Cayman Islands: The Directors Registration And Licensing Law, 2014 ("The Law")

Last Updated: 27 August 2014
Article by Susan Lock


The Cayman Islands Government announced, on 21 March 2014, its intention to introduce a regime for the registration and licensing of directors appointed to the boards of the following types of entities, known as "Covered Entities":

  1. mutual funds regulated under the Mutual Funds Law (Revised) ("Regulated Mutual Funds"); and
  2. companies to which paragraphs 1 and 4 of Schedule 4 of the Securities and Investments Business Law (Revised) apply ("Excluded Persons"), usually entities providing investment management or investment advisory services.

The Law was brought into force on 4 June 2014 along with the Directors Registration and Licensing (Registration and Licensing) Regulations, 2014. These Regulations set out the information and fees required when applying to the Cayman Islands Monetary Authority (the "Authority") for registration or licensing under the Law and the annual fees payable thereafter.

There are provisions in the Law which require the Authority to assess the capacity of the Directors to act for Covered Entities, but these are yet to be determined.

Who does the Law apply to?

The Law applies to directors of Covered Entities and divides such directors into three categories, being:

  • "Registered Director": a natural person who is required to be registered under the Law;
  • "Professional Director": a natural person appointed as a director for twenty or more Covered Entities; and
  • "Corporate Director": a body corporate appointed as a director of a Covered Entity (irrespective of the number of appointments).

The registration and licensing requirements apply regardless of residency of the director and not just to Cayman Islands resident directors.

The Law does not apply to partnerships or unit trusts. Directors of funds that are not Regulated Mutual Funds, such as closed-ended private equity funds, are not required to be registered or licensed under the Law.

Requirements of the Law

A natural person appointed as a director of 19 or fewer Covered Entities is required to register as a "Registered Director".

A natural person appointed as a director for twenty or more Covered Entities is required to be licensed as a Professional Director subject to the exemptions described below.

A body corporate appointed as a director of a Covered Entity (irrespective of the number of appointments) is required to be licensed as a Corporate Director subject to the exemptions described below.

In all cases, applications for registration or licensing can only be made via the Authority's web portal.

Deadline for registration or licensing

Persons who, prior to the Law being enacted, were acting as Registered Directors or Professional Directors have three (3) months (i.e. until 4 September 2014) to register or obtain a licence.

Persons who, prior to the Law being enacted, were acting as Corporate Directors have six (6) months (i.e. until 4 December 2014) to obtain a licence.

Any person who is not already appointed as a director of a Covered Entity should apply to register as a Registered Director (or obtain a licence as a Professional Director) before a company which he is to be a director of applies to be registered with the Authority as a Regulated Mutual Fund or an Excluded Person.

Registration process for Registered Directors

The online registration form requires certain basic information including, at a minimum, full name, date of birth, nationality and country of birth, principal residence and postal address (if different), details of any criminal offence involving fraud or dishonesty, details of any adverse finding, financial penalty, sanction or disciplinary action by a regulator, self-regulatory organisation or professional regulatory body and the names and registration numbers of the Covered Entities for which the applicant acts or proposes to act (per Schedules 1, 2 and 3 of the Regulations depending on whether the applicant is exempt from licensing or not). The registration fee is US$854 on application and US$854 annually thereafter.

An application for registration is only likely to be refused by the Authority where the applicant has been convicted of a criminal offense involving fraud or dishonesty, or the subject of an adverse finding, financial penalty, sanction or disciplinary action by a regulator, self-regulatory organisation or a professional disciplinary body.

The Authority has indicated that successful applicants should receive confirmation of registration within 48 hours.

Licensing process for Professional Directors

In addition to completing the online application form, applicants will be expected to provide three references acceptable to the Authority and evidence of adequate insurance (see below) (per Regulation 4(a) and Schedule 4 of the Regulations). The registration fee is US$3,658 on application and US$3,658 annually thereafter.

A licence will be granted if the Authority is satisfied the applicant is a "fit and proper" person. In determining whether a natural person meets this standard the Authority will consider all circumstances including the person's (a) honesty, integrity, reputation; (b) competence and capability; and (c) financial soundness.

The Authority has indicated that successful applicants should receive confirmation of licensing within four weeks.

Licensing process for Corporate Directors

In addition to completing the online application form, applicants will be expected to provide three references acceptable to the Authority on all directors and shareholders of the corporate director, information on all parent and subsidiary companies and evidence of adequate insurance (see below) (per Regulation 4(b) and Schedule 5 of the Regulations). The registration fee is US$9,756 on application and US$9,756 annually thereafter. Given the higher fees, existing Corporate Directors who serve on few funds may consider resigning in favour of individual Directors.

A Corporate Director must also:

  • be registered as an ordinary resident, exempted or foreign company in accordance with the Companies Law (Revised); and
  • appoint to its board of directors at least two persons who are either Registered Directors or Professional Directors or a combination of both.

Any additional director appointed to the board of a Corporate Director must be approved by the Authority prior to such appointment.

Corporate Directors (and all members of the board of directors) must themselves be fit and proper persons as determined by the Authority in the same manner as for Professional Directors.

Again, the Authority has indicated that successful applicants should receive confirmation of licensing within four weeks.

Exemptions from licensing

Notably, a director affiliated with a fund manager which is registered or licensed by an approved overseas regulatory authority does not need to be licensed as a Professional Director even if he or she is a director of 20 or more Covered Entities and should, instead, simply register as a Registered Director. To qualify for this exemption, the person must (a) be a director, employee, member, officer, partner or shareholder of a fund manager registered or licensed by an approved overseas regulatory authority (i.e. the SEC, CFTC, and FINRA in the US., the SFC in Hong Kong, the FSA in Japan, MAS in Singapore, FCA in the UK., BaFin in Germany, AMF in France, AFM in the Netherlands, CBI in Ireland CSSF in Luxembourg, DFSA in Dubai or the CVM in Brazil), which serves as the manager of a Regulated Mutual Fund and (b) act as a director of a Covered Entity by virtue of his/her position in the fund manager.

Persons which are licensed under the Companies Management Law (Revised) or the Mutual Funds Law (Revised) as a mutual fund administrator and directors, employees, members, officers, partners or shareholders thereof, are not required to be licensed by the Authority under the Law. However, such persons are still required to register as Registered Directors.


Corporate Directors and Professional Directors must maintain insurance with an authorised insurer to cover loss arising from claims in respect of civil liability incurred in connection with the business of the Corporate Director or Professional Director in an amount which is a minimum aggregate cover of US$1.2m and a minimum cover of US$1.2m for each claim.

Publicly available information

The database of directors of Covered Entities maintained by the Authority is not public and will be kept confidential in accordance with section 50 of the Monetary Authority Law. The only information which will be publicly available (and searchable) is the name of a registered director, the type of registration or licence held, registration/licence number and the date of licence or registration.

Changes in information

In all cases, the Authority must be informed of any changes in the information provided to the Authority within 21 days of the change.

Annual renewal of registration or licence

Directors must renew their registration or licence annually on or before 15 January in each year by:

  • filing the prescribed annual return form; and
  • paying the applicable annual fee.


The Law provides for penalties of up to US$125,000, continuing penalties of up to US$12,000 per day in certain circumstances and/or up to 12 months imprisonment for failure to comply with the applicable registration, licensing and ongoing compliance requirements.

Annual fees which are submitted late are subject to a penalty equal to one-twelfth of that annual fee for each month or part thereof during which the fee remains unpaid. A failure to file a notice of changes in the information submitted to the Authority within 21 days of the change attracts a potential fine of up to US$25,000.

The Law permits the Authority a wide discretion and power to access information from persons it suspects of non-compliance with the requirements of the Law.

Next Steps

The Authority has announced that the registered office of each Covered Entity will receive a list containing unique identification numbers for all of the directors that are associated with the Covered Entities of that registered office. Directors will then be contacted by the relevant registered office who will supply the identification number information and details of the web portal through which directors will be required to register or submit their applications. Where Campbells Corporate Services Limited serves as registered office for a Covered Entity, the usual client contact will receive this information shortly.

Applications and the payment of fees will only be accepted via the web portal, although certain enquiries can be submitted to Payments to the Authority may be made by Visa and MasterCard. The Authority has also issued a set of FAQs which are available from their website at the following link.

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.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.