Disclosure of directors’ conflicts of interest

A director is appointed by company shareholders to manage the day-to-day affairs of a company. With such management comes certain legal and fiduciary duties, and a director must act in the best interests of that company and its shareholders. Amongst these duties, is the ‘disclosure of interest’, which is the focus of this article with respect to BVI and Cayman Islands companies.

CIMA CIRCULAR: 2023 Internal Audit Plans

Issued to all Licenced Full and Restricted Securities Investment Business Licensees and Registered Persons, dated 3 January 2022 The Cayman Islands Monetary Authority (CIMA) has issued a circular reminding entities to undertake regular internal audits of their controls and infrastructure to ensure that they are suitably robust in consideration of the nature and scale of their operations. Consequently, CIMA requests that all relevant entities registered under the Securities and Business Act (SIBA) – eg investment managers or advisors – provide CIMA with a schedule of the internal audit reviews scheduled for 1 January 2023 through to 31 December 2023. SIBA entities are reminded that CIMA expects to receive any issued internal audit report within three (3) months following the completion of the review. See Marbury Fund Services for details of related services or contact your usual Marbury advisor for more details.

Termination of Cayman vehicles and CIMA director registration renewals and cancellations

As the end of the calendar year approaches, if you have any Cayman vehicles that you are considering terminating, there are several steps to be taken before the end of the calendar year to minimise 2023 annual fees.

For funds regulated by Cayman Islands Monetary Authority (CIMA), the timing of de-registration submissions of the regulatory policy has been amended, leading to the change of procedures for terminating funds.

Updated De-registration rules for Cayman Islands Regulated Funds

With effect from 17 August 2022 With the aim of streamlining the process for de-registering mutual funds and private funds, the Cayman Islands Monetary Authority (CIMA) has recently announced a list of updated Rules and Regulatory Procedures (the Rules) on the Cancellation of Licences or Certificates of Registration for Regulated Mutual Funds and Registered Private Funds. CIMA have confirmed that all de-registration applications made on or after 17 August 2022 will follow the new Rules. CIMA made clear that any funds that have submitted applications under the old procedures prior to 17 August 2022 will still be able to take advantage of the fee concessions under the old rules. Under the updated Rules, the “Licence under Termination” (LUT) and “Licence under Liquidation” (LUL) options have been eliminated and regulated funds must file all applicable deregistration documents in a single bundle. Regulated funds will remain fully registered with CIMA and liable to pay full annual fees until the complete deregistration application has been submitted following the final distribution to investors and the completion of the final audit. Regulated funds must have paid all prescribed fees and submitted all required audited financial statements and must not have any outstanding queries or regulatory filings with CIMA. Corresponding to the old rules, regulated funds must notify CIMA when the funds intend to cease carrying on business or have ceased carrying on business as a regulated funds pursuant to the Mutual Funds Act or the Private Funds Act within 21 days of the date the funds cease to carry on business. The content of the deregistration requirements does not have significant changes under the updated Rules.