Regulatory Procedure - Cancellation of Certificates of Registration for Registered Private Funds

Summary

This is a CIMA regulatory procedure (dated August 2022) setting out the practical steps and documentation a registered private fund (a fund registered under the Private Funds Act, or 'PFA') must follow to cancel its certificate of registration with CIMA. It should be read together with CIMA's related Rule on cancellation of licences/certificates and its Regulatory Policy on audit exemption for private funds.

When the Procedure Applies

• The fund is ceasing to carry on business.
• The fund has never carried on business.
• The fund is being voluntarily or court-supervised liquidated.
• The fund is transferring to another jurisdiction.
• The fund no longer meets the PFA definition of a private fund, for example by converting to a single-investor fund, a regulated mutual fund, or a non-fund arrangement.
• The fund is dissolving via a merger.

Regardless of the reason for cancellation, a fund must be in 'good standing' -- fees paid, audited financials filed, and no outstanding queries -- before its certificate can be cancelled.

• Core documents required for every application: The original certificate of registration (or an affidavit if it has been lost); payment of the prescribed surrender fee; and a certified constitutional document or resolution stating the cessation date.

Beyond these core documents, the procedure lists additional, scenario-specific documentation requirements depending on the reason for cancellation.

• Cessation of business: Requires an affidavit from the fund's operators.
• Voluntary liquidation: Requires an affidavit from the liquidator.
• Court-supervised liquidation: Requires Companies Winding Up Rules forms, the relevant court order, and liquidator reports.
• Jurisdictional transfer: Requires documentation relevant to the transfer.
• Reclassification: Applies where the fund converts to a single-investor fund, a regulated mutual fund, or a non-fund arrangement, and requires updated offering documents.
• Merger: Requires merger-related documents.

On audited accounts: unless a fund has an audit waiver, it must produce audited accounts covering the period from the last audited year-end to the date of final distribution or final NAV calculation, including a subsequent-events note. Where a third-party liquidator is appointed, the final audited accounts must at minimum cover the period up to the liquidator's appointment date. CIMA reserves the right to request additional information before cancelling a certificate.

Key obligations

• A fund seeking cancellation of its certificate of registration must be in good standing (all prescribed fees paid, all required audited financial statements submitted, no outstanding queries or regulatory filings) on the date of cancellation.
• A fund must notify the Authority within the timeframe prescribed in the related Rule that it has ceased or will cease business, to avoid incurring administrative fines.
• Every cancellation application must include the core requirements: the original certificate of registration (or an affidavit if lost, unless an electronic certificate was issued), the prescribed surrender fee, and a certified copy of the resolution/determination/consent or constitutional document stating the date the fund ceased or will cease business.
• Where cancellation is due to cessation of business, the fund must submit an affidavit from the operator(s) covering the reason for cessation, compliance with constitutive/marketing documents, full redemption or distribution of investors, absence of prejudicial wind-down, and intentions regarding continuing as a legal entity or striking-off.
• Where cancellation is due to voluntary liquidation with a third-party liquidator, the fund must submit prescribed Companies Winding Up Rules notices/forms and an affidavit from the voluntary liquidator(s) covering specified matters (reason for liquidation, no fraud/wrongdoing, creditors paid, investors distributed, no prejudicial wind-up).
• Where cancellation is due to court-supervised or court-appointed liquidation, the fund must submit the Grand Court's supervision/winding-up order and copies of each report filed by the official liquidator(s) to the Grand Court.
• Where cancellation is due to transfer to another jurisdiction, the fund must submit an affidavit from the operator(s) covering the reason and destination jurisdiction, compliance with constitutive documents, and confirmation the transfer is not prejudicial to investors/creditors.
• Where a fund has never carried on business, it must submit an operator affidavit and a letter from the administrator/manager/operator/auditor confirming no business was carried on and any capital contributions were returned.
• Where a registered fund does not meet the PFA definition of a private fund (e.g. converting to a single-investor fund, regulated mutual fund, or non-fund arrangement), it must submit the specified affidavits and supporting constitutional/offering documents for that scenario, and if converting to an open-ended mutual fund, file a simultaneous registration application under the Mutual Funds Act.
• Where a fund is dissolving via merger, the terminating/dissolving fund must submit a cover letter, certified merger resolution, and operator affidavit confirming no prejudice to investors/creditors and that required consents were obtained; the surviving fund must submit updated marketing materials, certified memorandum and articles reflecting the merger, and a certified copy of the certificate of merger.
• Unless a fund qualifies for an audit waiver, it must provide audited accounts covering the period from the last audited financial year-end to the date of final distribution or final NAV calculation (with a subsequent-events note confirming final distributions), or, where a third-party liquidator is appointed, at minimum to the date of the liquidator's appointment.

Applies to

registered private funds, operators of registered private funds, voluntary liquidators, official liquidators