2025 CAYMAN ISLANDS REGULATORY CALENDAR
Global Head of Regulatory and Financial Services, presents the 2025 Cayman Islands’ regulatory calendar.
Chris Capewell Partner chris.capewell@maples.com
REGULATORY FILING REQUIREMENTS KEY DEADLINES
deadline for new entities that are Financial Institutions under CRS (established between 1 May 2024 and 29 April 2025) and FATCA (established between 1 January 2024 and 29 April 2025)
Julian Ashworth, Partner in the Cayman Islands Investment Funds team, summarises the regulatory and compliance obligations that apply to all Cayman Islands-domiciled investment funds.
Michael Oldfield from the Maples Group Accounting, Agency and Tax Services team for the Americas, talks about key steps, tips and deadlines for Cayman Islands Fund Annual Returns.
INVESTMENT FUNDS KEY FILING DEADLINES:
ANNUALLY
Governing Body of an investment fund to hold an annual meeting each year sometime during the year.
Q1
Registered but unlaunched investment funds to file a declaration of no capital contributions (or file an audit waiver application).
Each investment fund registered with, and regulated by, the Cayman Islands Monetary Authority (“CIMA”) is required to establish, implement and maintain a corporate governance framework in accordance with certain regulatory measures established by CIMA (the “Regulatory Measures”).
The governing body of each registered investment fund (in such capacity, the “Governing Body”) is responsible for implementing a corporate governance framework that addresses, at a minimum, those matters set out in the Regulatory Measures.
The Governing Body (being the board of directors where the registered investment fund is a company, the general partner where the registered investment fund is an exempted limited partnership, the managers (or equivalent) where the registered investment fund is a limited liability company and the trustee where the registered investment fund is a trust) has ultimate responsibility to oversee and supervise the activities and affairs of the registered investment fund and must hold at least one operator meeting each year. The governance structure must be appropriate and suitable to enable the effective oversight of the registered investment fund by the Governing Body, taking into account the size, complexity, structure, nature of business and risk profile of the operations of the registered investment fund (including by reference to assets under management, number of investors, complexity of the structure, nature of investment strategy and nature of the operations).
A registered investment fund’s corporate governance framework must, at a minimum, address:
CORPORATE GOVERNANCE FRAMEWORK
Objectives and strategies
Structure of governance of the Governing Body
Appropriate allocation of oversight and management responsibilities
Independence and objectivity
Collective duties of Governing Body
Duties of individual directors
Appointments and delegation of functions and responsibilities
Rule – Corporate Governance for Regulated Entities
Risk management and internal control systems
Conflicts of interest and code of conduct
Remuneration policy and practices
Reliable and transparent financial reporting
Transparency of communications
Duties of Senior Management
Relations with CIMA
Statement of Guidance – Corporate Governance for Mutual Funds and Private Funds
AML SURVEY DEADLINES
Alice Reid, Co-Head of the AML Services team, shares important annual AML survey deadlines, as set out on CIMA’s annual reporting schedule.
Alice Reid Senior Vice President alice.reid@maples.com
Anti-Money Laundering (AML) Legal Guide
ECONOMIC SUBSTANCE (ES)
At the start of 2019, a number of offshore jurisdictions, including the Cayman Islands, introduced economic substance laws and regulations (“Economic Substance Regimes”) in response to global OECD Base Erosion and Profit Shifting (“BEPS”) standards for geographically mobile activities. The Economic Substance Regimes aim to create a level playing field among all OECDcompliant ‘no or only nominal taxʼ jurisdictions.
Global standards in this field continue to develop. Accordingly, it is to be expected that the Economic Substance Regimes will continue to evolve in order to address certain important practical aspects of the economic substance requirements.
Those who establish offshore structures do not generally do so to engage in BEPS activity; they do so because the chosen jurisdiction is an efficient, stable and trusted neutral hub with key expertise in handling complex transactions. Accordingly, the financial services industry in these jurisdictions and their respective clients should be able to take these requirements in their stride, given the nature of the transactions and the global standards that are already applicable in such jurisdictions.
The extent to which an entity is affected will depend upon a number of factors, including the type of entity, the type of business the particular entity is engaged in, and the way in which the entity operates. In particular, entities conducting the following ‘relevant activitiesʼ will need to determine whether
they fall within scope of a particular Economic Substance Regime:
a. Banking business;
b. Distribution and service centre business;
c. Finance and leasing business;
d. Fund management business;
e. Headquarters business;
f. Holding company business;
g. Insurance business;
h. Intellectual property holding business; and
i. Shipping business.
Depending on their particular circumstances, in-scope entities may have notification and/or reporting obligations, as well as be required to satisfy enumerated substance requirements.
If you have any questions in relation to particular entities, industries and / or structures, please speak to your usual Maples Group contact, who will be able to guide you in this area of law. Inevitably, much will depend upon the specific entity, industry, structure and transaction(s) involved.
Economic Substance (ES) Legal Guide
previous regime with two notable exceptions, those being that the Legal Person must also report (1) the nationality of all beneficial owners; and (2) the nature in which the individual or ‘reportable legal entity ʼ owns or exercises control of the Legal Person (whether, for example, by ownership of economic interests or voting interests in, or as a senior managing official of, the Legal Person).
Alternative Routes to Compliance; Investment Funds
The definition of “beneficial owner” under the Bill has also been amended somewhat to align it more closely with the concept of a beneficial owner under the Cayman Islands anti-money laundering regime.
The majority of the exemptions which applied under the previous regime are removed or significantly restricted by the BOTA in favour of certain ‘alternative routes to complianceʼ. Such alternative routes mean that the Legal Person would not be required to report its beneficial owners, nor establish a beneficial ownership register, but rather report limited ‘required particularsʼ
The Bill also contemplates additional reporting requirements. Beneficial owners will need to provide enhanced particulars, including an address for service; nationality; and the nature in which the individual owns or exercises control of the legal person.
CALENDAR BY REGULATORY STATUS OF ENTITY
Under the BOTA, Legal Persons able to apply an alternative route to compliance include a Legal Person that is:
Corporate service providers, entities and beneficial owners will also face increased liabilities going forward.
a. listed, or is a subsidiary of a listed entity, on the Cayman Islands Stock Exchange (CSX) or an approved stock exchange;
b. licensed under a regulatory law (note this is limited to certain Cayman Islands regulatory laws);
c. a fund registered under the Private Funds Act (As Revised) or the Mutual Funds Act (As Revised); or (d) otherwise exempted by Cabinet (none currently).
Although the Bill provides for proposed public access to beneficial ownership information, these provisions are not anticipated to come into force until a later date. In light of a November 2022 decision of the European Court of Justice, the Cayman Islands Government continues to consider the privacy implications of granting such access and is formulating an appropriately balanced approach.
Relevant to the investment funds industry, Legal Persons under category (c), being Cayman Islands mutual or private funds registered with the Cayman Islands Monetary Authority, are permitted to supply the contact details of an authorised contact, being a registered office services provider, a Cayman Islands licensed fund administrator or another appropriately licensed Cayman Islands service provider that is required to provide beneficial ownership information (on behalf of the fund) to the competent authority, on request (from the competent authority), within 24 hours (or such longer period as is specified in the request).
Entities falling outside categories (a) – (d) above (or otherwise opting not to apply an alternative route to compliance) are considered ‘in-scopeʼ and are required to establish and maintain a beneficial ownership register.
BANK AND TRUST COMPANIES ACT(AS REVISED)
CIMA
Banking Services Reporting Schedule
CIMA
Trusts Reporting Schedule
SECURITIES INVESTMENT BUSINESS ACT (AS REVISED)
Cayman Islands Securities Investment Business Act: Continuing Obligations of SIBA Registered Persons
CIMA Reporting Schedule
VIRTUAL ASSET (SERVICE PROVIDERS) ACT (AS REVISED)
The Virtual Asset Service Providers Regime
CIMA Reporting Schedule
Our Regulator y & Financial Ser vices Advisor y team can assist with or ad vise on the following areas:
KEY CONTACTS
Cayman Islands
Chris Capewell +1 345 525 5611
chris.capewell@maples.com
Patrick Head +1 345 525 5377
patrick.head@maples.com
Tim Dawson +1 345 929 5525
tim.dawson@maples.com
Adam Huckle +1 345 525 5318
adam.huckle@maples.com
Michelle Bailey +1 345 525 5711
Alice Reid +1 345 526 6150
michelle.bailey@maples.com alice.reid@maples.com
Teresa Solomon +1 345 525 5712
teresa.solomon@maples.com
Michael Oldfield +1 345 525 5796
michael.oldfield@maples.com
Daniel Moore
+852 5729 3584
daniel.moore@maples.com
Yunie Wong
+852 9016 0076
yunie.wong@maples.com
Hong Kong