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Registering private funds with CIMA

April 2020 Piers Alexander

Piers Alexander has recently published the article “Registering private funds with CIMA”.

All Cayman entities which fall within the definition of “private fund” in the Private Funds Law, 2020 and which are carrying on business on or after February 7, 2020 have until August 7, 2020 (the “transitional period”) to register with the Cayman Islands Monetary Authority (CIMA).

The characteristics of a “private fund” are the pooling of investor funds with the aim of spreading of investment risk, where the investors do not have day-to-day control over investment decisions but instead the investments are managed by or on behalf of the operator of the fund (eg, directors or general partner) and where the “investment interests” subscribed for by investors carry an entitlement to participate in the profits and gains arising from the investments but, crucially, are not redeemable or repurchasable at the option of investors.

The Private Funds Law, 2020 therefore encompasses all Cayman Islands closed-ended fund structures, unless excluded as a “non-fund arrangement”.

A Cayman entity structured as a private fund shall submit an application for registration to CIMA within 21 days after accepting capital commitments and must be registered as a private fund prior to receiving capital contributions from investors. Accordingly, any Cayman entity carrying on business during the transitional period and which has accepted capital contributions must ensure it is registered with CIMA by August 7, 2020.

Registration will be made electronically on CIMA’s Regulatory Enhanced Electronic Forms Submission (REEFS) platform and will require a private fund to file:

  • an application form and application fee (US$366);
  • a certificate of incorporation or registration;
  • constitutional documents, such as the memorandum and articles of association or partnership agreement;
  • an offering document, summary of terms or marketing materials which describe the terms of the offering;
  • an auditor’s and, where applicable, an administrator’s letter of consent; and
  • a structure chart showing the ownership of the private fund (excluding the investors), any subsidiaries and affiliates.

CIMA has advised that it will require a minimum of two directors for private funds structured as companies and a minimum of two natural persons in respect of a general partner of a limited partnership or corporate director. Directors appointed to “private funds” are not required to be registered under the Director Registration and Licensing Law of the Cayman Islands.

A “private fund” must have its accounts audited annually by a Cayman Islands based auditor approved by CIMA. The accounts, together with a Fund Annual Return, must be filed with CIMA within six months of the relevant financial year end and must be prepared in accordance with IFRS or GAAP of the US, Japan, Switzerland or a non-high risk jurisdiction. CIMA has confirmed that a “private fund” is required to submit an audit for its 2020 financial year. It is anticipated that CIMA will issue policies and procedures regarding waivers and extensions applicable to audits in due course.


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Piers Alexander

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This article was originally published in the Offshore Update column in the Asian-Mena Counsel magazine Volume 17 Issue 4.


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