Cancellation Procedures for Regulated Private Funds (2020-10-09)

Summary

This is a CIMA supervisory information circular explaining how registered private funds should go about cancelling (de-registering) their certificate of registration. Because bespoke cancellation procedures for private funds under the Private Funds Law, 2020 had not yet been finalized as of the circular's date, CIMA directs registered private funds to follow the existing 'Cancellation Procedures' originally written for regulated mutual funds (covering licences and certificates issued under sections 4 and 5 of the Mutual Funds Law) as interim guidance.

The circular sets out two overarching conditions for cancellation: the fund must be in 'good standing' with CIMA, and it must submit a set of 'core requirements' regardless of the reason for cancellation.

• Good standing: All prescribed fees paid, all required audited financial statements filed, and no outstanding queries or regulatory filings.
• Core requirement — certificate: Return of the original certificate of registration (or an affidavit if lost).
• Core requirement — fee: Payment of the prescribed de-registration/termination fee.
• Core requirement — resolution: A certified copy of a resolution from operators/shareholders/unit holders stating the date the fund ceased or will cease carrying on business.

Beyond these core requirements, additional scenario-specific documentation is required depending on the reason for cancellation (e.g. ceasing to carry on business, voluntary or court-supervised liquidation, continuation as an exempted private fund, transfer to another jurisdiction, mergers, or never having carried on business), with the specifics to be found in the referenced Cancellation Procedures document. CIMA also reserves the right to request additional information before cancelling a fund's certificate.

Key obligations

• A registered private fund seeking to cancel its certificate of registration must be in good standing with CIMA at the date of cancellation (all prescribed fees paid, all required audited financial statements submitted, no outstanding queries or regulatory filings).
• The fund must return the original certificate of registration for cancellation, or, if lost, provide an affidavit signed by the operator(s) confirming it will be returned if found.
• The fund must pay the prescribed de-registration/termination application fee for surrender of the certificate of registration under the Monetary Authority Law.
• The fund must submit a certified copy of a resolution of the operators, shareholders or unit holders stating the date the fund will cease or has ceased carrying on business as a Fund in or from the Cayman Islands.
• Depending on the specific reason for cancellation (e.g. liquidation, merger, transfer to another jurisdiction, continuation as exempted fund), the fund must submit the additional documentation specified in the referenced Cancellation Procedures for that scenario, on top of the core requirements.
• The fund must provide any additional information CIMA may require to process the cancellation of its certificate of registration.

Applies to

registered private funds, regulated mutual funds