In 2014, the Cayman Islands Government brought into force the Directors Registration and Licensing Law, 2014 (the Law). The Law provides for the registration and, in certain cases, licensing of individuals appointed as directors of (i) mutual funds regulated under the Mutual Funds Law by the Cayman Islands Monetary Authority (CIMA); or (ii) companies registered as 'excluded persons' under the Securities Investment Business Law (each a Covered Entity). The Law also introduces a licensing regime for corporate directors of Covered Entities.
The remit of the Law only covers directors of Covered Entities and will not apply therefore to directors of other Cayman Islands companies. Nor does the Law apply to all fund entities registered with CIMA, as both CIMA-registered partnerships and trusts are outside its scope. The Law does not extend therefore to directors of general partners, or to trustees, of Covered Entities. The Law is not restricted however to Cayman-based directors but extends to all directors of Covered Entities, wherever they are resident or incorporated.
The Law is intended to allow CIMA to verify certain basic information in respect of directors of Covered Entities as well as to establish a regulatory framework for both "professional directors" and corporate directors.
The Law distinguishes between professional directors (being a natural person appointed as a director of 20 or more Covered Entities), corporate directors (being a body corporate appointed as a director of a Covered Entity) and registered directors (being individuals who are not professional directors).
An individual acting as a director of an existing Covered Entity is required to be registered with CIMA. CIMA may refuse to register an applicant if CIMA has information that the applicant has been convicted of a criminal offence involving fraud or dishonesty, or is the subject of sanctions from a regulator, self-regulatory organisation or a professional disciplinary body.
The initial application fee is US$170, together with a registration fee of US$685.
For each subsequent year, the annual registration fee (payable by 15 January) shall be US$855.
With regard to new fund launches, a person who is proposed to be appointed as a director of a Covered Entity shall not be appointed to act in that capacity unless first registered or licensed by CIMA. Such registration or licensing may therefore have timing implications when launching a new fund if any proposed director is not already registered or licensed.
Professional directors are required to be licensed (as opposed to registered) by CIMA. Applicants will be subject to a 'fit and proper' determination and the licence may be granted with conditions. Two categories of director who would otherwise fall within the definition of professional director are exempted from the licensing requirement but are required to register with CIMA as registered directors. Such persons are directors, employees, members, officers, partners or shareholders of (i) an entity holding a Cayman Islands companies management licence or a mutual funds administrators licence; or (ii) fund managers of a CIMA regulated mutual fund which fund manager is registered or licensed by one of the prescribed overseas regulatory authorities listed in the Law, so long as such individual is acting as a director of the relevant fund(s) by virtue of his relationship to that fund manager.
The initial application fee is US$610, together with a licensing fee of US$3,050.
For each subsequent year the licensing fee (payable by 15 January) shall be US$3,660.
Corporate directors are either required to be registered as a Cayman Islands company or, if a non-Cayman Islands corporate, to be registered as a foreign company in Cayman.
A corporate director is required to be licensed by CIMA, though corporates which hold a Cayman Islands companies management licence or a mutual fund administrators licence and which provide directors to Covered Entities are not required to be separately licensed under the Law. Corporate directors must have at least two natural persons on their board who meet CIMA's fit and proper requirements and proposed new or additional appointees are required to be approved by CIMA.
The initial application fee is US$975, together with a licensing fee of US$8,780.
For each subsequent year the licensing fee (payable by 15 January) shall be US$9,780.
To comply with the Law, overseas corporate directors will have the added financial burden of registering as a foreign company.
Both corporate directors and professional directors are subject to minimum insurance requirements.
Registration and Licensing Process
Registration and licensing applications are required to be made via CIMA's web portal. Applicants for registration or licensing will be required to provide certain prescribed information. Payment will only be accepted via the web portal by way of Visa or MasterCard.
CIMA's website contains its response to certain frequently asked questions in relation to the Law. This is a helpful guide and, accordingly, can be found here for your ease of reference.
Pursuant to the Law, CIMA maintains a register of directors of Covered Entities, in accordance with the confidentiality provisions of the Monetary Authority Law. In practice, this means that such information will not be made available to the public and will be protected from freedom of information requests. The public will however be able to search the name of any director to see whether he has been registered or licensed in accordance with the Law. The result of any such search will only show the director's name, the type of registration or license held, the registration/ license number and the date on which such person was licensed or registered.
The registration, licensing and other obligations under the Law are personal obligations of the particular director and not therefore obligations of the Covered Entity or any other person.
Failure to comply with the director registration requirements under the Law is an offence and on summary conviction carries a maximum fine of approximately US$60,000 and/or up to 12 months imprisonment.
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.