CIMA Deregistration of a Fund: Process, Timing and Records

CIMA fund deregistration is the cancellation of a regulated mutual fund's or private fund's licence or certificate of registration by the Cayman Islands Monetary Authority. The fund notifies CIMA within 21 days of ceasing business, must be in good standing, pays the surrender fee and files the prescribed documents through the REEFS portal. Deregistration ends the fund's regulated status; it does not dissolve the legal entity.

Key takeaways

• CIMA's Rule requires a fund to notify CIMA within 21 days of ceasing to carry on business. Appointing a liquidator is deemed cessation on the date of appointment.
• The fund must be in good standing on the cancellation date: all prescribed fees paid, all required audited financial statements filed, and no outstanding queries or regulatory filings.
• Since 8 November 2025, all deregistration applications go through REEFS on form TMF-147-22 v2 (funds) or TRS-142-99 v2 (segregated portfolios, series trusts, sub-funds and certain AIVs).
• The documents depend on the basis for deregistration: ceasing business, voluntary or official liquidation, transfer, merger, conversion and others.
• Deregistration, liquidation, strike-off and dissolution are separate processes with different authorities and consequences.

What deregistration is, and what it is not

A regulated mutual fund under the Mutual Funds Act (As Revised) or a registered private fund under the Private Funds Act (As Revised) holds a licence or certificate of registration from CIMA. Deregistration, which CIMA's instruments call cancellation, removes that regulatory status. The fund's legal entity, whether an exempted company, exempted limited partnership, LLC or unit trust, continues to exist until it is separately wound up, struck off or otherwise dissolved.

That distinction matters when planning the closure of a Cayman fund. A fund can be deregistered with CIMA and then continue as an unregulated entity, be placed into voluntary liquidation, or be struck off by the Registrar. CIMA's operator affidavit for a fund ceasing business asks which of those the fund intends. Our guide to Cayman fund liquidation and CIMA deregistration explains how the corporate steps sit alongside the regulatory ones, and the comparison of voluntary liquidation and strike-off covers the entity-level choice.

The governing instruments

Three CIMA instruments set the requirements:

• the Rule on Cancellation of Licences or Certificates of Registration for Regulated Mutual Funds and Registered Private Funds (August 2022), issued under section 34(1)(a) of the Monetary Authority Act;
• the Regulatory Procedure for regulated mutual funds; and
• the Regulatory Procedure for registered private funds.

The Rule is binding, and a breach may attract penalties under section 34 of the Monetary Authority Act. The Regulatory Procedures set out the documents CIMA expects for each basis of cancellation.

Timing: the 21-day notification

Under the Rule, a fund must notify CIMA when it intends to cease, or has ceased, carrying on business as a fund, within 21 days from the date it ceases to carry on business. The cessation date is the date stated in the resolution of the operators, shareholders or unit holders, unless CIMA has grounds to believe otherwise or no resolution has been passed or filed. A fund to which a liquidator has been appointed is deemed to have ceased business on the date of the appointment.

A fund that never carried on business must notify CIMA within 21 days of the resolution acknowledging that it has never carried on business and has no intention of doing so.

The Regulatory Procedure explains that ceasing to carry on business means no ongoing investing with a view to profit, but does not include disposing of assets to redeem investors. A board should therefore fix the cessation date deliberately, with the investment manager and administrator, and record it in a certified resolution.

Annual fees and the calendar

A regulated mutual fund pays its annual fee on or before 15 January each year under section 9 of the Mutual Funds Act (2025 Revision), and a private fund pays its annual registration fee on or before 15 January under section 10 of the Private Funds Act (2025 Revision). Funds closing near the year end should plan the application well ahead of that date. Current CIMA fees, including the surrender fee, are published in the schedule of fees on cima.ky.

Good standing

A fund seeking cancellation must be in good standing on the date of cancellation. Good standing means the fund has paid all prescribed fees, submitted all required audited financial statements, and has no outstanding queries or regulatory filings with CIMA. On the REEFS form, the fees and filing status field shows whether the fund is current, and any error message blocks submission until resolved.

In practice, the common blockers are an unfiled Fund Annual Return, outstanding audited accounts for a prior year, unpaid annual fees and penalties, and open queries from CIMA. Clearing them is the first workstream of any deregistration. Our article on Cayman fund audit requirements and extensions covers the audit side.

Core documents for every application

Whatever the reason for cancellation, the Regulatory Procedures require:

• the original licence or certificate of registration, if a physical one was issued, or an operator affidavit undertaking to return it if found (not required where CIMA issued an electronic certificate);
• payment of the prescribed surrender fee; and
• a certified copy of the resolution, determination, consent or other constitutional document signed by the operators or investors that states the date on which the fund will cease or has ceased to carry on business in or from the Cayman Islands.

Bases for deregistration and their documents

Ceasing to carry on business

An operator affidavit confirming the reason for cessation; that, to the operators' knowledge, the fund operated in accordance with its constitutional and offering documents, including investment restrictions and NAV calculation; that all investors have been properly and completely redeemed or received a final distribution; that the fund has not been wound up in a manner prejudicial to investors and creditors; and whether it will continue as a legal entity or seek strike-off.

Voluntary liquidation

Where a third-party liquidator is appointed, the stamped notice of winding up (CWR Form 19) and the voluntary liquidator's consent to act (CWR Form 20), or the partnership or trust equivalent. A third-party liquidator is an individual who is not an operator or a currently engaged service provider, other than the auditor. If the fund relies on an audit exemption under the audit waiver policy, a liquidator affidavit covering the period reviewed, the absence of evidence of fraud, payment of creditors in full and distribution to investors is also required.

Official liquidation

The Grand Court's supervision or winding up order, which replaces the resolution, and a copy of each report the official liquidators have filed with the Court.

Other bases

• Transfer to another jurisdiction: an operator affidavit and confirmation of approval, or approval in principle, from the receiving regulator.
• Never carried on business: an operator affidavit and a letter from the administrator, manager, operator or auditor confirming that any subscriptions were returned.
• Merger: the dissolving fund provides a cover letter, a certified resolution including the merger plan, and an operator affidavit; the surviving fund provides its updated offering document, constitutional documents and a certified copy of the certificate of merger.
• Conversion: separate requirements apply where a fund becomes a single investor fund, converts between mutual fund and private fund status, or becomes a non-fund arrangement.
• Master funds: a master fund will not be deregistered while it has an active regulated feeder fund that is not in good standing, so the sequence across a master-feeder structure needs planning.

Final audit and audit waivers

Unless the fund qualifies for an audit waiver, it must provide audited accounts from the last financial year end for which audited statements were filed to either the date of final distributions, or the date of the final NAV with a subsequent events note confirming that final distributions were made. Where a third-party liquidator is appointed and final audited accounts are produced, they must cover at least the period to the liquidator's appointment.

CIMA's audit exemption policy for regulated mutual funds states that waivers are considered in exceptional circumstances only and lists the situations in which CIMA may consider one, including a fund that never launched, a voluntary liquidation with a third-party liquidator whose terms require a review of the unaudited period, and a transfer or merger within six months of the last audited year end. The policy also allows CIMA to consider extending the final audit period to a maximum of 18 months from the last audited year end. A waiver is a separate application with its own fee.

Filing through REEFS

CIMA's notice of 14 November 2025 confirmed that updated forms took effect on 8 November 2025 and that all deregistration applications must be made through REEFS:

• TMF-147-22 v2 for the termination of a mutual fund or private fund; and
• TRS-142-99 v2 for the termination of a segregated portfolio, series trust or sub-fund, now also covering private fund sub-funds and alternative investment vehicles not separately registered as private funds.

Private fund deregistrations sent by email are no longer accepted. The TMF-147-22 v2 completion guide sets out the REEFS roles needed, the fields and attachments for each basis, and the workflow: the application is submitted with payment, reviewed by CIMA analysts, and either rejected back to the applicant or approved, in which case an approval letter is emailed and the fund's status changes to terminated. CIMA does not publish a fixed turnaround, so the approval date is not within the fund's control.

Where a service provider is not linked to the fund in REEFS, the guide asks for evidence of its authority, such as an operators' resolution appointing it as deregistration agent.

Records after deregistration

Deregistration does not end every obligation. Records must still be kept for the periods required by the Anti-Money Laundering Regulations (As Revised) and other applicable laws, and FATCA and CRS obligations with the Department for International Tax Cooperation continue until the reporting entity is properly closed. Decide early who will hold the books, investor files and portal access once the service providers stand down.

Frequently asked questions

Is CIMA deregistration the same as liquidating the fund?

No. Deregistration cancels the fund's CIMA licence or registration. Liquidation, strike-off and dissolution deal with the legal entity under the Companies Act or the relevant partnership or trust legislation, and are handled by the Registrar, a liquidator or the Grand Court.

How long does a fund have to notify CIMA?

Under CIMA's Rule, 21 days from the date the fund ceases to carry on business, which is normally the date in the operators' or investors' resolution, or the date a liquidator is appointed.

Can a fund deregister with audits outstanding?

Not unless CIMA has granted an audit exemption. Good standing requires all required audited financial statements to have been submitted.

How is a single segregated portfolio deregistered?

Through REEFS on form TRS-142-99 v2, which covers the termination of a segregated portfolio, series trust or sub-fund.

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. On a deregistration, Bell Rock coordinates the corporate and regulatory workstream: resolutions, affidavits for the operators, the REEFS application and the entity-level next steps. CIMA determines every application. Any voluntary liquidator acts in a personal capacity.

Related reading

• Cayman segregated portfolio companies
• The Cayman private funds regime
• Filing the Fund Annual Return
• Cayman Fund Wind-Down Checklist: Final Dealing Day to Dissolution
• CIMA Registration and Ongoing Obligations for Cayman Funds
• Changing Directors of a CIMA-Regulated Fund: Filings and Timing

For support with closing a regulated fund, see Bell Rock's Cayman liquidation and entity closure services.