Changing Directors of a CIMA-Regulated Fund: Filings and Timing

To change directors of a Cayman fund regulated by CIMA, the board records the appointment or resignation under the fund's articles, updates its register of directors, notifies CIMA within 21 days and notifies the Registrar of Companies within 30 days. If the fund is a regulated mutual fund, any incoming director must already be registered or licensed with CIMA before the appointment takes effect.

Key takeaways

• Three sets of rules apply to the same change: the Companies Act (register of directors and Registrar notice), the fund regime (Mutual Funds Act or Private Funds Act notice to CIMA) and, for mutual funds, the Directors Registration and Licensing Act.
• The Registrar must be notified of any change in directors within 30 days (section 55(1)(b) of the Companies Act).
• CIMA must be told of material changes to the information it holds within 21 days, under section 4(8) of the Mutual Funds Act for mutual funds and section 11 of the Private Funds Act for private funds.
• Directors of regulated mutual funds must be registered or licensed under the Directors Registration and Licensing Act before appointment. CIMA's published position is that private fund directors are not covered.
• CIMA's FAQs list the documents it expects: the outgoing director's resignation letter, the resolution confirming the change or an updated register of directors stamped by the Registrar, and, for a licensed mutual fund, a full director application.

Who counts as a director for these purposes

Both fund statutes use the term "operator". For a fund that is a company, the operator is each director; for a partnership, each general partner; and for a unit trust, each trustee. The Private Funds Act adds the manager of a fund structured as a limited liability company. CIMA's filing requirements therefore attach to board changes, and for a partnership fund to changes of general partner. Our article on choosing Cayman fund directors covers the selection side; this guide covers the mechanics once a change is agreed.

Before the appointment

Check the constitution and the board

The articles of association govern how a director is appointed or removed, whether by the board, the holders of management shares or another class, and set any minimum or maximum number of directors. Confirm who holds the power, whether a quorum will remain after a resignation, and whether any side letter or offering document term requires investor notice. CIMA's FAQs apply a minimum of two directors to private funds that are companies, and require two natural persons to be named for a general partner or corporate director of a private fund.

Confirm the incoming director's CIMA status

For a regulated mutual fund, the Directors Registration and Licensing Act, 2014 prohibits appointing a natural person as a director unless CIMA has registered them, and a person holding 20 or more such directorships must be licensed. Bell Rock's independent director services confirm this status before any appointment is resolved, and board composition more generally is covered in our note on CIMA's governance guidance for regulated funds. CIMA's FAQs state that it is the director's responsibility to tell the fund their status at the time they are proposed, and to regularise it before any filing.

Licensed mutual funds

A licensed mutual fund was licensed on the basis that its administration would be undertaken by persons who are fit and proper to be directors (section 5(2) of the Mutual Funds Act). CIMA's FAQs state that adding a director to a licensed mutual fund requires a police clearance certificate or affidavit of no convictions, one financial and two personal references, a completed personal questionnaire and the application fee. Allow for that review in the timetable.

Prepare the documents

• Written consent to act from the incoming director, and a signed resignation letter from any outgoing director.
• A board or shareholder resolution, as the articles require, recording the appointment or acceptance of resignation and its effective date.
• Declarations of interest from the incoming director, and any update to the fund's conflicts register.
• Due diligence documents the fund's AML programme requires for a new director.

On the effective date

The company enters the change in its register of directors and officers, which is kept at the registered office (section 55(1) of the Companies Act). The incoming director should receive the constitutional documents, the current offering document, recent board minutes, the service provider agreements and the fund's policies. For directors new to the fund, a short induction on the valuation, AML and conflicts frameworks is good practice. Bell Rock's board support and company secretary service prepares that pack alongside the appointment documents.

Within 21 days: CIMA

Mutual funds

Under section 4(8) of the Mutual Funds Act, a mutual fund does not comply with the Act if there is a continuing offering and an operator is aware of a change that materially affects the information in its filed offering document or prescribed details, but has not filed amended details within 21 days of becoming aware of it. CIMA's FAQs describe how to notify a change of operator or director of a regulated fund: an email to licensing@cima.ky attaching the retiring director's resignation letter and either the resolution confirming the change or an updated register of directors stamped by the Registrar.

Private funds

Section 11 of the Private Funds Act requires a private fund to file details of any change that materially affects information submitted to CIMA within 21 days after making or becoming aware of the change, with the prescribed fee. Failing to do so is an offence. The fees for both regimes are published on the CIMA fees page.

The director's own record

Separately, each director of a covered entity manages their own record on CIMA's Director Gateway portal. CIMA's FAQs require appointments and resignations to be submitted there with supporting documents, such as the director's signed letter, the register of directors from the Registrar and the fund's written resolution. The Act requires a registered or licensed director to tell CIMA of any change in the information it holds within 21 days (section 6(3)). The fund's notice and the director's portal update are two different filings, made by different people, and both are needed.

Within 30 days: the Registrar

Section 55(1)(b) of the Companies Act requires the company to notify the Registrar of any change in its directors or officers, including a change of name, within 30 days. A penalty applies for late notification (section 56), and the Registrar's list of current directors is available for inspection on payment of a fee (section 55A). Because CIMA's FAQs accept a register of directors stamped by the Registrar as evidence of the change, it is efficient to file with the Registrar first, provided CIMA's 21-day window is still met. The wider company filing calendar is in our note on Cayman company statutory filings.

Partnership funds

For a fund structured as an exempted limited partnership, the operator is the general partner. A statement admitting, removing or replacing a general partner must be filed with the Registrar within 15 days, and the change is not effective until it is filed (section 10(2) of the Exempted Limited Partnership Act (2025 Revision)). Where the general partner is a Cayman company, a change of its directors is notified to the Registrar under section 55 of the Companies Act, and CIMA should be told of it if it materially affects the information CIMA holds about the fund's operator.

After the filings

• Update the offering document, or note the change for its next update, where directors are named in it.
• Update bank, broker, administrator and auditor mandates and any authorised signatory lists.
• Record the change for the fund annual return, which asks for the number of operator meetings held in the reporting period. Our note on the fund annual return explains the return.
• Confirm that the outgoing director has updated their portal record, and that any director leaving all covered entities has considered surrender before the year end.

Special situations

Where a director dies, CIMA's FAQs ask for a directors' resolution implementing the vacancy and a certified copy of the death certificate. The articles of association may be filed instead of the resolution if they list death as a ground for vacating office, supported by an updated register of directors. Where a fund is in licence under termination and no liquidator has been appointed, CIMA expects the directors to stay in office until de-registration is completed. On the appointment of a liquidator the directors' powers cease, as described in our guide to Cayman fund liquidation. CIMA also has statutory power to require the substitution of a director or operator where its enforcement conditions are met.

Frequently asked questions

Does CIMA have to approve a new director of a registered mutual fund?

The Mutual Funds Act requires the fund to notify CIMA of the change, and the director must already be registered or licensed under the Directors Registration and Licensing Act. For a licensed mutual fund, CIMA's FAQs require a full application for the new director. CIMA determines each application.

How long do we have to tell CIMA about a change of directors?

Treat 21 days as the deadline. Section 4(8) of the Mutual Funds Act and section 11 of the Private Funds Act both use a 21-day period from becoming aware of the change.

Does a director of a private fund need to register with CIMA personally?

No. CIMA's FAQs state that a private fund is not a covered entity under the Directors Registration and Licensing Act. The fund itself must still notify CIMA of the change under section 11 of the Private Funds Act.

Is resigning from the board enough to end a director's CIMA obligations?

No. The director must record the resignation on CIMA's portal and, if leaving all covered entities, surrender the registration or licence separately.

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. As company secretary and registered office, Bell Rock prepares the resolutions and consents, updates the register of directors, files the Registrar notice and coordinates the CIMA notification and the directors' portal updates, so that the 21-day and 30-day deadlines are met. Directors introduced by Bell Rock act in their personal capacity.

Related reading

• Cayman private funds regime: registration and operations
• Cayman master-feeder funds: structure and governance
• Crypto fund governance: priorities for independent boards
• Directors Registration and Licensing Act: Who Must Register and How
• CIMA Registration and Ongoing Obligations for Cayman Funds
• Fund Board Minutes and Meeting Practice in the Cayman Islands

For board administration and filings, see Bell Rock's board support and company secretary services.