What to Know about Cayman Islands Directors Registration: Deadlines and Fees

Under the Cayman Islands Directors Registration and Licensing Act (the “Act”), anyone named a director of certain entities (called “covered entities” in the Act) must register with the Cayman Islands Monetary Authority (“CIMA”). Such directors should understand and be familiar with the rules of registration as part of their role.

For the purposes of Cayman Islands regulation, covered entities are defined as a company under which certain provisions of the Securities Investment Business Act apply; or a mutual fund as regulated under the Mutual Funds Act. Depending on the prospective director’s circumstances, before being appointed to the board of a covered entity, a director must be registered or licensed with CIMA.

How to File as a Registered Director with CIMA

Any new board appointees should submit any registration under the Act as soon as possible via CIMA’s dedicated webpage. The initial fee is US$854, payable by credit card. Directors need to renew their registration on an annual basis every 15 January, which entails paying a yearly fee of US $854 to CIMA as well as confirming and updating any information that has been filed with CIMA. Throughout the year, directors must inform CIMA of any changes to director information within 21 days of the change.

Surrendering as a Director and the Deregistration Process

The Act includes a provision for a surrender mechanism that allows registered / licensed directors to relinquish their official status as directors of covered entities. The application to surrender and the accompanying deregistration fee must be filed and paid by 31 December to avoid incurring unnecessary registration fees for the following year.

Not registering, renewing, updating director information or de-registering in keeping with deadlines may result in penalties ranging from fees and fines to imprisonment.

CIMA has been taking extra enforcement steps as of late on registered directors deemed to have failed to meet regulatory requirements. On 31 August, the regulatory body issued a Warning Notice, listing 144 individuals by name for alleged non-payment of fees / submission of relevant information via the form prescribed by CIMA and proposing that the registration of each listed director be canceled as pursuant to the Act.

The Benefits of Outsourced Director Registration and Licensing

Routine tasks such as director registrations and licensing, while important to business compliance and operations, can draw away from businesses’ core functions. Service providers can work with people to be appointed as directors to coordinate director registration and licensing submissions, including payment of any respective fees to CIMA.

Director registration services include:

• Registration: Compiling and submitting director information and arranging payment of the initial application and registration fee via the CIMA web portal;
• Annual renewal: Conducting a review of director information, submission of necessary updates through the CIMA web portal and arrangement of the annual registration fee;
• Information updates: Submission of updated director information via the CIMA web portal when notified by the director of changes; and
• Deregistration: Completion of the form prescribed by CIMA to surrender registration and arrange payment of the deregistration fee through the CIMA web portal.

The Maples Group Difference

Having a proper governance framework in place is crucial for regulatory compliance and meeting investor mandates. To this end, the Maples Group’s dedicated corporate secretarial team – the largest in the Cayman Islands – offers a comprehensive suite of corporate secretarial and board support services, including taking of minutes at meetings. Furthermore, our deep, working knowledge of CIMA requirements and regulations combined with our longstanding relationship with CIMA allows us to offer our clients a streamlined, worry-free director registration process that ensures all deadlines are met and paperwork filed. By lowering our clients’ administrative responsibilities, we help to place them at the forefront of corporate governance best practice as well as for overall success. We offer timely filing and feedback, helping our clients have a seamless process, meeting deadlines and ensuring all proper protocols are met.

In addition, the Maples Group provides complementary fiduciary 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 and by a comprehensive suite of market-leading solutions across fiduciary, fund and legal services, we provide effective support to client companies throughout their full life cycle. Contact us here to learn more about how the Corporate Secretary team at the Maples Group can help you.