (RFE Form). Therefore, private funds must submit both the FAR and the RFE Form to satisfy the reporting requirements. Please note that due to the issuance of an updated private fund FAR form, private funds only need to submit the RFE form for financial year-end filings up to 30 November 2021.

A separate RFE form is required for financial year-ends up to 30 November 2021. For financial year-ends of 31 December 2021 and later, only the updated private fund FAR form (PFR-049-77-02) needs to be filed. This updated FAR form combines the initial FAR form (PFR-049-77) and the RFE form (RFE-050-77), thus eliminating the need for ongoing RFE form filings.

A Private Fund, even if it is an AIV in a structure under a non-Cayman main fund, must comply with section 13(1) of the PFA, which requires the Private Fund to have its financial statements audited annually by an auditor approved by Cmrai. The Private Fund must also submit its audited accounts and Fund Annual Return (FAR) to Cmrai within six months of the financial year-end.

The Private Fund can meet its obligation under section 13(1) of the PFA in one of the following ways:

  1. Submit its own stand-alone audited financial statements annually, signed off by an auditor approved by Cmrai, along with the FAR; or
  2. Submit the consolidated/combined audited financial statements of the non-Cayman main fund annually, signed off by an auditor approved by Cmrai, along with the FAR.

For a Private Fund that is an AIV in a structure with other Cayman AIVs individually registered as private funds, the following options are also available to fulfill the Private Fund’s obligation under section 13(1) of the PFA:

  1. Two or more private funds, which are AIVs under a non-Cayman main fund, can be audited as a group separate from the non-Cayman main fund. The group’s audited financial statements, signed off by an auditor approved by Cmrai, can be submitted by each private fund in the group, along with the FAR, to meet their individual obligations under section 13(1); or
  2. Submit the consolidated/combined audited financial statements of the non-Cayman main fund annually, signed off by an auditor approved by Cmrai, clearly identifying the private funds included in the consolidated financial statements, along with the FAR for each private fund.

Regarding option 2 above, there are no regulatory obligations under the PFA for the non-Cayman main fund or any other non-Cayman entities included in the consolidated/combined financial statements that are not subject to Cmrai regulatory oversight.

The term “alternative investment vehicle” in the Private Funds Regulations, 2020, defines an AIV as a vehicle/entity formed according to the constitutional documents of a private fund (as defined in the Private Funds Act). This definition does not include other entities/vehicles considered AIVs within the overall structure but not directly associated with the regulated private fund. Part B of the Schedule to the Private Funds (Annual Returns) Regulations, 2021, requires information about each of the private fund’s AIVs and sub-funds (including non-Cayman AIVs/Sub-funds) to be included in the FAR.

Additionally, any AIVs of a regulated private fund, which are also separately registered as private funds, are excluded from reporting operating and financial information in the FAR, as outlined in Section 3(2)(a) of the Private Funds (Annual Returns) Regulations, 2021. These AIVs must file their own FAR separately.

A local third party (not a service provider) may be granted access to the REEFS Portal to submit the FAR Form specifically for private funds. The operators or Registered Office of the private fund must submit a signed authorization letter to the Authority.

Part 3 of the Private Funds Act (PFA), which includes the audit requirement, does not apply to a private fund until it has received capital contributions from investors for investment purposes. Therefore, a private fund in this situation is not required to perform or submit an annual audit to the Authority within six months of the financial year-end. However, under Regulation 3(2) of the Private Funds Regulations (as revised) (PFRs), the fund must file a declaration stating that it has not received any capital contributions.

Furthermore, paragraph 2.1 of the 'Regulatory Policy – Exemption from Audit Requirement for a Private Fund' (Waiver Policy) states that it applies to funds required to be audited under Section 13(1) of the PFA. The Waiver Policy does not apply to a private fund that has complied with Regulation 3 of the PFRs.

However, it is important to note that, even though a private fund that has complied with Regulation 3 of the PFRs is not required to perform an audit or file audited statements, the PFA grants the Authority the residual power to demand or require any information from a private fund, including an audit. These powers are outlined in Parts 4 and 5 of the PFA and are not affected by filing a declaration under Regulation 3(2) of the PFRs.

Mutual Fund Administrators - General Questions/Definitions

Mutual Fund administration involves managing and controlling all, or the majority of, a mutual fund's assets, overseeing the administration of the fund, providing the principal office in the Cayman Islands, or offering operator services to the fund.

A principal office is the location maintained by a licensed Mutual Fund Administrator where the administrative operations of the fund are conducted. This includes calculating the net asset value (NAV), handling share subscriptions and redemptions, maintaining the fund's corporate and financial records, communicating with investors, and acting as a liaison between the fund and the Authority.

Yes. If a licensed Mutual Fund Administrator is structured as a company, it cannot issue shares, and any person owning or having an interest in shares in the company is prohibited from transferring, disposing of, or dealing with those shares or interests without permission from Cmrai.

An administrator's letter of consent is a document in which the administrator agrees to take on the role of administrator, specifying the name of the fund and outlining the services to be provided.

A list of Mutual Fund Administrators licensed by the Authority can be found on the Funds’ Statistics and Regulated Entities page of this website. The list is updated every quarter.

Mutual Fund Administrators - Licensing

Details and information needed for a Mutual Fund Administrator's licence application are outlined in the Mutual Fund Administrators Licence (Applications) Regulations 2001. Applications should be submitted electronically through the Authority’s secure Regulatory Enhanced Electronic Forms Submission (REEFS) web portal, which can only be accessed by authorized service providers. For further details, see licensing requirements.

When evaluating if a person is "fit and proper," the Authority considers factors such as (a) honesty, integrity, and reputation; (b) competence and capability; and (c) financial stability. The Authority has issued guidance on this matter. To view this guidance, visit the Rules, Statement of Guidance page.

Obtaining a Mutual Fund Administrator's Licence typically takes around 6-8 weeks.

Mutual Fund Administrators - Updates/Filings

Required documentation for adding a director includes:

  • A police clearance certificate or affidavit of no convictions;
  • One financial reference and two personal references;
  • A completed Personal Questionnaire; and
  • Application fee of CI$1,000/US$1,219.51.
Mutual Fund Administrators - Revocation

The main documents required include:

  • The original Mutual Fund Administrator’s Licence ("Licence") issued by the Authority for cancellation, or if the Licence is lost, an affidavit signed by an operator confirming that the Licence will be returned to the Authority if found;
  • A surrender fee of CI$600.00;
  • A certified copy of the directors’ resolution to cancel the Licence, signed and dated by the directors.

Additional documents needed to complete the revocation/cancellation process include:

  • An affidavit from the directors confirming the following:
    • The mutual fund administrator ("MFA") is no longer conducting mutual fund administration business as defined by the Mutual Funds Act;
    • The date the mutual fund administration business ceased; and
    • The MFA has not been wound up in a way that is detrimental to its creditors;
    • The MFA has operated in accordance with its Memorandum & Articles.
  • Clarification on whether funds under administration (if any) will be terminated or transferred to another administrator, along with evidence of the termination or transfer (evidence may include consent letters from the new administrator, updated Offering Memorandums from the funds, or novation agreements if available);
    • For funds being transferred to another licensed mutual fund administrator, evidence that the transfer has occurred is required.
  • Audited Financial Statements from the last financial year-end to the date the Licensee stopped providing mutual fund administrative services;
  • Stamped copies of the CWR Forms 19 and 20 filed with the Registrar of Companies (if a liquidator has been appointed); and
  • A copy of the liquidator’s report (if applicable) or confirmation from the Company’s auditor that the Company has no outstanding liabilities or creditors.

Additionally, the MFA should be in "good standing" with the Authority. The Authority may request further information, clarification, or additional documentation as needed.

Directors - General Inquiries

New director applications must be submitted via the Director’s Gateway Portal. Once on the portal, select “Initial Registration” and fill out the required information. After the Authority processes your application, you will receive a unique Identification Number and further instructions via your registered email. These instructions will guide you to complete the registration and pay the annual fees for the year.

You have 14 calendar days from the receipt of your unique identification number and instructions to log into the Director’s Gateway Portal to complete your registration and pay the required annual fees.

If you do not complete the registration and pay the fees within 14 calendar days, your application will be returned. If you still intend to register under the DRLA, you will need to resubmit a new application for consideration by the Authority.

If your initial application is returned due to failure to complete the registration process and pay the fees within 14 calendar days, your profile in the portal will be deactivated, and the unique identification number will no longer be valid. You will need to submit a new request via the Director’s Gateway Portal if you wish to continue with the registration. A new unique identification number will be issued for the new registration process and fee payment.

When re-submitting a new registration request, you will need to provide the same information as in the initial request, which includes:

First Name:
Middle Name:
Last Name:
Full Western Name:
Gender:
Email Address:
Date of Birth: (dd-mm-yyyy)
Country of Birth:
Associated Fund Name:
Registered Office/Legal Counsel:
Requested Registration Active Date:

No. Applications must be submitted through the Director’s Portal. Any applications sent by mail or email will not be processed and will be returned to the sender.

No, this database will be maintained by the Authority according to the confidentiality provisions under section 50 of the Monetary Authority Act (as revised). This means that your information will not be publicly accessible and is protected from freedom of information requests. However, the public will be able to search your name to verify if you are registered or licensed under the Act. The search results will only display your name, type of registration or license, registration/license number, and the date of issuance.

If you plan to be appointed to a covered entity, such as a registered Mutual Fund or a Registered Person, you should apply to become a director under the Act before your appointment.

If you have any questions regarding registration, you can reach out via email at [email protected]. A representative from the Authority’s Investments Supervision Division will assist you.

The Authority is bound by confidentiality obligations under section 50 of the Monetary Authority Act (as revised), which means certain information related to licensed or registered entities or individuals cannot be disclosed. If a third party, other than the Director, needs to request information or make changes regarding a directorship, a signed and dated Letter of Consent from the Director must be sent to the Authority via email at [email protected].

Your unique 7-digit Cmrai ID can be found on the Personal Details page after logging into the Directors portal.

If you receive more than one unique identification number, please contact the Authority at [email protected]. The relevant Division will help you obtain the correct identification number.

If your name appears on the Authority’s Decision Notice, please contact them at [email protected]. A representative from the Authority’s Investment Supervision Division will respond accordingly.

If you are certain that you are a director on a covered entity but did not receive your unique identification number from a registered office service provider, contact the Authority directly at [email protected]. The relevant Division will assist you in obtaining the correct identification number.

If you anticipate that your application may require additional processing time, the Authority recommends submitting your request as early as possible. This will help ensure that your application is processed within the 48-hour timeline, particularly if you wish to be appointed to a covered entity that is awaiting registration with the Authority.

Each director is required to use their own email address when registering, rather than that of a third party or service provider.

While you may use a corporate email address, a personal email address is recommended to ensure that you continue receiving relevant communications from the Authority even after leaving the corporation.

You can reset your password by selecting the "Forgot Password" option on the portal’s home page. A temporary password will be sent to your registered email address.

You can update your email address by navigating to the “e-mail” section on the Personal Details page within the Directors portal.

If your name is listed on the Authority’s Warning Notice, please contact them at [email protected]. A representative from the Authority’s Investment Supervision Division will assist you.

Resigning from the board of a covered entity, such as a Cayman-regulated mutual fund, is different from surrendering your director’s registration under the Act. When you resign as a director of a Cayman-regulated fund, this does not automatically surrender your director’s registration. You will still be considered an active director and must comply with the Act until the surrender procedure is completed.

No, you do not need to be registered under the Act to serve as a director on a private fund, regardless of the fund's legal structure, as private funds are not classified as covered entities under the Act.

If you are a natural person acting as a director on 20 or more covered entities, you must apply for a professional director’s license. Registration applies if you are acting on fewer than 20 covered entities.

No, you only need to either be licensed or registered, not both. If you have a license, you do not need to register, and if you are registered and do not act on more than 20 directorships of covered entities, you do not need a license.

To confirm, you should seek independent legal advice from attorneys in the Cayman Islands. They can advise you on the appropriate course of action. Even if you qualify for an exception from licensing as a professional director, you must still register under Part II of the Act.

Covered entities must inform the Authority of any changes to their board of directors. You should coordinate with your covered entities to ensure they have notified the Authority of your resignation(s). Additionally, you must manage your directorship via the Director Portal, submitting all resignation requests along with the required documentation through the portal.

  • Submit a Directors' Resolution confirming the director’s resignation from the Board.
  • Provide a certified copy of the director’s death certificate, if applicable.
  • If the entity’s Memorandum and Articles of Association list death as a reason for vacating a director’s office, you may submit that document instead of the Directors’ Resolution, supported by the updated Register of Directors.

  • Log into the Portal, fill out the "Change Category or Surrender" section, and pay the CI$600 surrender fee. You will also need to pay the application and annual fees for the licensed professional director and complete the application form.
  • After the Authority receives your application, you must submit a letter confirming that you have informed all covered entities where you act as a director about your application for a professional director’s license. The Authority will then process your application as usual.

  • Log into the Portal, complete the "Change Category or Surrender" section, and pay the CI$800 surrender fee. You will also need to pay the application and annual fees for the registered director and complete the application form.
  • After the Authority receives your application, you must submit a letter confirming that you have informed all covered entities where you act as a director about your application to register as a director. The Authority will then process your application as usual.
Directors - Purpose/Application of the Act

The Act is applicable to directors of companies that are:

  • Registered under the Mutual Funds Act as a regulated mutual fund, or
  • Companies covered under section 5(4) and paragraphs 1 and 4 of the Fourth Schedule of the Securities Investment Business Act.

If you're unsure whether the Act applies to you, it's recommended to seek independent legal advice from your Cayman Islands attorneys. They can guide you on the appropriate course of action.

If you violate any provisions of the Act, the Authority will refer your case to the Director of Public Prosecutions or the Attorney General’s Chambers, who will then decide how to proceed with the matter.

All information you provide to the Authority is considered material. If there are any changes to this information, you must update the Authority within 21 days, as required by the Act. If no changes have occurred, you will need to confirm this when paying your annual fee.

The Authority requires full disclosure of any disciplinary or legal actions taken against you to properly assess the suitability of your application for approval.

Directors - Fees

The initial registration fee of CI$700.00/USD$853.65 is due at the time you submit your request to be registered as a Director under the Act, regardless of when the request is made during the year.

Your annual director fee of CI$700.00/USD$853.65 must be paid through the Director’s portal by 1 January each year, provided you haven't surrendered your license before 31 December of the previous year. Payment is only accepted via the portal, which supports Visa debit and MasterCard credit cards. Payments made through other methods will be returned at the sender’s expense. Please note that if you use a Visa or MasterCard debit card, your bank may apply a higher exchange rate, and the Authority will not refund any difference.

Annual fees are due by 1 January each year. If payment is made after 15 January, a penalty of 1/12 of the annual fee will be applied for each month the fee remains unpaid. For more details, please email [email protected].

You can direct your questions regarding director fees to the Authority’s Finance Division by emailing [email protected].

If you encounter issues with payment submission via the portal, please take a screenshot of the problem and email it, along with any other relevant information, to [email protected]. A representative from the Authority’s Investments Supervision Division will assist you.

Directors - Surrender

To re-register as a Director, follow the link below and submit your request. On the webpage, select “Initial Registration” and proceed accordingly.

Resigning from the board of directors of a covered entity, such as a Cayman regulated mutual fund, is different from surrendering your director registration under the Act. When you resign as a director of a Cayman regulated fund, it does not mean you have surrendered your director registration. You will still be considered an active director and must remain compliant under the Act until the surrender process is fully completed.

Before surrendering your directorship, log into the portal and resign from all covered entities under your directorship by selecting the appropriate reason and uploading the required documentation. Once completed and you’ve uploaded all necessary documents for your removal from all existing funds, click “Save All Changes” to return to the Action Centre. There, you’ll see the “View Outstanding Fees” option in orange. Click this option to view the fees due for surrender and proceed to the payment screen. Note that the surrender option will only be available once all outstanding fees and penalties (if applicable) are paid. To surrender, select “Change Category or Surrender,” which will take you to the payment screen to pay the surrender fee and confirm the following:

  • That you have resigned as a director of all covered entities;
  • That you do not plan to act as a director on any covered entities in the future; and
  • That if you wish to act as a director again after surrendering your registration/license, you will need to reapply under the Act.

Additionally, to fully surrender as a director, you must pay a surrender fee of CI$600.00/US$731.70. Once the process is complete, the Authority will confirm that you are no longer a director of any covered entity and proceed to deregister you. If you remain a director on any covered entity, the Authority will not be able to process your application. The Authority also reserves the right to request further information as necessary.

Log into the Portal, complete the information under “Surrender,” and pay the surrender fee of CI$600.00/US$731.70 on or before 31 December of the calendar year. If you do not surrender by 31 December, you will be liable for the fees of the following year.

Once the fee is paid, you must confirm the following on the Portal:

  • That you have resigned as a director of all covered entities;
  • That you no longer intend to act as a director on covered entities; and
  • That if you wish to act as a director again after surrendering your registration, you will need to reapply under the Act.

Covered entities must notify the Authority of any changes to their board of directors. You need to coordinate with your covered entities to ensure they have notified the Authority of your resignation(s). You also need to log into the Director Portal to manage your directorships. All resignation requests must be submitted through the Director Portal, along with the required documentation confirming the change.

If you are still a director on a covered entity or remain registered as a director under the Act at the start of the new calendar year, the Authority will not process your surrender application for the previous year. You must formally resign from all directorships and surrender your license/registration by 31 December of that year. If you fail to complete the surrender process before the next calendar year, you will be liable for the fees for the following year(s).

If you encounter any technical issues while surrendering, immediately contact [email protected] before 31 December, providing details of the issue, including supporting evidence such as a screenshot of the error.

Log into the Portal, complete the required information under “Surrender,” and pay the surrender fee of CI$800. After the payment, the appropriate Division will contact you with further instructions.

If a Fund is under License Termination (“LUT”), can all the directors resign?

Directors of an entity under LUT must remain on the fund until the de-registration process is complete if no liquidator has been appointed. If the LUT process is not completed by 31 December of the respective year, directors will need to pay the annual director’s registration fee for the following year.

If a Fund is under License Liquidation (“LUL”), can all the directors resign?

Directors of an entity under LUL are typically removed when a Liquidator is appointed. Upon the Liquidator’s appointment, all director powers cease. However, directors must pay the annual registration fee for the following year if they continue acting as directors. If not, they should log onto the Director Portal and surrender their directorship accordingly; otherwise, the annual fees for the next year will apply.

Directors - Registered Directors (1 – 19 covered entities)

You should take a screenshot of the issue you’re facing and provide any other relevant details to [email protected]. A representative from the Authority’s Investments Supervision Division will then contact you.

To manage your directorship, you need to log into the Director Portal and submit the appropriate documents based on the change you wish to make:

Appointment:

  • A signed and dated letter from the Director accepting the appointment.
  • A Register of Directors from the Registrar of Companies.
  • Written resolutions (signed and dated) from the covered entity regarding the Director’s appointment.

Resignation:

  • A signed and dated letter from the Director confirming their resignation.
  • A Register of Directors from the Registrar of Companies.
  • Written resolutions (signed and dated) from the covered entity regarding the Director’s resignation.
  • CWR 19 or CWR 20 Form.
  • Certificate of Dissolution of the Fund (if applicable).

Applicants for registration need to provide the following personal details through the Director’s portal:

  • First Name
  • Middle Name
  • Last Name
  • Full Western Name
  • Gender
  • Email Address
  • Date of Birth (dd-mm-yyyy)
  • Country of Birth
  • Associated Fund Name
  • Registered Office/Legal Counsel
  • Requested Registration Active Date

You have 14 calendar days after receiving your unique identification number and instructions to log into the Director’s Gateway Portal to complete your registration and pay the required annual fees.

If you do not complete the registration process and pay the required fees within 14 calendar days, your application will be returned. If you still wish to be registered under the DRLA, you will need to submit a new request for consideration by the Authority.

If your application is returned due to failure to complete the registration process and pay the fees within 14 calendar days, your initial profile on the portal will be deactivated, and the unique identification number issued to you will no longer be valid. You will need to submit a new request via the Director’s Gateway Portal if you still wish to register as a director. A new unique identification number will be issued, which you will use to complete the registration process and pay the required fees.

When re-submitting a registration request, you will need to provide the same information as you did during the initial registration. This includes:

First Name:
Middle Name:
Last Name:
Full Western Name:
Gender:
Email Address:
Date of Birth (dd-mm-yyyy):
Country of Birth:
Associated Fund Name:
Registered Office/Legal Counsel:
Requested Registration Active Date:

Applicants should receive confirmation of their registration within 48 hours of submitting their application.

If your application hasn’t been approved within 48 hours, it likely means the Authority requires additional information before finalizing it. You can reach out to the Authority at [email protected] for further details about your application.

If your application is at risk of being denied, the Authority will notify you, explaining the reasons and offering you the chance to respond. If your application is ultimately denied, you will be formally informed by the Authority.

Once your application is approved, you will receive an email confirmation from the Authority. To maintain good standing and compliance under the Act, you must pay an annual fee by 15 January each year and confirm the information you provided during your application.

If you start serving on the board of more than 20 covered entities within a year, you’ll need to apply for a license under the Professional Directors category before joining the 20th entity. You can complete the necessary process via the portal, and any further questions can be directed to [email protected].

Directors - Professional Directors (20 or more covered entities)

All applications must be submitted through the director portal. After receiving your Unique ID, you can log into the portal, where you’ll be prompted to set a password on your first login.

If you have any questions about licensing as a professional director, you can email [email protected]. A representative from the Authority’s Fiduciary Division will get in touch with you.

No, only natural persons can be licensed as professional directors. Companies need to apply for a corporate director’s license.

No, you only need one or the other. If you have a license, you don’t need to be registered, and if you’re registered and don’t serve on more than 20 boards of covered entities, you don’t need a license. You must either be licensed or registered, but not both.

Applicants for licensing will need to provide the following:

  • Full legal name
  • Date and place of birth
  • Nationalities
  • Principal and mailing addresses
  • Email address and phone number
  • Completed Personal Questionnaire
  • Three reference letters, including at least one from a bank
  • A recent police clearance certificate

Applicants can expect to receive confirmation of their license within four weeks.

If your application isn’t approved within four weeks, it likely means the Authority needs more information from you before finalizing it. If you were already a director of covered entities when the law came into effect, you may continue to serve until your application is processed. However, if you weren’t a director at that time, you must wait for your application to be processed before serving as a director. It’s advisable to apply for your license well before your 20th covered entity is launched.

If your application is likely to be declined, the Authority will reach out to you, explaining the reasons and providing an opportunity for you to respond. If your application is ultimately denied, the Authority will notify you accordingly. Should you already be serving as a director when the Law takes effect and your application is denied, you may request reconsideration as outlined in section 26 of the Law.

You will receive a confirmation of your licensing from the Authority. To maintain your status, you will need to pay an annual fee by January 15th each year and verify the information you provided during your application process.

You can either keep your license or apply to register as a director. You can continue to serve on more than 19 boards while your registration application is being processed. If your registration is approved, you'll need to surrender your license, pay the associated surrender fee, and ensure you're serving on no more than 19 boards. The application and first-year fees for your license won’t be refunded. If your registration is denied, the Authority will contact you to discuss next steps.

  • Log into the Portal, complete the “Change Category or Surrender” section, and pay the CI$800 surrender fee. You’ll also need to pay the registration application and annual fees, and complete the application form.
  • After the Authority receives your application, you’ll need to submit a letter confirming that you’ve notified all the entities you serve as a director that you’re applying for registration. The Authority will then process your application as usual.

You need to be covered by a D&O insurance plan, whether it’s one you obtain yourself, one offered by the entities you serve, part of a group plan, or another suitable option. The insurance doesn’t have to be from a Cayman Islands insurer but should be from a reputable company familiar with this type of coverage.

You should consult with legal professionals in the Cayman Islands for guidance. Even if you qualify for an exception to the licensing requirement, you still need to register under Part II of the Act.

No, only natural persons can be licensed as professional directors. Companies must apply for a corporate director’s license.

No, registration is only available to natural persons. Companies must apply for a corporate director’s license.

Applications are accepted exclusively through the web portal. Once your company receives its Unique ID, you can log into the portal. During the first login, you'll be prompted to set up your password.

The following types of companies can apply for a corporate director's licence:

  • Ordinary companies registered under the Companies Act (as revised)
  • Ordinary non-resident companies
  • Exempted companies registered under the Companies Act (as revised)
  • Foreign companies registered under the Companies Act (as revised)
  • Companies not falling under these categories are not permitted to act as directors on any covered entity.

Regardless of the number of covered entities, every company must have a licence under the Act, a company management licence, or a mutual fund administrator’s licence.

If your company’s subsidiaries are not licensed under the Companies Management Act or the Mutual Funds Act, they will need to obtain a licence.

The following information must be provided by the corporate director:

  • Proof of incorporation and, if applicable, registration as a foreign company
  • Details of its shareholders or members, typically provided through a register of shareholders or members
  • Details of its directors, typically provided through a register of directors
  • Memorandum and articles of association or an equivalent document
  • If it’s a foreign company, proof of good standing in its home country
  • A list of all parent and subsidiary companies within its structure, along with the registered and principal offices of each company.

The following information must be provided by natural persons on the board of the corporate director or those who own more than 10% of its voting interests:

  • Full legal name
  • Date and place of birth
  • Nationalities
  • Principal and postal addresses
  • Email address and telephone number
  • A fully completed Personal Questionnaire
  • Three reference letters, with at least one from a bank
  • A recent police clearance certificate.

Applicants should expect to receive confirmation of licensing within four weeks.

If approval takes longer than four weeks, it likely means that the Authority needs additional information from the corporate director or its shareholders/directors. If the corporate director is already serving on covered entities when the Law takes effect, it can continue in that role until the Authority processes the application. However, if it is not serving as a director at that time, it must wait for the application to be processed before taking on directorship roles. It is advised to apply well before the launch of your covered entity.

If the application is likely to be denied, the Authority will contact the corporate director, explain the reasons, and offer an opportunity to respond. If the application is ultimately denied, the Authority will notify the corporate director of the refusal.

Upon approval, the corporate director will receive a confirmation of licensing from the Authority. To remain in good standing, it must pay an annual fee by January 15 each year and reconfirm the information provided during the application process.

The corporate director must be covered by a D&O insurance plan. This coverage can be obtained independently, through the covered entities it serves, as part of a group plan, or another acceptable option. The insurance doesn’t have to be from a Cayman Islands insurer but should come from a reputable provider experienced with this type of coverage.

If you have questions, you can email [email protected]. A representative from the Authority’s Fiduciary Division will get in touch with you.

No, registration is only required for natural persons acting on fewer than 20 covered entities. You should apply for a licence as a professional director.

No, professional director licenses are only available to natural persons. Companies must apply for a corporate director licence instead.

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