SIBA Registered Persons: Registration and Annual Obligations for Cayman Managers

A Cayman SIBA registered person is a company or partnership that carries on securities investment business, typically managing or advising investment funds, under a registration with the Cayman Islands Monetary Authority (CIMA) rather than a full licence. Registration is available only where the business falls within Schedule 4 of the Securities Investment Business Act (As Revised), and it brings fit and proper vetting, an annual declaration and continuing notification duties.

Key takeaways

• Registration is open only to the three Schedule 4 categories: intra-group business, business conducted exclusively for sophisticated or high net worth persons (or vehicles owned by them), and business regulated by a recognised overseas regulatory authority where it is conducted.
• CIMA must be satisfied that the applicant's shareholders, directors and senior officers are fit and proper before it registers the applicant.
• A registered person files an annual declaration and pays the annual fee on or before 15 January each year, through CIMA's REEFS portal.
• Material changes, changes of senior officers and the cessation of business are each notified to CIMA within 21 days.
• Registered persons fall within CIMA's anti-money laundering and sanctions rules, which took effect on 18 September 2026.

Where registration sits under SIBA

Section 5(1) of the Securities Investment Business Act prohibits any person from carrying on, or purporting to carry on, securities investment business unless it holds a licence or registration under the Act or is exempt. The regulated activities in Schedule 2 are dealing in securities, arranging deals in securities, managing securities belonging to another person with discretion, and advising on securities.

A Cayman manager therefore has three possible positions. It holds a SIBA licence; it registers with CIMA as a registered person because its business fits a Schedule 4 category; or its activities fall outside the Act or within the non-registrable categories in Schedule 2A. Registration is not a lighter licence that any manager may elect. It is a distinct status defined by the clients the manager serves.

Most managers reach this question while planning a fund launch, and the answer shapes the manager's board, its investor eligibility controls and its annual calendar. Bell Rock's Cayman investment manager registration service covers the corporate side of that process.

The Schedule 4 categories

Schedule 4 lists the persons required to register under section 5(4):

• Group business. A company within a group of companies carrying on securities investment business exclusively for one or more companies within the same group.
• Sophisticated and high net worth clients. A person carrying on securities investment business exclusively for sophisticated persons, high net worth persons, or companies, partnerships or trusts (whether or not regulated as mutual funds) whose shareholders, unit holders or limited partners are such persons. This category also requires a registered office or place of business in the Islands for which services are provided by a person licensed to provide those services.
• Overseas regulated business. A person regulated in respect of its securities investment business by a recognised overseas regulatory authority in the country or territory, other than the Islands, in which that business is conducted.

The second category is the one most fund managers use. Because it depends on the status of every client and every underlying investor, the manager needs a reliable way to confirm that each fund it manages admits only eligible investors. That control usually sits in the fund's subscription documents and the administrator's onboarding process, and the manager should be able to evidence it on request. "Sophisticated person" and "high net worth person" are defined terms in section 2 of the Act, and offering documents should apply those definitions as written rather than paraphrase them.

Registration requirements

An applicant files the prescribed application with CIMA and pays the registration fee; current amounts are in CIMA's securities fee schedule. Under section 5(4A), an applicant is not registered unless CIMA is satisfied that its shareholders, directors and senior officers are fit and proper persons. Section 4A allows CIMA to impose conditions at the time of application or later, having regard to the nature, risk and scale of the business, and to refuse registration.

Directors and senior officers

Section 15(4) sets minimum governance for registered persons. A company must have at least two directors who are individuals, or one corporate director, each complying with the Directors Registration and Licensing Act (As Revised). An exempted limited partnership needs at least two directors or equivalent officers appointed in respect of its general partner, and a limited liability company needs at least two managers complying with the same Act. Other vehicles have parallel requirements.

The standing of those directors matters to CIMA and to investors conducting due diligence. Our article on appointing fund directors from regulated firms sets out what allocators tend to look for.

What a registered person may not do

Section 4C provides that a registered person shall not act or function as a depositary in or from within the Islands. Registration also leaves the Schedule 4 client restrictions in place: a manager that wishes to serve clients outside those categories needs to consider a licence instead.

Annual obligations

Under section 5(4E), a registered person must file an annual declaration in the form approved by CIMA, and pay the prescribed annual fee, on or before 15 January in each year. CIMA's securities reporting requirements page states that the declaration is filed through the REEFS portal. A late fee attracts a monthly surcharge under section 5(4D), which CIMA may waive for good cause, and an unpaid annual fee may be recovered by the Crown as a civil debt.

CIMA has also introduced an annual Prudential Information Survey for registered persons, issued under the Monetary Authority Act. For the 2025 calendar year the survey was open on REEFS from 1 January to 31 March 2026, and CIMA's notice launching the survey confirms that it does not replace the annual declaration. Managers should diarise both filings.

Audited accounts are a statutory requirement for licensees under section 13. CIMA's reporting page notes that audited accounts and related filings apply to registered persons in some instances, depending on conditions imposed, so each registered person should check its registration letter. Section 5(5) also allows CIMA to require specified reports from a registered person from time to time.

Notifications during the year

• Material changes. A registered person must notify CIMA within 21 days after any material change in the information filed in its application or annual declaration (section 5(4C)).
• Senior officers. Any alteration in the senior officers of a registered person must be notified within 21 days (section 15(5)). A senior officer convicted in any country of an offence involving dishonesty must be removed or replaced on conviction (section 15(3)).
• Ceasing business. Within 21 days after ceasing to carry on any Schedule 2 activity in the Islands, a registered person must notify CIMA of its intention to deregister and file the prescribed details (section 5(4B)).

The Securities Investment Business (Amendment and Validation) Act, 2024 provides for prescribed fees on deregistration and on the notification of specified material changes. Deregistration with CIMA is a regulatory step only. The company continues to exist until it is wound up or struck off, which are separate processes explained in our comparison of voluntary liquidation and strike-off.

AML, sanctions and the compliance programme

Registered persons are supervised by CIMA and sit inside its anti-money laundering framework. CIMA's Rule on Effective Compliance Programme and its Rule on Compliance with Financial Sanctions and Targeted Financial Sanctions both took effect on 18 September 2026. The sanctions rule expressly includes registered persons in its definition of regulated persons, and the compliance programme rule requires each CIMA-regulated financial services provider to designate an AMLCO, an MLRO and a DMLRO, document its risk assessment and integrate sanctions screening into its programme.

The underlying statutory obligations are summarised in our article on AML obligations for relevant financial business. For a manager whose staff and systems sit outside the Cayman Islands, the practical question is how the Cayman programme is documented, who in the group performs each function and how the board receives reporting.

Practical points for managers

• Confirm the Schedule 4 category before the first fund launches, and record the analysis in the manager's board minutes.
• Build investor eligibility checks into each fund's subscription process and retain the evidence.
• Keep a filing calendar covering the 15 January declaration and fee, the Prudential Information Survey and any conditions attached to the registration.
• Treat every change of director, senior officer, shareholder or business plan as a possible 21-day notification.
• Consider whether the manager's activities bring it within the economic substance regime; our economic substance guide explains the tests.

Frequently asked questions

Is a SIBA registered person licensed by CIMA?

No. CIMA describes registered persons as exempted from the requirement to obtain a licence because they conduct business exclusively with the persons set out in Schedule 4. They must still be registered, and CIMA's supervisory and enforcement powers apply to them.

When is the SIBA annual declaration due?

On or before 15 January each year, together with the prescribed annual fee. The declaration is filed through REEFS, and the Prudential Information Survey is a separate filing.

Can a registered person manage a fund open to retail investors?

Not under the sophisticated and high net worth category. That category requires the manager's clients to be sophisticated or high net worth persons, or vehicles whose investors are such persons. A fund admitting other investors would take the manager outside the category, and a licence or another category would need to be considered.

Does deregistering under SIBA close the company?

No. Deregistration ends the CIMA registration. The company remains on the Register of Companies until it is liquidated or struck off, and its annual Registrar filings continue until then.

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. For SIBA registered persons, Bell Rock provides the registered office and coordinates the corporate records, filing calendar, board documentation and CIMA notifications, while the manager remains responsible for its investment business. Directors appointed through Bell Rock's independent director services act in their personal capacity.

Related reading

• Setting up a Cayman fund management company
• The Cayman private funds regime
• Fund platform or standalone fund launch
• CIMA's Rule on an Effective Compliance Programme: What Changes for Cayman Entities
• Directors Registration and Licensing Act: Who Must Register and How
• How to Launch a Cayman Islands Fund: A Step-by-Step Guide

Bell Rock supports managers through its Cayman investment manager registration service.