Sponsor

This matrix has been developed by the AIMA Caymans Islands Executive Committee. Supporting the large concentration of offshore funds domiciled in the Cayman Islands is a distinguished group of expert service providers including administrators, attorneys, auditors, bankers and directors which comprise the Cayman national group.

To the extent permitted by law, none of AIMA or any of their respective partners, employees, agents, service providers or professional advisors assumes any liability or responsibility for, nor owes any duty of care for any consequences of, any person accessing, using, acting or refraining to act in reliance on the information contained in this matrix.

Director requirements

Is a director a direct or indirect member of the governing body? (i.e., board of directors, trustees, general partner, managing member, other)?

Exempted Company	Exempted Limited Partnership	Unit Trust
Direct. An exempted company is managed by one or more directors.	Typically indirect. An exempted limited partnership (ELP) is managed by one or more general partners. A general partner (GP) is invariably a corporate entity or partnership, in which case the ELP will be indirectly managed.	Typically indirect. A unit trust is managed by one or more trustees. A trustee is invariably a corporate entity, in which case the trust will be indirectly managed by the board of directors of the trustee.

Is there an applicable statutory regime?

Exempted Company	Exempted Limited Partnership	Unit Trust
Yes. The statutory regime for exempted companies is provided for by the Companies Act (2021 Revision) of the Cayman Islands (the Companies Act).	Yes. The statutory regime for ELPs is provided for by the Exempted Limited Partnership Act (2021 Revision) of the Cayman Islands (the ELP Act).	Yes. A Cayman Islands unit trust will typically be registered under the Trusts Act (2020 Revision) of the Cayman Islands (the Trusts Act) as an exempted trust on the basis that its beneficiaries do not and are not likely to include any person at any time resident or domiciled in the Cayman Islands.

Is there an applicable corporate governance code or guidance?

Exempted Company	Exempted Limited Partnership	Unit Trust
No, unless the entity is regulated (for example, as a mutual Fund under the Mutual Funds Act (2021 Revision) (the Mutual Funds Act) or as a private Fund under the Private Funds Act (2021 Revision) (the Private Funds Act)).	No, unless the entity is regulated (for example, as a mutual Fund under the Mutual Funds Act or as a private Fund under the Private Funds Act).	Yes. A Cayman Islands unit trust will typically be registered under the Trusts Act (2020 Revision) of the Cayman Islands (the Trusts Act) as an exempted trust on the basis that its beneficiaries do not and are not likely to include any person at any time resident or domiciled in the Cayman Islands.

What is the (minimum) board composition?

Exempted Company	Exempted Limited Partnership	Unit Trust
An exempted company must have at least one director.	An ELP must have at least one GP.	A unit trust must have at least one trustee.

Are independent directors required? If so, how is independence defined?

Exempted Company	Exempted Limited Partnership	Unit Trust
No, independent directors are not required.	N/A	N/A

Do directors require any qualifications?

Exempted Company	Exempted Limited Partnership	Unit Trust
No qualifications required.	No qualifications required.	No qualifications are required for a trustee that is a natural person. A corporate trustee carrying on the business of acting as trustee from within the Cayman Islands must be licensed either to conduct trust business under the Banks and Trust Companies Act (2021 Revision) of the Cayman Islands (the Banks and Trust Companies Act) and, where applicable, as a mutual Fund administrator under the Mutual Funds Act.

What are the specific rules around board meetings (frequency/location)?

Exempted Company	Exempted Limited Partnership	Unit Trust
No board meetings are required by law. Subject to the terms of the constitutional documents (memorandum and articles of association), a board meeting may be held in any location.	No GP meetings are required by law. Subject to the terms of the constitutional documents (exempted limited partnership agreement), a GP meeting may be held in any location.	No trustee meetings are required by law. Subject to the terms of the trust deed or other constitutional document, a trustee meeting may be held in any location.

Are there any resident director requirements?

Exempted Company	Exempted Limited Partnership	Unit Trust
None.	At least one GP of an ELP must: (a) if an individual, be resident in the Cayman Islands; (b) if a company, be registered under or pursuant to the Companies Act; (c) if a partnership, be registered pursuant to the ELP Act; or (d) if any other person, be registered under any other law or regulation as may be prescribed.	None.

What are the registration requirements?

Exempted Company	Exempted Limited Partnership	Unit Trust
An exempted company must register with the Registrar of Companies of the Cayman Islands.	An ELP must register with the Registrar of Exempted Limited Partnerships of the Cayman Islands.	A unit trust will typically be registered as an exempted trust with the Registrar of Trusts of the Cayman Islands.

Is there a registration fee payable?

Exempted Company	Exempted Limited Partnership	Unit Trust
Initial registration fee is USD 732.93 and annual registration fee is USD 853.66 (assuming maximum authorised share capital of USD 50,000).	Initial registration fee is USD 1,221.95, and annual registration fee is USD 2,439.02 for unregulated ELPs and USD 1,463.41 for regulated ELPs.	N/A for unregistered trusts. The initial registration fee and annual registration fee for registered trusts are each USD609.76.

What is the typical range of fees paid to non-executive directors?

Exempted Company	Exempted Limited Company	Unit Trust
N/A	N/A	N/A

Are corporate directors allowed?

Exempted Company	Exempted Limited Partnership	Unit Trust
Yes.	A ELP does not have directors but may have a corporate entity as a GP.	A unit trust does not have directors but may have a corporate entity as a trustee.

Are there any fitness and propriety requirements?

Exempeted Company	Exempted Limited Partnership	Unit Trust
No.	No.	A corporate trustee carrying on the business of acting as trustee from within the Cayman Islands must be licenced as a trust company under the Banks and Trust Companies Act and, where applicable, as a mutual Fund administrator under the Mutual Funds Act and must satisfy the fitness and propriety requirements set by the Cayman Islands Monetary Authority in order to obtain and maintain the applicable licence.

Are there any limitations on the amount of directorships held?

Exempted Company	Exempted Limited Partnership	Unit Trust
No.	N/A.	N/A.

Are decisions of the governing body permitted to be taken through committee action?

Exempted Company	Exempted Limited Partnership	Unit Trust
Yes, unless otherwise provided in the constitutional documents.	Yes, unless otherwise provided in the constitutional documents.	Yes, provided this is permitted under the trust deed.

Are standing committees required?

Exempted Company	Exempted Limited Partnership	Unit Trust
No.	No.	No.

Are ad hoc committees permitted?

Exempted Company	Exempted Limited Partnership	Unit Trust
Yes, unless otherwise provided in the constitutional document	Yes, unless otherwise provided in the constitutional document	Yes, provided this is permitted under the trust deed.

Are there any specific tax issues that need to be considered?

Exempted Company	Exemptd Limited Partnership	Unit Trust
The Cayman Islands have no direct taxes of any kind. There are no corporation, capital gains, income, profits, withholding or inheritance taxes or death duties. In addition, it is possible to obtain an undertaking exempting the exempted company from future taxation for a period of up to 30 years. Stamp duty may also be payable on original documentation executed in or brought into the Cayman Islands.	The Cayman Islands have no direct taxes of any kind. There are no corporation, capital gains, income, profits, withholding or inheritance taxes or death duties. In addition, it is possible to obtain an undertaking exempting the ELP from future taxation for a period of up to 50 years. Stamp duty may also be payable on original documentation executed in or brought into the Cayman Islands.	The Cayman Islands have no direct taxes of any kind. There are no corporation, capital gains, income, profits, withholding or inheritance taxes or death duties. In addition, it is possible to obtain an undertaking exempting the unit trust from future taxation for a period of up to 50 years if is it is registered as an exempted trust. Stamp duty may also be payable on original documentation executed in or brought into the Cayman Islands.

Exempted Company

Exemptd Limited Partnership

Unit Trust

The Cayman Islands have no direct taxes of any kind. There are no corporation, capital gains, income, profits, withholding or inheritance taxes or death duties.

In addition, it is possible to obtain an undertaking exempting the exempted company from future taxation for a period of up to 30 years.

Stamp duty may also be payable on original documentation executed in or brought into the Cayman Islands.

The Cayman Islands have no direct taxes of any kind. There are no corporation, capital gains, income, profits, withholding or inheritance taxes or death duties.

In addition, it is possible to obtain an undertaking exempting the ELP from future taxation for a period of up to 50 years.

Stamp duty may also be payable on original documentation executed in or brought into the Cayman Islands.

The Cayman Islands have no direct taxes of any kind. There are no corporation, capital gains, income, profits, withholding or inheritance taxes or death duties.

In addition, it is possible to obtain an undertaking exempting the unit trust from future taxation for a period of up to 50 years if is it is registered as an exempted trust.

Stamp duty may also be payable on original documentation executed in or brought into the Cayman Islands.

What are the recordkeeping requirements?

Exempted Company	Exempted Limited Partnership	Unit Trust
Yes. An exempted company must keep proper books of account including, where applicable, underlying documentation including contracts and invoices , sufficient to give a true and fair view of the state of the company's affairs and explain its transactions. Statutory registers and a minute book must also be maintained.	Yes. A GP must keep proper books of account including, where applicable, underlying documentation including contracts and invoices, sufficient to give a true and fair view of the state of the ELP's affairs and explain its transactions. A GP must also maintain or cause to be maintained a record of the amount and date of limited partner contributions, as well as any return (in whole or in part) of a limited partner contribution. Additional statutory registers must also be maintained.	Yes. In addition to its duties under the general law, a trustee must maintain and keep up to date an accurate record of the identity and particulars of (a) the settlor; (b) any contributor to the trust; (c) any specifically named beneficiary; (d) any identifiable class of beneficiary, (e) any protector; (f) any enforcer of the trust; (g) a service provider to the trust including any investment advisory, manager, accountant or tax adviser; and (g) the person exercising ultimate effective control of the trust. A trustee must also maintain and keep up to date accounting records relating to the trust, as well as accurate accounts and records (including underlying documentation) of the trustee's trusteeship appropriate to the trust and trust property.

Exempted Company

Exempted Limited Partnership

Unit Trust

Yes. An exempted company must keep proper books of account including, where applicable, underlying documentation including contracts and invoices , sufficient to give a true and fair view of the state of the company's affairs and explain its transactions.

Statutory registers and a minute book must also be maintained.

Yes. A GP must keep proper books of account including, where applicable, underlying documentation including contracts and invoices, sufficient to give a true and fair view of the state of the ELP's affairs and explain its transactions. A GP must also maintain or cause to be maintained a record of the amount and date of limited partner contributions, as well as any return (in whole or in part) of a limited partner contribution.

Additional statutory registers must also be maintained.

Yes. In addition to its duties under the general law, a trustee must maintain and keep up to date an accurate record of the identity and particulars of (a) the settlor; (b) any contributor to the trust; (c) any specifically named beneficiary; (d) any identifiable class of beneficiary, (e) any protector; (f) any enforcer of the trust; (g) a service provider to the trust including any investment advisory, manager, accountant or tax adviser; and (g) the person exercising ultimate effective control of the trust.

A trustee must also maintain and keep up to date accounting records relating to the trust, as well as accurate accounts and records (including underlying documentation) of the trustee's trusteeship appropriate to the trust and trust property.

Is delegation/outsourcing to service providers?

Exempted Limited Company	Exempted Limited Partnership	Unit Trust
Yes.	Yes.	Yes, if permitted under the trust deed.

Other?

Exempted Limited Company	Exempted Limited Partnership	Unit Trust
N/A	N/A	N/A

Organisational requirements

What are the key documents required for formation?

Exempted Company	Exempted Limited Partnership	Unit Trust
Memorandum and articles of association (the Articles).	Exempted limited partnership agreement and a statement signed by a GP containing the information prescribed by section 9 of the ELP Act (a Section 9 Statement).	A trust instrument, either in the form of a declaration of trust made by the trustee, or a form of trust deed executed by the trustee and the investment manager.

What is the formation process?

Exempted Company	Exempted Limited Partnership	Unit Trust
The Articles are delivered in duplicate to the Registrar of Companies accompanied by: (a) the prescribed fee; (b) a declaration under section 165 of the Companies Act that the operation of the exempted company will be conducted mainly outside the Cayman Islands or pursuant to a licence to carry on business in the Cayman Islands; and (c) the particulars set out in Schedule 1A of the Companies Act which include, among others, the name of the company, the amount of share capital, the number of shares and their par value, the names and addresses of the subscribers to the memorandum of association, the nature of the business and the end of its financial year. Incorporation on a standard basis takes between three and five business days from the date on which the application is filed and formation on an express basis takes up to 24 hours from the date on which the application is filed.	The Section 9 Statement is delivered to the Registrar of Exempted Limited Partnerships accompanied by the prescribed fee. Formation on a standard basis takes between three and five business days from the date on which the application is filed and formation on an express basis takes up to 24 hours from the date on which the application is filed.	There is no formal requirement - a unit trust is established when property has been transferred to the trustee to hold on the terms of the trust. It is standard practice for an application for registration to be filed with the Registrar of Trusts accompanied by the prescribed fee and a declaration under section 74 of the Trusts Act from each beneficiary that the person is not and does not intend to become resident or domiciled in the Cayman Islands. Registration on a standard basis takes between three and five business days from the date on which the application is filed and formation on an express basis takes up to 24 hours from the date on which the application is filed.

Exempted Company

Exempted Limited Partnership

Unit Trust

The Articles are delivered in duplicate to the Registrar of Companies accompanied by: (a) the prescribed fee; (b) a declaration under section 165 of the Companies Act that the operation of the exempted company will be conducted mainly outside the Cayman Islands or pursuant to a licence to carry on business in the Cayman Islands; and (c) the particulars set out in Schedule 1A of the Companies Act which include, among others, the name of the company, the amount of share capital, the number of shares and their par value, the names and addresses of the subscribers to the memorandum of association, the nature of the business and the end of its financial year.

Incorporation on a standard basis takes between three and five business days from the date on which the application is filed and formation on an express basis takes up to 24 hours from the date on which the application is filed.

The Section 9 Statement is delivered to the Registrar of Exempted Limited Partnerships accompanied by the prescribed fee.

Formation on a standard basis takes between three and five business days from the date on which the application is filed and formation on an express basis takes up to 24 hours from the date on which the application is filed.

There is no formal requirement - a unit trust is established when property has been transferred to the trustee to hold on the terms of the trust. It is standard practice for an application for registration to be filed with the Registrar of Trusts accompanied by the prescribed fee and a declaration under section 74 of the Trusts Act from each beneficiary that the person is not and does not intend to become resident or domiciled in the Cayman Islands.

Registration on a standard basis takes between three and five business days from the date on which the application is filed and formation on an express basis takes up to 24 hours from the date on which the application is filed.

What is the fee for formation/establishment?

Exempted Company	Exempted Limited Partnership	Unit Trust
Initial registration fee is US$732.93.	Initial registration fee is US$1,221.95.	There is a registration fee of US$609.76 for registered trusts.

What is the process for amending key documents?

Exempted Company	Exempted Limited Partnership	Unit Trust
Special resolution (2/3 or greater majority as may be specified by the Articles) of shareholders entitled to vote.	Subject to the terms of the exempted limited partnership agreement, the exempted limited partnership agreement may only be amended by agreement between all of the partners.	A trust deed may be amended pursuant to its terms or by court order.

Are there any required agents/annual fees?

Exempted Company	Exempted Limited Partnership	Unit Trust
Must have a registered office in the Cayman Islands. Registered office fees are typically in the range of US$1,500-US$2,000 per annum.	Must have a registered office in the Cayman Islands. Registered office fees are typically in the range of US$1,500-US$2,000 per annum.	Registered office fees are typically in the range of US$1,500-US$2,000 per annum.

What is the type of ownership interest type (e.g., shares, units, non-unitised interests, other)?

Exempted Company	Exempted Limited Company	Unit Trust
Shares.	Exempted limited partnership interests.	Units.

Are there any specific ownership rules (i.e., limits if any on numbers or types of interest holders, limits on being used as a master Fund or feeder Fund, etc)?

Exempted Company	Exempted Limited Partnership	Unit Trust
N/A	N/A	N/A

What are the capital contributions needed to form the entity?

Exempted Company	Exempted Limited Partnership	Unit Trust
Nil. However, the initial subscriber(s) to the Articles must subscribe for at least one share in the company. This share may be fully paid, unpaid or partially paid. If unpaid or partially paid, the subscriber is liable to the company for the amount payable and unpaid on the share.	Nil. However, all partners must enter the partnership with a view to profit and accordingly each partner will typically make a capital contribution or commitment to the partnership.	Yes. A trust must have trust property. This may be a nominal amount.

Are founder shares or seed capital shares permitted?

Exempted Company	Exempted Limited Partnership	Unit Trust
Yes.	Yes.	Yes.

Are sub-Funds allowed?

Exempted Company	Exempted Limited Partnership	Unit Trust
Yes.	Yes.	Yes.

If 'yes' to the previous question, what is the strength of the legal liability separation between the sub-Funds?

Exempted Company	Exempted Limited Company	Unit Trust
An exempted company may be registered as a segregated portfolio company (SPC). The assets and liabilities of each segregated portfolio of an SPC are legally separate from those of the other segregated portfolios of the SPC pursuant to the Companies Act. Sub-Funds within a single exempted company which is not an SPC do not have legal separation; the separation is on a contractual basis.	There is no statutory segregation of assets and liabilities of Cayman Islands ELPs; the separation would be on a contractual basis.	Yes. A unit trust may be established as an umbrella unit trust, which is a collection of sub-Funds each established by the execution of a supplemental trust deed to a master trust deed. Each sub-Fund may have a different investment objective and strategies and/or different types of investors. There is no statutory segregation of assets and liabilities of Cayman Islands unit trusts.

Are multiple classes of interests allowed?

Exempted Company	Exempted Limited Partnership	Unit Trust
Yes, if permitted under the memorandum and articles of association.	Yes, if permitted under the limited partnership agreement.	Yes, if permitted under the trust deed.

Are owners personally liable?

Exempted Company	Exempted Limited Partnership	Unit Trust
No. Shareholder liability in an exempted limited company is limited to the amount payable in respect of the shares held.	In the event that the assets of the ELP are inadequate, the GP(s) will be liable for all debts and obligations of the partnership. Limited partners of an ELP are not liable for the debts and obligations of the partnership except as may be provided by the partnership agreement and to the extent specified in the ELP Act. Pursuant to the ELP Act, a limited partner may lose the benefit of limited liability if it engages in the conduct of the business of the ELP with persons who are not partners in the partnership.	No, unless otherwise provided under the trust deed.

Exempted Company

Exempted Limited Partnership

Unit Trust

No. Shareholder liability in an exempted limited company is limited to the amount payable in respect of the shares held.

In the event that the assets of the ELP are inadequate, the GP(s) will be liable for all debts and obligations of the partnership.

Limited partners of an ELP are not liable for the debts and obligations of the partnership except as may be provided by the partnership agreement and to the extent specified in the ELP Act. Pursuant to the ELP Act, a limited partner may lose the benefit of limited liability if it engages in the conduct of the business of the ELP with persons who are not partners in the partnership.

No, unless otherwise provided under the trust deed.

In what circumstances could directors be liable to shareholders for their actions?

Exempted Company	Exempted Limited Partnership	Unit Trust
Ordinarily, directors owe their duties (i.e., both their fiduciary duties to act in the company's best interests and their common law duty of skill and care) to the company itself rather than to the shareholders. In cases of company insolvency, or doubtful solvency, the directors have to consider the interests of the company's creditors as paramount. Normally, the only route of redress shareholders themselves have is to bring a derivative action in the name of and for the benefit of the company; for example, if wrongdoers are preventing the company seeking redress again	N/A	N/A

Is there a requirement for a register of interest holders?

Exempted Company	Exempted Limited Partnership	Unit Trust
Yes.	Yes.	Not required as a matter of trusts law but invariably included as an obligation in the trust instrument.

What are the beneficial ownership reporting requirements?

Exempted Company	Exempted Limited Partnership	Unit Trust
Yes, with some available exemptions.	No.	No.

What is domestic tax treatment?

Exempted Company	Exempted Limited Partnership	Unit Trust
The Cayman Islands have no direct taxes of any kind. There are no income, corporation, capital gains, withholding taxes or death duties.	The Cayman Islands have no direct taxes of any kind. There are no income, corporation, capital gains, withholding taxes or death duties.	The Cayman Islands have no direct taxes of any kind. There are no income, corporation, capital gains, withholding taxes or death du

Is the Fund able to “tick the box” for US tax purposes?

Exempted Company	Exempted Limited Partnership	Unit Trust
Yes.	Yes.	Yes.

Is there an automatic regulatory regime applicable?

Exempted Company	Exempted Limited Partnership	Unit Trust
Yes. In general, the application of the Cayman Islands regulatory regimes depends upon the entity's activities. However, exempted companies have to file an annual economic substance notification under the Cayman economic substance regime.	No. Application of regulatory regimes depends upon the entity's activities.	No. Application of regulatory regimes depends upon the entity's activities.

Is reporting triggered by form of organisation?

Exempted Company	Exempted Limited Partnership	Unit Trust
Yes.	Yes.	No.

Are annual general shareholder meetings required?

Exempted Company	Exempted Limited Partnership	Unit Trust
No.	N/A	N/A

What are the filing requirements and are these publicly available?

Exempted Company	Exempted Limited Partnership	Unit Trust
Yes. An exempted company has the following minimum annual filing requirements: - Annual return must be filed with the Registrar of Companies; - Annual economic substance notification must be filed with the Tax Information Authority.	Yes. An ELP must file an annual return with the Registrar of Exempted Limited Partnerships.	No filings are required for unregistered trusts. A registered trust must file an annual return with the Registrar of Trusts.

Are there any tax treatment considerations?

The Cayman Islands has no tax applicable to the establishment and operation of fund vehicles. Cayman Islands companies, exempted limited partnerships and trusts (including, where applicable, non-Cayman entities which are registered in the Cayman Islands) and their respective shareholders, partners or unitholders are not subject to any income, corporation or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax. After incorporation or formation, a Cayman Islands fund vehicle will usually apply for an undertaking that no law enacted in the Cayman Islands during the period of up to 30 years (exempted companies) or 50 years (exempted limited partnerships and exempted trusts) from the date of the undertaking imposing any tax to be levied on the profits, income, gains or appreciation shall apply to that entity or its operations, and that no such tax or any tax in the nature of estate duty or inheritance tax shall be payable on the shares or interests (as applicable), debentures or other obligations of the entity or, in the case of an exempted trust, shall be applicable to any property comprised in or income arising under the trust, or to the trustees or beneficiaries.

Regulatory form requirements

Cayman Island- Regulatory Form Fund Director Requirements

Cayman Islands - Corporate Form Fund Director Requirements

Sponsor

Director requirements

Organisational requirements

Regulatory form requirements