Directors Registration and Licensing Act: Who Must Register and How

Cayman director registration under the Directors Registration and Licensing Act, 2014 applies to every individual who is a director of a CIMA-regulated mutual fund or of a company registered with CIMA under paragraph 1 or 2 of Schedule 4 to the Securities Investment Business Act. Individuals register through CIMA's Director Gateway portal before appointment. Those holding 20 or more such directorships, and corporate directors, must be licensed instead.

Key takeaways

• The Act applies only to directors of "covered entities": mutual funds regulated under the Mutual Funds Act and companies registered under paragraphs 1 and 2 of Schedule 4 to the Securities Investment Business Act. CIMA's published position is that private funds are not covered entities.
• There are three statuses: registered director, licensed professional director (a natural person with 20 or more covered entity appointments) and licensed corporate director.
• A person must be registered or licensed before being appointed to a covered entity. Acting without registration or a licence is a criminal offence.
• Each registered or licensed director files annual information and pays the annual fee by 15 January, and reports any change in the information held by CIMA within 21 days.
• Resigning from a board is not the same as surrendering a registration. A director who wants to stop paying annual fees must surrender through the portal before the year end.

The legislation

The Directors Registration and Licensing Act, 2014 (Act 10 of 2014) has been amended in 2015, 2019 and 2023. No consolidated revision has been published, and the Act as enacted is read together with the amending Acts. The register on legislation.gov.ky records it as partly in force: sections 11(2)(a), 18(2)(a) and 24(1)(b), which deal with assessing a director's capacity, have not been brought into force.

The Directors Registration and Licensing (Registration and Licensing) Regulations, 2014 set out the information each type of applicant provides. The Act applies to directors of covered entities whether or not the director is resident in the Islands (section 3).

Who must register

Covered entities

Section 2 defines a covered entity as:

• a mutual fund regulated under the Mutual Funds Act (2025 Revision); or
• a company to which paragraphs 1 and 2 of Schedule 4 to the Securities Investment Business Act (As Revised) apply. Those paragraphs cover a company carrying on securities investment business exclusively for companies in its own group, and a person carrying on securities investment business exclusively for sophisticated persons, high net worth persons or vehicles owned by them.

The 2019 amendment changed the reference from paragraphs 1 and 4 to paragraphs 1 and 2, with effect from the commencement of the Securities Investment Business (Amendment) Law, 2019. Some CIMA guidance still uses the earlier wording. The registration regime for managers is described in our guide to setting up a Cayman fund management company.

Entities outside the Act

CIMA's investment funds FAQs state that a private fund, regardless of its legal structure, is not a covered entity, so a director of a private fund does not need to register under the Act. CIMA's earlier guidance also states that the Act does not apply to trustees or to partners of partnerships, and that once a covered entity has appointed liquidators its former directors fall outside the Act. A private fund board still has to meet CIMA's own requirements for its operators, set out in our note on the Cayman private funds regime.

Registered, professional or corporate director

Registered director

A natural person appointed as a director of a covered entity must be registered (section 4). Registration is the right status for an individual holding fewer than 20 covered entity directorships. CIMA may refuse registration where the applicant has been convicted of an offence involving fraud or dishonesty, or has been the subject of an adverse finding, penalty, sanction or disciplinary action by a regulator or professional body (section 7). A person who is refused may not serve as a director of any covered entity, but may re-apply if circumstances change materially (section 8).

Licensed professional director

A "professional director" is a natural person appointed as a director of 20 or more covered entities, and must hold a licence (sections 2 and 9). CIMA may grant a licence only if satisfied that the applicant is fit and proper, having regard to honesty, integrity and reputation, competence and capability, and financial soundness (sections 11 and 12). A professional director must hold professional indemnity insurance at the level set in section 15 and file current details of it with CIMA. CIMA's FAQs confirm that a person holds either a registration or a licence, not both.

Two exemptions apply (section 16). A director who is a director, employee, member, officer, partner or shareholder of a holder of a companies management licence or a mutual fund administrator's licence need not be licensed, but must be registered. The same applies to a director connected to a fund manager that is registered or licensed by an overseas regulator listed in the Schedule, where the directorships arise from that relationship.

Licensed corporate director

A body corporate acting as a director of a covered entity must be licensed (section 17). It must be registered under the Companies Act, as a Cayman company or a registered foreign company, have at least two natural persons on its board who are registered or licensed under the Act, obtain CIMA's written approval before appointing any new board member, and hold the insurance required by section 21 (sections 20 and 21). A holder of a companies management licence or a mutual fund administrator's licence that provides directors to, or acts as a director for, a client covered entity does not commit an offence by doing so (section 17(4)).

How to register

CIMA accepts applications only through its Director Gateway portal; applications sent by post or email are returned. The process described in CIMA's investment funds FAQs is:

1. Submit an initial registration request on the portal with personal details, the associated fund or covered entity and its registered office.
2. Receive a unique seven-digit CIMA identification number and instructions by email.
3. Within 14 calendar days, log in, complete the application and pay the fees. If this is not done, the request is returned, the profile is deactivated and a new request is needed.
4. CIMA states that applicants should receive confirmation of registration within 48 hours of submission. Where it has not, CIMA may need more information.

Under Schedule 1 to the Regulations, a registration application provides the applicant's full name, date of birth, nationality and country of birth, residential and postal addresses, details of any conviction for fraud or dishonesty or any adverse regulatory finding, and the names and registration numbers of the covered entities concerned. Licence applications add a personal questionnaire, at least three references, including a financial reference, and a police or similar certificate (Schedule 4).

A director should therefore register before the board resolves to appoint them. CIMA's FAQs say a fund's registration or licence application will be rejected if a named director is not registered, licensed or compliant under the Act. Bell Rock's independent director services build this check into every appointment. Current fees are published in the same CIMA FAQs.

Ongoing obligations

• Annual filing and fee. On or before 15 January each year, every registered director, professional director and corporate director provides the prescribed information and pays the annual fee. A late fee attracts a surcharge of one-twelfth of the fee for each month or part of a month after 15 January (sections 6(2), 14(2) and 18(7)). CIMA's FAQs ask for payment through the portal before 1 January.
• Changes within 21 days. Any change in the information given to CIMA must be reported within 21 days. Failure is an offence (sections 6(3) and (4), 14(3) and 18(8)).
• Managing appointments. Directors record each appointment to and resignation from a covered entity on the portal, with the supporting documents CIMA lists, such as the director's signed letter, the covered entity's resolution and the register of directors from the Registrar. The covered entity separately notifies CIMA of changes to its board.

Resignation, surrender and liquidation

CIMA treats resigning from a board and surrendering a registration or licence as separate procedures. A director who has resigned from every covered entity remains an active director under the Act until the surrender is completed on the portal, which requires all outstanding fees and penalties to be paid. CIMA states that a director who does not complete surrender on or before 31 December becomes liable for the following year's fees.

Where a fund is in licence under termination and no liquidator has been appointed, CIMA expects the directors to remain in office until de-registration is completed. Once a liquidator is appointed the directors' powers cease, and CIMA expects any director not continuing to act to surrender. Where CIMA cancels or suspends a registration, or revokes or suspends a licence, the director may appeal to the Grand Court within 21 days (section 27(5)). Our note on Cayman fund liquidation and CIMA de-registration sets out how the board's role changes during a wind-down.

Frequently asked questions

Do I need to register to be a director of a Cayman private fund?

Not under the Directors Registration and Licensing Act. CIMA's FAQs state that a private fund is not a covered entity. CIMA's own requirements for private fund operators still apply.

Is there a status called "CIMA registered professional director"?

No. The Act provides for registered directors, licensed professional directors and licensed corporate directors. A professional director is licensed, not registered.

Does the Act apply to directors who live outside the Cayman Islands?

Yes. Section 3 applies it whether or not the director is resident in the Islands.

What happens if I resign from all my funds but do not surrender?

CIMA continues to treat you as a registered director and you remain liable for annual fees until you complete the surrender process on the portal.

Where Bell Rock fits

Bell Rock Group Financial Services Limited is licensed by CIMA as a Company Manager under the Companies Management Act (As Revised), Licence No. 633916. Bell Rock introduces independent directors to covered entities, confirms their registration or licence status before appointment, and coordinates the board resolutions, register of directors filings and CIMA notifications that accompany each appointment and resignation. Directors act in their personal capacity and are responsible for their own registration under the Act.

Related reading

• Cayman fund directors: duties and appointment criteria
• CIMA fund governance guidance: board responsibilities
• Cayman investment funds: structures and regulation
• Changing Directors of a CIMA-Regulated Fund: Filings and Timing
• Independent Directors: What Allocators Expect from Cayman Fund Boards
• Fund Board Minutes and Meeting Practice in the Cayman Islands

To appoint an independent director, see Bell Rock's independent director services.