Maples Group - Cayman Islands Regulatory Calendar by Maples Group

CAYMAN ISLANDS REGULATORY CALENDAR 2024

maples.com 20 December 2023

INDEX

2024 CAYMAN ISLANDS REGULATORY CALENDAR Introduction ......................................................................................................................................3 Calendar at-a-glance......................................................................................................................3

QUARTERLY CALENDAR Regulatory Filing Requirements Key Deadlines ....................................................................4

CAYMAN ISLANDS-DOMICILED INVESTMENT FUNDS ...................... 5 CAYMAN ISLANDS FUND ANNUAL RETURNS ............................................5 AML SURVEY DEADLINES .............................................................................................6 ECONOMIC SUBSTANCE (ES) ..................................................................................6 AUTOMATIC EXCHANGE OF FINANCIAL ACCOUNT INFORMATION (AEOI) ............................................................................7 BENEFICIAL OWNERSHIP REGIME ................................................................... 8-9 BANK AND TRUST COMPANIES ACT(AS REVISED) ................................9 SECURITIES INVESTMENT BUSINESS ACT (AS REVISED) ...............9 VIRTUAL ASSET (SERVICE PROVIDERS) ACT (AS REVISED) .........9 REGULATORY & FINANCIAL SERVICES Overview of Legal Advisory Services ..................................................................................... 10 Key Contacts ....................................................................................................................................11

2024 CAYMAN ISLANDS REGULATORY CALENDAR Global Head of Regulatory and Financial Services, introduces the new and improved 2024 Cayman Islands’ regulatory calendar.

Chris Capewell

Partner chris.capewell@maples.com

2024 Cayman Islands Regulatory Calendar JANUARY

Registered Office Fee due for all entity types to Maples Corporate Services Limited.

FEBRUARY

Annual fees and Director Registration fees due to CIMA for all entity types.

MARCH

Exempted Trust Annual Fee due to Registrar.

SEPTEMBER

Audited Financial Statements and Fund Annual Return due for all CIMA registered funds with a 31 December FYE.

OCTOBER

Economic Substance Notification due to Registrar with Annual Return for all Cayman Islands entity types.

Annual Return and annual fees due to Registrar for all entity types (except Exempted Trusts).

APRIL

Economic Substance Notification due to Registrar for foreign companies.

JULY

JUNE

MAY

Registration deadline for new entities that are Financial Institutions under CRS *

AUGUST

CRS and FATCA returns due to the DITC by Reporting Financial Institutions.

NOVEMBER

CRS Compliance Form due to the DITC by Reporting Financial Institutions.

DECEMBER

Economic Substance Returns due to the DITC for "Relevant Entity" carrying on a "Relevant Activity" with a 31 Dec FYE**

CLICK HERE TO DOWNLOAD 15 15 maples.com/15-15 2024 Cayman Islands at-a-glance Regulatory THE REGULATORY 15/15Calendar PODCAST

For a more detailed calendar including event driven deadlines and filings that potentially attract administrative fines please contact CalendarRequest@maples.com Regulatory Calendars can also include key filing deadlines applicable in Ireland, Luxembourg, Jersey and the British Virgin Islands. maples.com *(established between 1 May 2023 and 29 April 2024) and FATCA (established between 1 January 2023 and 29 April 2024). ** De-registration deadline to avoid 2025 fees for CIMA registered entities and directors.

A 15-minute summary of the latest developments in the regulatory laws of the Cayman Islands.

QUARTERLY CALENDAR

REGULATORY FILING REQUIREMENTS KEY DEADLINES

JANUARY

1 Registered Office Fee due for all entity types to Maples Corporate Services Limited 15 Annual fees and Director Registration fees due to CIMA for all entity types 31 Economic Substance Notification due to Registrar with Annual Return for all Cayman Islands entity types 31 Annual Return and annual fees due to Registrar for all entity types (except Exempted Trusts)

MARCH

1 Exempted Trust Annual Fee due to Registrar 31 Economic Substance Notification due to Registrar for foreign companies

Q2 APRIL

30 Registration deadline for new entities that are Financial Institutions under CRS

(established between 1 May 2023 and 29 April 2024) and FATCA (established between 1 January 2023 and 29 April 2024)

JUNE

30 Audited Financial Statements and Fund Annual Return due for all CIMA registered funds with a 31 December FYE

Q3 JULY

31 CRS and FATCA returns due to the DITC by Reporting Financial Institutions

SEPTEMBER

15 CRS Compliance Form due to the DITC by Reporting Financial Institutions

DECEMBER

31 Economic Substance Returns due to the DITC for “Relevant Entity” carrying on a “Relevant Activity” with a 31 Dec FYE

CAYMAN ISLANDS-DOMICILED INVESTMENT FUNDS 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.

Julian Ashworth

Partner julian.ashworth@maples.com

CAYMAN ISLANDS FUND ANNUAL RETURNS 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.

Mutual Funds Guide

Michael Oldfield

Senior Vice President michael.oldfield@maples.com

Private Funds Guide 5

AML SURVEY DEADLINES

Alice Reid

Alice Reid, Co-Head of the AML Services team, shares important annual AML survey deadlines, as set out on CIMA’s annual reporting schedule.

Senior Vice President alice.reid@maples.com

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.

they fall within scope of a particular Economic Substance Regime:

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 6

Banking business;

Distribution and service centre business;

Finance and leasing business;

Fund management business;

Headquarters business;

Holding company business;

Insurance business;

Intellectual property holding business; and

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 Obligations

(31 July and 15 September) Michelle Bailey, Head of AEOI in the Cayman Islands, gives an overview of the FATCA and CRS services provided by the Maples Group to assist our clients in meeting their AEOI obligations.

Michelle Bailey

Senior Vice President michelle.bailey@maples.com

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.

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. 7

BENEFICIAL OWNERSHIP REGIME In April 2017 the Cayman Islands introduced a regime (the “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”). Certain companies and LLCs are exempted from complying with primary obligations of the Regime, but do still have certain limited filing obligations. Each company or LLC which is not exempted from the Regime (each an “In-Scope Entity”) is required to take “reasonable steps” to identify its beneficial owners and certain intermediate holding companies (referred to in the Regime each as a “relevant legal entity”) and to maintain a beneficial ownership register (a “BOR”) at its registered office in the Cayman Islands with a licensed and regulated corporate service provider (a “CSP”). Basically, the BOR must record details of the individuals who ultimately own or control 25% or more of the equity interests, voting rights or rights to appoint or remove a majority of the company directors, or LLC managers, together with details of certain intermediate holding companies through which such interests are held. In addition, the BOR must record the progress of the investigations carried out by a company or LLC as it identifies its registrable persons and collects the required particulars of such persons. CSPs must facilitate access to certain information extracted from the BOR (together with certain information pertaining to exempted entities) through a confidential digital search platform (the “Beneficial Ownership Digital Search” or “BODS”) operated by a competent authority designated by the Cayman Islands Government (the “Competent Authority”). The Regime requires each exempted entity to provide its CSP with a written confirmation of exemption (a “Written Confirmation”) which must:

identify the grounds for its exemption from the possible list of exemptions;

provide specified additional information in relation to the claimed exemption (the “Additional Exemption Information”); and

instruct the CSP to file the relevant information from the Written Confirmation with the Competent Authority.

Each In-Scope Entity is obliged to give notice in writing (a “Particulars Notice”) to all beneficial owners which it identifies and to certain relevant legal entities which are registrable persons. The notice requirement is also expressed to extend to any person whom the In-Scope Entity knows or has reasonable cause to believe is a “registrable person” in relation to it. Persons in receipt of a Particulars Notice must respond. Non-response is not an option as this may result in the issuance of a restrictions notice in respect of the recipient’s relevant interest in the In-Scope Entity. Significant Changes to the Regime in 2024 In November 2023, the Cayman Islands government passed the Beneficial Ownership Transparency Bill, 2023 (the “Bill”).¹ Although the Bill is not yet in force, it does introduce significant changes that are expected to take effect in Q1 2024. These changes are discussed below. The Regime was previously set out across a number of separate Acts and regulations but going forward it will be consolidated within a single Act (the Bill) and associated regulations. The new regulations as well as accompanying guidance notes are expected to be released in consultation form early in 2024. The Bill brings new entities within scope of the Regime: limited partnerships, exempted limited partnerships and foundation companies. These entities and the In-Scope Entities above are each referred to as a “legal person” under the Bill. Additionally, certain exemptions previously available under the Regime have been removed and replaced with limited exemptions or “alternative routes to compliance”. Notably, regulated invested funds will have the option of either opting into the Regime or instead providing the contact details of either a CIMA licensed administrator or another person licensed or registered under a Cayman Islands regulatory law and located within the Islands that can provide beneficial ownership information for such entities. Under the Bill, BOR details for such entities will need to be provided within 24 hours of a request from the Competent Authority.

¹ At the time of publication of this regulatory calendar, the Bill as passed has not yet been published as an Act in the Cayman Islands Gazette. Accordingly, the law is referred to here as the Bill rather than as the Act.

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 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 CALENDAR BY or REGULATORY STATUSofOF ENTITY individual owns exercises control the legal person.

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.

Corporate service providers, entities and beneficial owners will also face increased liabilities going forward.

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

REGULATORY & FINANCIAL 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. 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.

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 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.

Regulatory & Financial Services 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 Regulatory & Financial Services Advisory team can assist with or advise on the following areas: •

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Licensing and registration of investment funds, securities advisers and managers, banks, virtual asset service providers, trust companies, administrators and corporate services companies with the Cayman Islands Monetary Authority (“CIMA”) and on the surrender of their license or registration Local business licensing, immigration, and employment obligations Business activity classification to determine application of regulatory regimes Acquisition or ownership transfer of CIMA regulated entities Prudential and governance obligations under Cayman Islands regulatory laws and CIMAʼs Rules and Statements of Guidance, including assistance with the submission of updated applications, notifications, prudential reports and statistical returns Routine or non-routine regulatory inspections and information production requests Desktop or on-site mock audits Preparation and review of compliance manuals and policies Provision of training programmes and resources to meet continuing regulatory and compliance obligations Development and assessment of AML/CTF/ CPF sanctions and risk management systems, policies and procedures Tax information obligations with the Cayman Islands Department for International Tax Cooperation (“DITC”), including under FATCA, CRS, CbCR, Economic Substance and equivalent initiatives Record Keeping, Cybersecurity and Data Protection obligations Foreign and local disclosure requests for confidential information and advising on duties of confidentiality DITC/CIMA Enforcement notices, administrative fines and appeals Anti-corruption, bribery and sanctions obligations Extraterritorial effect of foreign legislation and cross-border business activities Beneficial ownership register regime requirements Family Office and Private Wealth Management structuring and regulation

KEY CONTACTS Cayman Islands

Chris Capewell +1 345 525 5611 chris.capewell@maples.com

Martin Livingston +64 21 321 353 martin.livingston@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

The information within this regulatory calendar is provided for general guidance only, is not intended to be comprehensive and does not constitute legal advice or give rise to an attorney / client relationship. 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.

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