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)?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
N/A | N/A | N/A |
Is there an applicable statutory regime?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
Yes, directors of investment Funds regulated under the MFA must be licensed or registered under the DRLA. | No. | Yes, applies to natural persons or corporate bodies acting as director of covered entities; i.e.,: - Investment Funds regulated under the MFA; or - Certain "registered persons" under the Securities Investment Business Act (2020 Revision). |
Is there an applicable corporate governance code or guidance?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
Statement of Guidance for Regulated Mutual Funds - Corporate Governance, issued by the Cayman Islands Monetary Authority | None. |
N/A |
What is the (minimum) board composition?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
A regulated mutual Fund which is a company must have at least two directors. CIMA will require a minimum of two natural persons to be named in respect of a general partner or corporate director of a regulated mutual Fund. |
A regulated private Fund which is a company must have at least two directors. CIMA will require a minimum of two natural persons to be named in respect of a general partner or corporate director of a regulated private Fund. |
Corporate directors licensed under the DRLA must themselves have at least two directors who are natural persons registered or licensed under the DRLA. |
Are independent directors required? If so, how is independence defined?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
No, independent directors are not required though are typically appointed as standard industry practice. 'Independent' in this context means not employed by or otherwise affiliated with the investment manager or sponsor of the Fund vehicle. |
No, independent directors are not required. | N/A |
Do directors require any qualifications?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
No qualifications required. | No qualifications required. | No qualifications required. |
What are the specific rules around board meetings (frequency/location)?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
At least twice a year, whether in person or via telephone/video conference call. | N/A | N/A |
Are there any resident director requirements?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
None. | None. | None. |
What are the registration requirements?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
Yes, via the DRLA. | None. | Yes, a natural person or corporate body may not act in the capacity of a director of a covered entity unless registered or licensed under the DRLA (or, in the case of a corporate director, where the corporate entity holds a companies management licence under the Companies Management Act (2021 Revision) or a mutual Fund administrators licence under the MFA). |
Is there a registration fee payable?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
USD 366 application fee. Mutual Fund - USD 4,268 initial and annual registration fee. Master Fund - USD 3,049 initial and annual registration fee. |
USD 366 application fee. Private Fund - USD 4,268 initial and annual registration fee. USD 305 initial and annual fee for each alternative investment vehicle (AIV) of a private Fund, up to a maximum of 25 AIVs. |
Registered director - USD 856 initial and annual fee. Professional director - USD 3,659 initial and annual fee. Corporate director - USD 9,756 initial and annual fee. |
What is the typical range of fees paid to non-executive directors?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
The range is broad; anywhere from USD5,000 p.a. to USD 35,000 p.a., per appointment, dependent upon the nature and terms of the vehicle. | The range is broad; anywhere from USD 5,000 p.a. to USD 35,000 p.a., per appointment, dependent upon the nature and terms of the vehicle. | N/A |
Are corporate directors allowed?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
Yes. | Yes. | Yes, corporate directors of covered entities must themselves have at least two directors who are natural persons registered or licensed under the DRLA. |
Are there any fitness and propriety requirements?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
Yes, via the DRLA. | No. |
A professional director (ie, a natural person appointed as director for twenty or more covered entities) must be a fit and proper person, having regard to all circumstances, including that person's: See CIMA Regulatory Policy on Fitness and Propriety. |
Are there any limitations on the amount of directorships held?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
No. | No. |
No. Though the number of directorships of covered entities held by a natural person will determine whether that person is required to be registered or licensed under the DRLA. |
Are decisions of the governing body permitted to be taken through committee action?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
N/A | N/A |
N/A |
Are standing committees required?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
N/A | N/A |
N/A |
Are ad hoc committees permitted?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
N/A | N/A |
N/A |
Are there any specific tax issues that need to be considered?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
N/A | N/A |
N/A |
What are the recordkeeping requirements?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
N/A | N/A |
N/A |
Is delegation/outsourcing to service providers allowed?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
N/A | N/A |
N/A |
Other?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
N/A | N/A |
When a person registered/licensed under the DRLA ceases to hold any directorships of covered entities, they must surrender their registration or license. The associated surrender fees are US$732 (registration) or US$976 (licence). |
Organisational requirements
What are the key documents required for formation?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
1. Application form (submitted via CIMA REEFS portal (see below)); 2. CIMA Connect written affidavit / confirmation; 3. Offering document / marketing materials; 4. Auditor consent letter; 5. Administrator consent letter; 6. AML officer details; 7. Applicable fee (see above). |
1. Application form (submitted via CIMA REEFS portal (see below)); 2. Offering document / marketing materials; 3. Auditor consent letter; 4. Administrator consent letter (only if an administrator is appointed); 5. AML officer details; 6. Applicable fee (see above). |
N/A |
What is the formation process?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
Submit registration application via CIMA REEFS (Regulatory Enhanced Electronic Forms Submission) portal). Registration is effective on the date of submission of a successful application, and a CIMA certificate of registration is issued thereafter, typically within two weeks. |
Submit registration application via CIMA REEFS portal. Registration is effective on the date of submission of a successful application, and a CIMA certificate of registration is issued thereafter, typically within two weeks. |
Complete new director registration process at https://gateway.cimaconnect.com/Operator/NewDirectorRegistration |
What is the fee for formation/establishment?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
See above. | See above. | See above. |
What is the process for amending key documents?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
CIMA to be notified within 21 days of: A fee of USD 367 is payable on filing details of a change with CIMA. |
CIMA to be notified within 21 days of: A fee of USD 367 is payable on filing details of a change with CIMA. |
Any changes to information submitted in support of an application for registration or licensing must be notified to CIMA within 21 days of the change. |
Are there any required agents/annual fees?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
CIMA REEFS filings can only be done by certain service providers (generally law firms or registered office providers), so an entity must have at least one of those engagements to be able to make the requisite REEFS filings. Cayman Islands-based auditor. |
CIMA REEFS filings can only be done by certain service providers (generally law firms or registered office providers), so an entity must have at least one of those engagements to be able to make the requisite REEFS filings. Cayman Islands-based auditor. |
N/A |
What is the type of ownership interest (e.g., shares, units, non-unitised interests, other)?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
N/A |
N/A |
N/A |
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)?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
N/A |
N/A |
N/A |
What are the capital contributions needed to form the entity?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
Most mutual Funds are registered under section 4(3) of the MFA, which states that an investor must make a minimum initial investment of at least USD 100,000 (or the equivalent in another currency). |
A private Fund (as defined within the PFA) must not accept capital commitments from investors in respect of investments until it is registered by CIMA under the PFA. |
N/A |
Are founder shares or seed capital shares permitted?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
N/A |
N/A |
N/A |
Are sub-Funds allowed?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
N/A |
N/A |
N/A |
If 'yes' to the previous question, what is the strength of the legal liability separation between the sub-Funds?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
N/A |
N/A |
N/A |
Are multiple classes of interests allowed?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
N/A |
N/A |
N/A |
Are owners personally liable?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
N/A |
N/A |
N/A |
In what circumstances could directors be liable to shareholders for their actions?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
N/A |
N/A |
N/A |
Is there a requirement for a register of interest holders?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
N/A |
N/A |
N/A |
What are the beneficial ownership reporting requirements?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
N/A |
N/A |
N/A |
What is the domestic tax treatment?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
N/A |
N/A |
N/A |
Is the Fund able to “tick the box” for US tax purposes?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
N/A |
N/A |
N/A |
Is there an automatic regulatory regime applicable?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
Yes. It is an offence for the operator of a mutual Fund (ie, the directors, general partner or trustee) to fail to ensure that the mutual Fund does not carry on business, or attempt to carry on business, in or from the Cayman Islands without having complied with the requirements of the MFA. |
Yes. It is an offence for a private Fund to carry on business, or attempt to carry on business, in or from the Cayman Islands without having complied with the requirements of the PFA. |
Yes. It is an offence to act as a director of a covered entity without being registered or licensed (as applicable) under the DRLA. |
Is reporting triggered by the form of organisation?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
No. |
No. |
N/A |
Are annual general shareholder meetings required?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
N/A |
N/A |
N/A |
What are the filing requirements and are these publicly available?
Mutual Funds Act (2021 Revision) (MFA) | Private Funds Act (2020 Revision) (PFA) | Directors Registration and Licensing Act, 2014 (the DRLA) |
---|---|---|
Audited financial statements must be provided to CIMA within 6 months of each financial year end of a regulated mutual Fund, together with a Fund annual return form. |
Audited financial statements must be provided to CIMA within 6 months of each financial year end of a regulated private Fund, together with a Fund annual return form. |
N/A |