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)
Audited Financial Statements and Fund Annual Return due for all CIMA registered funds with a 31 December FYE
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
AUTOMATIC EXCHANGE OF FINANCIAL ACCOUNT INFORMATION (AEOI)
The Cayman Islands has entered into an intergovernmental agreement with the United States (the “US IGA”) to give effect to the US Foreign Account Tax Compliance Act (“FATCA”) and a multilateral competent authority agreement (the “MCAA”) to implement the Common Reporting Standard (“CRS”). The Cayman Islands has also entered into an inter-governmental agreement with the United Kingdom (the “UK IGA”) in broadly similar terms to the US IGA to improve international tax compliance (“UK CDOT”). The UK is a Participating Jurisdiction for CRS. There are therefore no separate registration or reporting obligations regarding UK CDOT, and all UK reporting has been pursuant to CRS from 2017 onwards.
AEOI is the collective term used to refer to FATCA and CRS.
The Cayman Islands has passed regulations (the “AEOI Laws”) to give effect to its AEOI commitments. Under the AEOI Laws, all “Financial Institutions” are required to comply with registration, due diligence and reporting requirements, unless they can rely on an exemption that allows them to become a “Non-Reporting Financial Institution” (as defined in the AEOI Laws), in which case only the registration requirement would apply under CRS.
The AEOI Laws require each Reporting Financial Institution to, amongst other things (i) register with the United States Internal Revenue Service (“IRS”) to obtain a Global Intermediary Identification Number (in the context of the US IGA only); (ii) register with the Cayman Islands Tax Information Authority (“TIA”) to notify such authority of its status as a “Reporting Financial Institution” or a “Non-Reporting Financial Institution” (in the case of CRS only); (iii) adopt and implement written policies and procedures setting out how it will address its obligations under CRS; (iv) conduct due diligence on its accounts to identify whether any such accounts are considered “Reportable Accounts”; and / or (v) report information on such Reportable Accounts to the TIA.
Account holders in such Reporting Financial Institutions are required to provide certain personal financial information, including certifications as to such account holderʼs global tax residencies and tax identification numbers, to the Financial Institution. The Reporting Financial Institutionʼs compliance with the AEOI Laws may result in the disclosure of the account holderʼs financial information to the TIA which will transmit such information to the overseas fiscal authority relevant to a reportable account (e.g. the IRS in the case of a US Reportable Account) annually on an automatic basis.
AEOI and ES Obligations
Michelle Bailey, Head of AEOI in the Cayman Islands, gives an overview of the services provided by the Maples Group to assist our clients in meeting their AEOI and ES obligations.
Michelle Bailey Senior Vice President michelle.bailey@maples.com
Automatic Exchange Of Financial Account Information (AEOI) Legal Guide
The term “Financial Institution” catches entities that are depository institutions, custodial institutions, investment entities and specified insurance companies. Depository institutions and custodial institutions are largely self-explanatory terms, and specified insurance companies will mostly be long-term insurers. Investment entities is a term defined very broadly and catches most types of investment fund, investment managers and advisors, and other entities that might be service providers in fund management world.
An entity that is not a Financial Institution will be a non-financial entity and out of scope of the AEOI Laws, although if that entity is an account holder of a Financial Institution, it may in certain circumstances be required to confirm to such Financial Institution its AEOI status and, where applicable, details of its controlling persons.
If in doubt, please take appropriate legal advice as to whether an entity is in scope and any related compliance obligations.
BENEFICIAL OWNERSHIP REGIME
In April 2017, the Cayman Islands introduced a regime governing the collection, maintenance and sharing (within strict limitations) of information regarding the ultimate beneficial ownership or control of Cayman Islands companies (“companies”) and Cayman Islands limited liability companies (“LLCs”).
On 24 November 2023, the Parliament of the Cayman Islands passed the Beneficial Ownership Transparency Act, 2023 (the “BOTA”), which came into force on 31 July 2024. The Ministry of Financial Services & Commerce has confirmed that there will be no enforcement of obligations under the BOTA until 1 January 2025.
The BOTA replaces the beneficial ownership regime that has been in place in the Cayman Islands since 2017 in a manner that aligns with equivalent regimes in other jurisdictions, such as the US Corporate Transparency Act. The BOTA extends the application of the beneficial ownership regime to most Cayman Islands entities and removes a number of exemptions that existed under the previous regime.
An entity that is subject to the BOTA is required to identify, and monitor changes to, its beneficial owners and reportable legal entities (as such terms are defined in the BOTA). Each in-scope entity must establish and maintain a beneficial ownership register with its corporate service provider (“CSP”) and provide its CSP with certain “required particulars” with respect to its registrable beneficial owners and reportable legal entities in a timely manner to ensure the entity ʼs beneficial ownership register remains accurate and up-todate. The details contained within that register will be filed by the CSP with the Cayman Islands competent authority each month. There are various administrative fines and other sanctions, including restriction notices, that will be applied to in-scope entities that fail to comply with their obligations under the BOTA.
Summary of Key Changes
Single Act
The previous regime was enacted across several different pieces of legislation according to the type of entity in scope. The BOTA consolidates
Beneficial Ownership
Transparency Act Legal Guide
these separate pieces of legislation into a single statute (along with accompanying Regulations and Guidance Notes), making it easier for users to identify and understand their obligations.
New In-Scope Entities
The previous regime applied only to Cayman Islands companies, LLCs and limited liability partnerships (“LLPs”). The BOTA has a broader scope and applies to all Cayman Islands ‘legal personsʼ, which includes Cayman Islands companies, LLCs, LLPs, limited partnerships, exempted limited partnerships (“ELPs”) and foundation companies; and any other legal person that may be prescribed in regulations (“Legal Persons”). Non-Cayman Islands entities (including those registered as foreign persons in the Cayman Islands, typically to act as the general partner of an ELP) and certain other categories of legal person, are carved out of the BOTA (e.g. certain charities and not-for-profits).
Definition of Beneficial Owner
Under the BOTA, the definition of ‘beneficial owner ʼ refers to an individual who (i) ultimately owns or controls (directly or indirectly) 25 per cent or more of the shares, voting rights or partnership interests in the Legal Person; or (ii) otherwise exercises ultimate effective control over the management of the Legal Person; or (iii) is identified as exercising control of the Legal Person through other means. A person operating solely in the capacity of a ‘professional advisor ʼ or ‘professional manager ʼ (both terms defined in the BOTA) will not be considered a beneficial owner.
In instances where no natural person or ‘reportable legal entity ʼ is identified as a “beneficial owner”, an individual who is a “senior managing official” of the in-scope entity, being a person such as a director, chief executive officer or another person with control or authority over the in-scope entity, will need to be named in such capacity in the entity ʼs beneficial ownership register, in order to comply with the BOTA.
New Required Particulars
The required particulars to be reported on the Legal Personʼs beneficial ownership register are largely unchanged from the requirements of the
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
REGUL ATORY & FINANCIAL SERVICES
Overview of Legal Advisory Services
Overview of Legal Advisory Services
Our Regulatory & Financial Services Advisory team is the largest in the Cayman Islands and is comprised of highly skilled lawyers and professionals from multi-disciplinary backgrounds. Our team extends beyond the Cayman Islands’ shores with a dedicated legal team based in Hong Kong who practise Cayman Islands law, as well as a full-time consultant in New Zealand who was previously a partner of the Maples Group.
Collectively, the team draws on years of unrivalled experience and provides a unique perspective in the offshore market on regulatory and compliance issues.
Collectively, the team draws on years of unrivalled experience and provides a unique perspective in the offshore market on regulatory issues.
We have assisted some of the world’s largest financial institutions in establishing a presence in the Cayman Islands and have established relationships with regulatory agencies.
We have assisted some of the worldʼs largest financial institutions in establishing a presence in the Cayman Islands and have established relationships with regulatory agencies.
The team are extensively involved with the development of financial services law and policy (both locally and internationally) and are members of a range of industry associations, which help us develop sound risk management principles for our clients and determine how best to maintain legal and regulatory compliance in an increasingly complex business environment.
The team are extensively involved with the development of financial services law and policy (both locally and internationally) and are members of a range of industry associations, which help us develop sound risk management principles for our clients and determine how best to maintain legal and regulatory compliance in an increasingly complex business environment.
Our Regulatory & Financial Services Advisory team is the largest in the Cayman Islands and is comprised of highly skilled lawyers and professionals from multi-disciplinary backgrounds. Our team extends beyond the Cayman Islandsʼ shores with a dedicated legal team based in Hong Kong who practise Cayman Islands law. C i h
We are proud to be continuously ranked in the top tier for Cayman Islands Regulatory & Financial Services in leading international legal directories, Chambers Global and Legal 500. Individually, Chris Capewell and Tim Dawson are both ranked in Chambers Global and Legal 500 as Leading Individuals, along with Adam Huckle who is ranked as a Next Generation Partner. The team is recognised as a market leader in providing specialist regulatory and financial services to investment funds, investment managers, securities advisors, trust companies, corporate services providers, insurance companies, fintech and virtual asset service providers, ultrahigh-net worth individuals and family offices, international banks, regulatory bodies and governmental agencies.
We are proud to be continuously ranked in the top tier for Cayman Islands Regulatory & Financial Services in leading international legal directories, Chambers Global and Legal 500. Individually, Chris Capewell and Tim Dawson are both ranked in Chambers Global and Legal 500 as Leading Individuals, along with Adam Huckle who is ranked as a Next Generation Partner. The team is recognised as a market leader in providing specialist regulatory and financial services to investment funds, investment managers, securities advisors, trust companies, corporate services providers, insurance companies, fintech and virtual asset service providers, ultra high-net worth individuals and family offices, international banks, regulatory bodies and governmental agencies.
We keep our clients infor med of the ver y latest regulator y and financial ser vices developments that may impac t their business through a range of mediums, including complimentar y monthly webcasts and calendars that can be used to t rack key regulator y filing deadlines.
We keep our clients informed of the very latest regulatory and financial services developments that may impact their business through a range of mediums, including complimentary monthly webcasts and calendars that can be used to track key regulatory filing deadlines.
Regulator y & Financial Ser vices
15 15 THE REGULATORY 15/15 PODCAST
If you would like to stay on top of the latest regulatory developments in the Cayman Islands, please subscribe on Spotify, Apple Podcast and other leading platforms, to our monthly podcast (the "15/15") released on the 15th day of each month.
Click here to subscribe
Our Regulator y & Financial Ser vices Advisor y team can assist with or ad vise on the following areas:
Chris Capewell +1 345 525 5611
chris.capewell@maples.com
Patrick Head +1 345 525 5377
Tim Dawson +1 345 929 5525
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
Michael Oldfield +1 345 525 5796 patrick.head@maples.com tim.dawson@maples.com
teresa.solomon@maples.com michael.oldfield@maples.com
Specialist legal advice should be taken in relation to specific circumstances. If you require legal advice, please reach out to your usual Maples and Calder contact. Published by Maples and Calder (Cayman) LLP.