Regulatory Procedure on Deregistration of Controlled Subsidiaries and Private Trust Companies

Summary

This is a CIMA regulatory procedure, dated November 2020, that sets out the process by which a registered controlled subsidiary (registered under the Banks and Trust Companies Law) or a private trust company (PTC, registered under the Private Trust Companies Regulations) can apply to be deregistered by the Authority. It should be read together with CIMA's Rule on Deregistration of Private Trust Companies, the Banks and Trust Companies Law, and the Private Trust Companies Regulations.

Conditions and Requirements

• Pre-application conditions: The entity must satisfy conditions before applying, including that clients have been informed, liabilities have been settled, complaints have been resolved, no legal proceedings are pending, and the entity is not acting as trustee.
• Documents and forms: Required documents and forms must be submitted through CIMA's REEFS online portal.
• Fees: Applicable fees apply to the deregistration application.
• Entity status scenarios: Outcomes depend on whether the entity is being dissolved, is changing its name to drop 'PTC', or has already been struck off.

CIMA's Internal Process

• Good standing confirmation: CIMA confirms the entity's good standing upon receiving the application.
• Non-objection letter: CIMA issues a non-objection letter to the Registrar of Companies.
• Public notice: CIMA publishes notice of the deregistration on its website.

This is procedural guidance rather than a standalone law, but it creates concrete filing and declaration obligations for registrants seeking deregistration.

Key obligations

• Before applying for deregistration, the registered entity must provide a Declaration signed by at least two directors (or the sole director) confirming: clients/connected persons are informed of closure, all outstanding liabilities are settled, all complaints are resolved, there are no current/pending/threatened legal proceedings, and the entity is not acting as trustee of any trusts.
• The Declaration information must be accurate and cannot be delegated to another party by the director(s).
• If a complete deregistration application is not submitted by December 31 of a given year, the entity remains responsible for applicable fees for the subsequent calendar year.
• The registered entity (or its appointed agent) must submit a completed License Termination/Surrender/Deregistration application form via CIMA's online portal (REEFS).
• The entity must submit a Resolution signed by at least two directors (or the sole director) stating the date the entity ceased or will cease carrying on business as a controlled subsidiary or PTC.
• The entity must provide any other documents/information requested by CIMA to assess the application, and all required documents must be submitted at the time the application is made.
• Upon submitting a PTC deregistration application, the entity must pay the applicable deregistration fee prescribed in the PTCRs.
• If the entity will be dissolved, it must submit evidence of voluntary liquidation, including copies of forms filed with the Registrar of Companies.
• If the entity will remain a legal entity carrying out non-licensable services, it must apply to the Registrar of Companies for a Certificate of Change of Name (to remove 'PTC' from its name) and submit a certified copy to CIMA.
• If the entity has been struck off the register, it must submit a Certificate of Strike-Off to CIMA.
• The entity must clarify or supplement information in its application if requested by CIMA.

Applies to

controlled subsidiaries, private trust companies (PTCs)

Deadlines

• December 31 in any year: If a complete application for deregistration is not submitted by this date, the entity becomes responsible for applicable fees for the subsequent calendar year.