After much speculation, the Cayman Islands Government announced
in March 2014 the proposed introduction of a new registration and
licensing regime for directors of certain regulated entities in the
After industry review and consultation, The Directors
Registration and Licensing Law 2014 (Law) has been
passed, but is yet to come into force. However, certain key
elements of the new registration and licensing regime have yet to
be released – including the hotly debated fee levels.
All directors of regulated mutual funds under the Mutual Funds
Law (2013 Revision) of the Cayman Islands and companies licensed
under the Securities Investment Business Law (2011 Revision) of the
Cayman Islands (Covered Entities) will be caught
by the Law.
Licensed or Registered?
Professional Directors, holding directorships of 20 or more
Covered Entities, will be required to apply for a license under the
Law. Only where the Professional Director is also a director,
employee, member, officer, partner or a shareholder of (i) a
company which holds a Companies Management License or a Mutual Fund
Administrator's License in the Cayman Islands, or (ii) a Fund
Manager that is registered or licensed by a specified overseas
regulatory authority and such director appointment arises by virtue
of the relationship with the Fund Manager, will the Professional
Director be excluded from obtaining a license under the Law.
All other natural persons who are directors of Covered Entities
and Professional Directors who are excluded from the requirement to
obtain a license under the Law as set out in (i) or (ii) above,
will need to apply to be registered under the Law.
To register or apply for a license, a director must submit an
application in a prescribed form to CIMA together with the relevant
fee (amount to be determined).
Once licensed or registered, any material change to the
information supplied on the initial application will need to be
filed by the director within 21 days of the change taking effect.
Annual filing together with an annual fee (amount to be determined)
will also need to be filed and paid by the director no later than
15 January in each calendar year.
There will be a three month grace period, after the Law comes
into force, for natural persons who are currently acting as
directors of Covered Entities to either register or apply for a
Persons who are to be appointed as directors after the Law comes
into force will need to be registered or licensed, as applicable,
prior to their appointment.
For corporate directors, irrespective of directorship numbers
held, a separate licensing regime applies and they will have up to
six months from the Law coming into force to apply for a
How Appleby can help
Appleby can assist investment managers and governing bodies of
Funds with their review and compliance with the Law. A dedicated
and skilled team of professionals are available to assist our Fund
clients through the new regulatory landscape.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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