Act
Companies Management Act (2025 Revision)
In forceView on CIMA's website Source document
Summary
This is the consolidated 2025 Revision of the Cayman Islands Companies Management Act, which regulates persons and firms that provide 'business of company management' services. Anyone carrying on this business in or from the Cayman Islands must hold a licence issued by the Cayman Islands Monetary Authority (CIMA), unless they fall within specific exemptions (e.g. certain trust companies, insurance managers, or mutual fund administrators already licensed under other Acts acting for their own clients).
Activities Covered
- Acting as a company formation agent
- Providing registered office or administrative addresses
- Maintaining beneficial ownership registers on behalf of companies
- Filing statutory forms
- Acting as nominee director, shareholder, or secretary
- Otherwise controlling a substantial part of a company's assets
Key Requirements Under the Act
- Licensing process: Application in writing, subject to fit-and-proper and expertise tests
- Ongoing obligations: Fee and renewal obligations, and a requirement to display the licence
- Share restrictions: Restrictions on share issuance/transfer without CIMA approval
- Financial requirements: Net worth requirements, segregation of client property, accounting and audit obligations
- Director restrictions: Restrictions on directors
- Insurance: A requirement to maintain insurance
- CIMA powers: Powers of supervision, investigation, search, and enforcement, including winding-up and appeal mechanisms
- Offences: Criminalises unlicensed operation and failure to notify changes to licence information
This 2025 Revision consolidates the original 1999 Law with subsequent amendments up to Act 12 of 2024, and is stated to be in force as at 1 January 2025. It replaces the prior 2024 Revision. A savings provision preserves the validity of licences originally granted under the repealed 1998 Companies Management Law.
Key obligations
- A person must not carry on the business of company management in or from the Islands without holding a current licence issued under the Act.
- An applicant for a licence must apply in writing to CIMA, providing prescribed information/references and paying the non-refundable prescribed fee.
- A person to whom a licence is first granted must pay the prescribed fee at the date of grant.
- A licence holder must pay the prescribed renewal fee on or before 15 January each calendar year, or incur a monthly surcharge of one-twelfth of the fee.
- If the renewal fee remains unpaid by 31 March, the licence lapses; it may only be renewed within one month of lapse by paying the renewal fee, accrued surcharges, and a 10% administration fee.
- A licensee must notify CIMA of any prescribed change to information furnished in its application within fourteen days of the change occurring.
- A licensee must prominently display its licence on the premises where the business of company management is carried on.
- A licensee that is a company must not issue or transfer shares (and no person may acquire an interest in such shares) without CIMA's approval.
- Licensees must meet prescribed net worth requirements.
- Licensees must segregate client property from their own assets.
- Licensees must maintain proper accounts and have them audited as required by the Act.
- Licensees must comply with restrictions on the number and approval of directors.
- Licensees must maintain insurance as required under the Act.
Applies to
companies management licensees, corporate services providers, authorised custodians, recognised custodians, trust companies (partial exemptions), insurance managers (partial exemptions), mutual funds administrators (partial exemptions)
Deadlines
- 15th January in each calendar year: Deadline for a licence holder to pay the prescribed annual renewal fee before a monthly surcharge begins to accrue.
- 31st March in any year: If the renewal fee remains unpaid by this date, the licence lapses forthwith.
- within one month (of lapse): Period within which a lapsed licence may be renewed by paying the renewal fee, surcharges, and a 10% administration fee.
- within fourteen days after any change: Licensees must inform the Authority of prescribed changes to information furnished with their application within this period.
- 1st January, 2025: Date as at which this 2025 Revision of the Act is stated to be revised and in force.
Related documents
- This document replaces Companies Management (Amendment) (No. 2) Act, 2023 (Act 16 of 2023)
- This document replaces Companies Management (Amendment) Act, 2024 (Act 12 of 2024)
- Companies Management (Amendment) Act, 2024 (Act 12 of 2024) amends this document
- Companies Management Regulations (2026 Revision) is made under this document