Cayman Islands Liquidations: 2025 Year-End Deadlines

With a few months left in 2025 – this would be the ideal time to start preparing for year-end deadlines.  Any Cayman Islands entities that are at, or near, the end of their lifecycle should include liquidation and dissolution as part of their 2025 year-end task lists.

To avoid incurring 2026 annual government fees, Cayman Islands companies that are contemplating a solvent voluntary liquidation process should map out the timeline to bring on an external liquidator.  The appointed liquidator will need to hold the final general meeting and file a statutory final return for a company on or before 30 January 2026.

Similarly, to avoid 2026 annual government fees, an exempted limited partnership will need to file its final dissolution notice on or before 30 January 2026.

In light of these deadlines, please get in touch with a liquidations professional no later than 1 November 2025 for advice on dissolving Cayman Islands entities and to begin any on-boarding and pre-appointment requirements.

What audit requirements are in place for a regulated fund to complete the Cayman Islands liquidations process?

CIMA-regulated funds will need to deregister from CIMA prior to dissolution and, in most instances, will be required to complete and file a final audit pursuant to CIMA’s cancellation policies and procedures, which set out that for a mutual fund or private fund, the final audit should cover the period from the last financial year-end for which an audit has been filed with CIMA, up to the date of:

• The final net asset value, with subsequent events notes confirming that the final distribution has been made to investors; or
• The full payment of final distribution to investors.

Funds will need to factor into their planning both the time required to prepare and submit the audited financials, as well as the associated costs.

A fund may also consider extending its final audit period for a maximum of 18 months from the date of the last financial year end for which an audit has been filed up to either of the above noted dates.

Only in very limited circumstances will CIMA grant an audit exemption, assessed by CIMA on a case-by-case basis and dependent on relevant circumstances, applicable to a fund, as set out in CIMA’s audit exemption policies and procedures for a private/ mutual fund.

What do Cayman Islands funds applying to deregister with CIMA need to consider?

Funds must address all filing requirements and be in good standing at the time of applying to deregister with CIMA and will remain registered (and liable for annual fees) until such requirements are met in full.

As such, a fund must file its deregistration application (including the final audit) and such de-registration must be approved by CIMA, before 31 December 2025 to avoid incurring the CIMA’s annual registration fees for 2026.  Furthermore, a fund must be up to date on all its filing and the payment of all fees (including all fund annual return “FAR” filing fees, annual registration and any other applicable fees) before applying for deregistration with CIMA.

In addition, a fund is required under the cancellation rules to notify CIMA of its plans to cease carrying on business as a regulated mutual or private fund within 21 days of making that determination and / or appointing a designated liquidator.  Failure to notify CIMA may bring about sanctions from CIMA for non-compliance.  With the proper documentation and good planning, and provided a fund is in good standing with CIMA, the deregistration process should proceed smoothly.

How the Maples Group can assist with Cayman Islands liquidations

The Maples Group is home to the largest voluntary liquidations team in the Cayman Islands, comprising dedicated individuals with extensive experience in the dissolution of corporate, partnership, structured finance and investment fund vehicles.  We have developed best practice procedures that meet all local statutory requirements.

For a straightforward voluntary liquidation of an unregulated Cayman Islands company or partnership, generally we can complete the formal statutory process within four to five weeks, noting that the effective date of the certificate of dissolution of a company would be three months after the final general meeting.  The effective date of the certificate of dissolution for a partnership would be the date of the final dissolution notice.  As described above, additional time should be factored in for any entity regulated with CIMA as an investment fund because of the various filings that are required.  Given the large volume of termination applications submitted to CIMA at year-end, it is recommended that any deregistration application for a private / mutual fund (including the final audited financials), be filed with CIMA by 15 October 2025.  This is to give CIMA enough time to process the application in order to get the fund deregistered before 31 December 2025, thus avoiding the 2026 CIMA Annual Registration/License Fees.

For further information on the team and our liquidation and dissolution services, please see our Overview of Services or click here to get in touch with our Cayman Liquidations team.

For legal and regulatory disclosures, please visit maples.com/legal-notices.