Under the Cayman Islands Directors Registration and Licensing Act (the "Act"), a person appointed as a director of certain entities (referred to in the Act as "covered entities") must register with the Cayman Islands Monetary Authority ("CIMA"). Directors should be aware of the requirements for registration, annual renewal, ongoing maintenance of director information and de-registration, as well as the consequences for failing to meet these requirements.
Before a director can be appointed to the board of a covered entity, defined as a company under which certain provisions of the Securities Investment Business Law (2011 Revision) apply; or a mutual fund as regulated under the Mutual Funds Law (2013 Revision) they must be registered or licensed (depending on the circumstances applicable to the director) with CIMA. For a new board appointment, an application for registration under the Act should therefore be made as soon as possible to avoid any delays. A director must renew their registration annually by refreshing / confirming their registration information and paying an annual registration fee by 15 January of each year.
During the course of the year, the director is also required to inform CIMA of any changes to the director's information within 21 days of any such change. The Act also provides a surrender mechanism whereby a registered or licensed director may surrender their registration / license upon ceasing to act as a director of covered entities. The surrender application and accompanying de-registration fee must be filed and paid by 31 December in order not to incur annual registration fees for the following year.
Failure to register, renew, update director information or de-register in accordance with the relevant deadlines may lead to delays, additional fees and / or significant penalties (including substantial monetary fines and, in some circumstances, imprisonment). As clients continue to look for efficiencies and renew their focus on core business, routine and time-consuming tasks such as director registration and licensing, while essential, can create unnecessary operational burdens.
The Maples Group Solution
Our fiduciary services team in the Cayman Islands works with directors who are natural persons and are to be appointed as a director of 20 or fewer covered entities, to coordinate director registration and licensing submissions and payment of CIMA fees on the directors' behalf. Through our comprehensive knowledge of the requirements and our longstanding relationship with CIMA, we can help to streamline the entire process and ensure deadlines are met.
Our director registration services include:
- Registration – compile and submit director information and arrange payment of the initial information and arrange payment of the initial application and registration fee via the CIMA web-portal;
- Annual Renewal – conduct a review of the director information, submit necessary updates through the CIMA web-portal and arrange payment of the annual registration fee;
- Information Updates – submit updated director information through the CIMA web-portal as and when notified by the director of changes; and
- De-registration – complete the CIMA prescribed form to surrender registration and arrange payment of the de-registration fee through the CIMA web-portal.
With investors and regulators increasingly demanding that companies have a proper governance framework in place, the Maples Group offers a comprehensive range of Company Secretarial and Board Support services, including organisation and drafting minutes of formal meetings. This helps reduce the administrative burden so that our clients are able to focus on their core business objectives while helping them remain at the forefront of corporate governance best practices in the industry.
In addition, the Maples Group provides a comprehensive suite of fiduciary, reporting and governance solutions, including the provision of independent, non-executive directors based in the Cayman Islands with appropriate experience in investment funds, structured finance vehicles and corporate entities, all of whom are licensed as professional directors pursuant to the Act. The Maples Group distinguishes itself with a client-focused approach, providing solutions tailored to their specific needs.
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.