The continuing obligations of Cayman Islands 'private funds' that are established as exempted limited partnerships (ELPs) are primarily set out in the Exempted Limited Partnership Act (as amended) and the Private Funds Act (as amended) of the Cayman Islands.
Each ELP private fund must:
- pay an annual fee to the Cayman Islands Registrar of Limited Partnerships (the Registrar);
- pay an annual fee to the Cayman Islands Monetary Authority (CIMA);
- file audited financial statements and a Fund Annual Return Form (FAR Form) with CIMA;
- notify the Registrar and CIMA of any change to the fund's registered office;
- notify the Registrar of any material changes to the ELP's name, nature of business, duration or general partner;
- notify CIMA of any material changes to the information submitted in the registration application (CIMA Form) or the fund's offering document or prescribed details filed with CIMA (as applicable);
- maintain, at the registered office of the ELP, a record of the address at which the register of limited partners is maintained; and
- retain records in accordance with CIMA's published rules, guidance and policies.
Pay an annual fee to the Registrar
An ELP private fund must file an annual return and pay an annual fee to the Registrar. The annual fee for a regulated ELP is US$1,465. The fund's registered office in the Cayman Islands will file the annual return with the Registrar and when fees are received from the fund, pay the annual fee on the fund's behalf. The fee is due in January of each year. Late fees will be assessed after 31 March of each year.
Pay an annual fee to CIMA
A private fund must pay an annual fee to CIMA. The annual fee is currently US$4,270 (or US$3,050 in the case of a registered master fund). The fee is due by 15 January of each year and late fees will be assessed after that date. The registered office will pay the CIMA fees on the fund's behalf when the fees are received from the fund.
File audited financial statements and FAR Form with CIMA
A private fund must have its accounts audited annually and such accounts are required to be signed-off by a Cayman Islands auditor approved by CIMA. The audited accounts and FAR Form must be filed with CIMA within six months of the end of the fund's financial year.
Notify CIMA of any material changes
Any material changes to the information contained in the CIMA Form, the offering document (where applicable) or the registered office or principal office must be filed with CIMA within 21 days of the change.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.