The Cayman Islands is the jurisdiction of choice for the establishment of offshore funds. Approximately 85% of the world’s hedge funds are domiciled in the Cayman Islands outranking the competing jurisdictions of BVI, Bermuda and Jersey. The Cayman Islands has three times as many Funds as the second most popular offshore jurisdiction for funds, the BVI.
The Cayman Islands are attractive to hedge fund promoters for many reasons, some of which are listed below:
Advantages of establishing a Hedge Fund in the Cayman Islands:
- The Cayman Islands is a stable jurisdiction with a legal system based on common law.
- Speed to market – Funds can be established and registered quickly in the Cayman Islands.
- Cayman Islands does not impose material conditions on the terms of securities offerings by open-ended funds to non-retail investors.
- No requirement to have Cayman based directors or officers, managers, administrators or custodians.
- No limit to the asset classes which a fund can acquire or the leverage it may employ.
- Highly professional service providers, lawyers, accountants etc. are located in the Cayman Islands.
- Generally there is no Cayman tax applicable to the establishment and operation of funds – there are no corporate gains, income or withholding taxes if any nature.
- Cayman has full membership of IOSCO and has been commended by the IMF for having strong compliance with regards to anti-money laundering.
- As from August 2009 Cayman is on the OECD’s whitelist of countries complying with the global standard for tax cooperation and exchange of information.
Establishing a Cayman Island Hedge Fund:
The Mutual Funds Law (2003 Revision) (the Cayman MFL) regulates all mutual funds established in, or operating from, the Cayman Islands.
Hedge funds established in the Cayman Islands will typically take the form of either a company, a limited partnership (the most common form) or a unit trust. In practice most registered funds are set up as exempted companies limited by shares as this is the simplest vehicle to establish and administer.
Below is a brief description of the establishment of a standalone Cayman Islands Hedge Fund (see Appendix 1 for summary). Assumptions are made that the Fund will not be set up as a retail fund or a close ended fund but will offer redeemable equity securities to investors in minimum subscriptions of USD 100,000 or more.
Appendix 1 – Fund Establishment Flowchart
Stage 1 – Commercial Structuring:
During this stage there are a number of factors which need to be considered (see Appendix 1) in addition to selection of an investment management vehicle. Whilst there is no need for this entity to be a Cayman Company these are normally used in order to qualify for annual exemption.
Stage 2 – Prepare draft documents:
A draft offering document is prepared describing the shares in all material respects and containing information as necessary to enable a prospective investor in the Fund to make an informed decision.
Draft constitutional documents enshrining share rights and subscription agreements governing the terms on which investors will subscribe for shares and containing subscriber eligibility representations and anti-money laundering KYC requirements are also be prepared.
Stage 3 – Incorporation:
The fund can be established at this stage and the tax exemption certificate can be applied for. The tax exemption certificate guarantees exemption from all Cayman taxes for 20 or 30 years irrespective of any subsequent change in the Law.
Stage 4 – Functionaries:
The Fund will need to negotiate terms with and appoint key functionaries. The Fund will ordinarily require at least two directors who will be responsible for the supervision of the fund. For day to day management an investment manager should be appointed.
There is no requirement for directors to be Cayman residents and often officers of the investment manager will act as directors. Independent directors can be appointed.
An Administrator is required to be located in Cayman or another jurisdiction approved by the CIMA (Cayman Islands Monetary Authority) as having an equivalent anti-money laundering KYC regime. The Administrator will be responsible for calculation of the net asset value of the Fund, the processing of subscriptions and redemptions and the compliance with AML requirements applicable to the Fund’s Investors.
The Fund will also be required to appoint one or more independent Custodians and an auditor approved by CIMA to prepare and file accounts and submit other financial and operating information in respect of the Fund to CIMA.
Stage 5 & 6 – Finalise documentation and agree operational guidelines:
During these stages commercial terms will need to be agreed and documents finalised and executed with functionaries in addition to the operating procedures of the functionaries being confirmed.
Stage 7 – CIMB Filing:
The offering and constitutional documents are finalised and approved and the documents required to establish the Fund are filed with CIMA. The CIMA does not normally raise any issues on the documents filed for a Registered Fund and will normally issue a fund registration within 7 working days. From this point the Fund may begin accepting subscriptions from Investors as a registered Cayman Fund.
The total costs for setting up a Cayman Islands Hedge Fund will include the following:
- The incorporation costs of the vehicle required – see below
- The on-going annual fee – see below
- The annual administrators fee – variable
- The annual auditors fee – variable
- The initial registration fee of the fund with CIMA and annual fee to maintain the funds registration – see below
- Legal fees – variable
Fees – Cayman Island Exempt Company:
|Incorporation of a Cayman Islands Exempt Company
Fees – Cayman Islands Limited Liability Partnership:
|Incorporation of a Cayman Islands Exempt Company
- CIMA Fee for initial and annual registration – 3,700.00 USD
- Tax Exemption Certificate (optional) – this proves that the management company will be exempt from taxes in the Cayman Islands – Approx. 2,500.00 USD
- Professional service fees – will be quoted for on an individual basis. Fees range from 20,000 – 25,000 USD.
Appendix 2 – General Summary of Characteristics of a Cayman Islands Fund
|Type of Vehicle||
|Type of Fund||
|Licensing / registration requirements||
|By Laws / Constitutional Documents||
|Transfer of Shares||
|Set up time||
|Segregated Portfolio / Protected Cell Companies||
|Statutory Merger Provisions||
The Investigation of a Cyprus Company's Affairs: Application of the Law & Effectiveness
At the request of a Cyprus company’s Shareholder, where it is proven that a more comprehensive investigation is required regarding a company’s activities, the court can issue a declaration of investigation by an inspector appointed by the Cyprus Council of Ministers. The discretion of the court must be applied carefully; as such an order can heavily impact a company and depending on the outcome of the investigation, can be a severe measure that deviates from fundamental principles of Cyprus company law.
UK: The Current Problems with Money Laundering & the Violation of Anti-Money Laundering Regimes
The fact that money can be transferred from one jurisdiction to another means, that money laundering as a concept involves the entire modern world. Money laundering is a process during which the origin and purpose of payments are hidden and typically has three stages.
Director’s Duties & Liability Insurance in Cyprus
This article will examine the role of a Director and his duties and liability insurance and D&O insurance liability accordingly with reference to the relevant case law.
Q&A: Singapore Small Company Concept for Audit Exemption
The following article will answer some commonly asked questions regarding Singapore small company auditing requirements and exemptions from ACRA.
Exemption from Audit: Singapore Small Company Criteria
Singapore Audit Requirements: running a company in most countries require auditing as a process to prove that everything is operating legitimately. Listed companies have a legal responsibility to go through audit in Singapore similarly.
EU: Cyprus Competitive Advantage at Risk with Tax Consolidation Reforms
Cyprus is likely to have repercussions as a result of Jean-Claude Juncker ’s favouring of a relaxation in EU regulation formation and monitoring schemes, reinforced by qualified majorities on matters including the additional synchronisation of blanket taxation rates across Europe.
Singapore Service Providers: How to Comply with the ACRA Reporting Requirements
As a result of the ACRA Amendment Act in 2014, Registered Filing Agents and Corporate Service Providers now have to conduct independent Anti-Money Laundering / Countering the Financing of Terrorism (AML/CFT) reviews as part of their annual audit reviews.
Beginners Guide to Service Level Agreements: Important Information & Q&A
SLAs are a critical component of any outsourcing and technology vendor contract. Beyond listing expectations of service type and quality, an SLA provides remedies when requirements aren't met.