In November 2020, following an industry consultation process, the Cayman Islands Monetary Authority (the "Authority") issued a Regulatory Procedure on the deregistration of controlled subsidiaries1 registered pursuant to the Banks and Trust Companies Act ("BTCA") and a Rule and Regulatory Procedure on the deregistration of private trust companies2 registered pursuant to the Private Trust Companies Regulations ("PTCRs"). In each case the conditions for deregistration and the application procedure are the same; a summary of which is outlined below.
Conditions for Deregistration
A registered entity will be required to submit to the Authority a declaration signed by at least two directors (or one if there is only one) confirming that the following conditions have been met:
- all clients/ connected persons are informed of the closure or intended closure of the registered entity;
- all outstanding liabilities have been settled;
- all outstanding complaints against the registered entity are resolved;
- there are no current, pending or threatened legal proceedings against the registered entity; and
- the entity is not acting as trustee of any trusts.
Application for Deregistration
An application for deregistration will require submission of the following:
- a completed licence termination/ surrender/ deregistration application form to be submitted with the other supporting documents via the Authority's online portal, REEFS;
- a Director Declaration;
- a resolution signed by at least two directors (or one if there is only one) indicating the date on which the registered entity either ceased or will cease to carry on the business of a controlled subsidiary or private trust company;
- any other documents/ information requested by the Authority for the purposes of assessing the application; and
- a deregistration fee of CI$300/ US$366.
There are additional requirements depending upon the basis for the deregistration. Where the entity will be dissolved, it is necessary to submit evidence that the entity has been placed in voluntary liquidation by submitting, at a minimum, copies of the forms filed with the Registrar of Companies. Where the entity has been struck off the register, the certificate of strike-off must be provided to the Authority. Where a private trust company will remain in existence carrying on non-licensable activities, it will be necessary to provide the Authority with a certified copy of a certificate of change of name confirming that the entity's name will no longer include the letters "PTC".
Timing for Private Trust Company Deregistrations
Private trust companies are required to submit a deregistration application to the Authority within twenty-eight (28) days from the date of the directors' resolutions resolving to cease carrying on business as a private trust company. In circumstances where the entity has never carried on business the deregistration application should be made within twenty-eight (28) days from the resolution of the directors confirming that the entity never carried on business as a private trust company.
1. A "controlled subsidiary" means a trust company –
(a) that is incorporated in the
(b) that is a wholly owned subsidiary of a licensee under section 6(5)(c) of the BTCA (trust business within and outside of the Islands but subject to such conditions as may be imposed by the Authority); and
(c) whose directors and senior officers are directors and senior officer of the licensee or are otherwise persons approved by the Authority as fit and proper persons to be directors and senior officer of licensees holding licences for trust business under section 6(5) of the BTCA.
2. A "private trust company" means a trust company which –
(a) is incorporated in the Islands;
(b) conducts no trust business other than connected trust business.
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.