directors registration

Who is caught

The registration and licensing of directors in the Cayman Islands is governed by the Directors Registration and Licensing Law, 2014 and its implementing Regulations, as amended in 2015, 2019 and 2023. The regime captures persons who act as directors of 'covered entities' and applies regardless of whether the director is resident in the Cayman Islands.

Covered entities

• Covered entities: Mutual funds regulated under the Mutual Funds Law and certain securities investment business companies caught by Schedule 4 of the Securities Investment Business Law. The 2019 amendment altered the defined cross-reference (from paragraphs 1 and 4 to paragraphs 1 and 2), adjusting which entities fall within scope.

Categories of director

• Registered directors: Any natural person acting as a director of a covered entity, who must register with CIMA.
• Professional directors: Natural persons appointed as directors of twenty or more covered entities, who must hold a CIMA licence.
• Corporate directors: Bodies corporate appointed as directors of covered entities, who must be licensed by CIMA.

The 2023 amendment extended the Law's corporate-liability regime beyond companies to partnerships, limited liability partnerships, exempted limited partnerships and unincorporated associations, so that persons managing or controlling those entities can be caught where an offence is committed.

Sources: Directors Registration and Licensing (Amendment) Act, 2023 (Act 3 of 2023) · Directors Registration and Licensing (Amendment) Law, 2019 (Law 7 of 2019) · Directors Registration and Licensing (Registration and Licensing) Regulations, 2014 · Directors Registration and Licensing Law, 2014 (Law 10 of 2014)

Key duties

The core obligations under the Directors Registration and Licensing Law, 2014 and the 2014 Regulations are to obtain the correct registration or licence before acting, to file and pay annually, and to keep CIMA informed of changes.

Registration and licensing

• Registration before acting: A natural person must be registered with CIMA before acting as a director of a covered entity; existing directors had three months from commencement to apply.
• Professional director licence: A person acting as director for twenty or more covered entities must hold a valid CIMA licence, subject to certain exemptions.
• Corporate director licence: A corporate director must be licensed by CIMA, be registered as a company under the Companies Law, and appoint at least two natural persons who are themselves registered or licensed under the Law, obtaining CIMA's prior written approval for new board appointments.
• Fit and proper: Registration and licensing operate as an ongoing fit-and-proper gateway; the sponsoring provider bears the burden of satisfying CIMA, and false or misleading information may be an offence under the Regulatory Laws.

Annual filings and notifications

• Annual filing and fee: Registered directors, licensed professional directors and licensed corporate directors must, on or before 15 January each year, provide prescribed information to CIMA and pay the prescribed annual fee.
• Change notification: CIMA must be notified within 21 days of any change in the information previously provided.
• Insurance (professional directors): A professional director must at all times maintain professional indemnity insurance with minimum aggregate cover of US$1,000,000 and minimum cover of US$1,000,000 per claim, and must file current insurance details with CIMA.

Fees

• Registration: Application fee of $140 plus $560 on application, then $700 on or before 15 January each subsequent year.
• Professional director licence: $500 plus $2,500 on application, then $3,000 on or before 15 January each subsequent year.
• Corporate director licence: $800 plus $7,200 on application, then $8,000 on or before 15 January each subsequent year.
• Surrender: $600 to surrender a registration; $800 to surrender a professional or corporate director's licence.

Surrender and change of category

To surrender a registration or licence, a director must complete the surrender process on CIMA's online Portal, pay the applicable surrender fee, and submit a letter confirming resignation from all covered entities and that directorship services will not continue. Covered entities themselves must notify CIMA of changes to their boards, and CIMA cross-checks these before processing a surrender. Surrender must be completed before 31 December, otherwise the person remains liable for the following year's fees.

Sources: Directors Registration and Licensing (Registration and Licensing) Regulations, 2014 · Directors Registration and Licensing Law, 2014 (Law 10 of 2014) · Termination of Registration or Licence FAQs (2017-10-17) · Common Regulatory and Thematic Issues Pt 2 (2016-10-01) · Regulatory Policy - Fitness and Propriety (December 2020)

Exemptions and carve-outs

The Law provides a limited exemption from the professional director licensing requirement, but not from registration.

• Connected persons: Certain persons connected to companies management licence holders, mutual fund administrators, or overseas-regulated fund managers are exempted from the professional director licensing requirement but must still register with CIMA under the relevant exemption route.

Separately, the Statement of Guidance on Professional Indemnity Insurance notes that for directors, following the guidance is expected as best practice rather than a strict legal requirement, since professional indemnity insurance is not mandated for them under their respective laws (though the statutory minimum cover for licensed professional directors continues to apply).

Sources: Directors Registration and Licensing (Registration and Licensing) Regulations, 2014 · Directors Registration and Licensing Law, 2014 (Law 10 of 2014) · Statement of Guidance - Professional Indemnity Insurance (August 2016)

Enforcement and penalties

Enforcement combines criminal offences under the Directors Registration and Licensing Law, CIMA's licensing sanctions, and administrative fines under the Monetary Authority framework.

• Acting without registration or licence: The Law creates criminal offences, punishable by fines and/or imprisonment, for acting as a director without the required registration or licence.
• Late payment surcharge: Late payment of the annual fee attracts a monthly surcharge of one-twelfth of the fee for each month or part-month it remains unpaid after 15 January.
• Refusal, revocation, suspension: CIMA may refuse, revoke or suspend registrations and licences, and publishes revocations. A registered, professional or corporate director may appeal a cancellation, suspension or revocation to the Grand Court within 21 days of the effective date, but lodging an appeal does not suspend CIMA's decision.
• Extended liability: The 2023 amendment extends liability for offences to partnerships, limited liability partnerships, exempted limited partnerships and unincorporated associations, and to the individuals managing or controlling them, where an offence is committed with their consent, connivance or through their neglect.
• Administrative fines: Directors registration and licensing licensees are among the entities subject to CIMA's administrative fines regime under the Monetary Authority (Administrative Fines) Regulations for breaches of prescribed provisions, with breaches classified as minor, serious or very serious and subject to a breach-notice process, internal review of fixed fines, and appeal of discretionary fines to the Grand Court.

CIMA's supervisory circulars also emphasise that the absence of a courtesy reminder does not excuse late payment or filing, and that enforcement and penalties apply regardless.

Sources: Directors Registration and Licensing (Amendment) Law, 2015 (Law 5 of 2015) · Directors Registration and Licensing (Amendment) Act, 2023 (Act 3 of 2023) · Directors Registration and Licensing Law, 2014 (Law 10 of 2014) · Monetary Authority (Administrative Fines) Regulations (2025 Revision) · Common Regulatory and Thematic Issues Pt 2 (2016-10-01)