Acting as non-executive directors to Cayman entities including those subject to the Economic Substance Law. This requires relevant entities (carrying out relevant activities) to conduct meetings of the board of directors in the Cayman Islands at adequate frequencies given the level of decision making required, associated minutes and records to be kept in the Cayman Islands and a quorum to be present in the Cayman Islands during the meetings.
Each person acting as a non-executive director is individually licensed by the Cayman Islands Monetary Authority and under the Directors Registration & Licensing Law. The non-executive director role includes attendance at board meetings, commenting on third party agreements, assisting with fund compliance with legislation, managing conflicts of interest, exercising independent judgment, overseeing fund service providers, liaising with regulators, maintaining good corporate governance structure for fund, review of net asset value, review of monthly reports from investment manager and administrator, review of audited financial statements, onsite visits to complete operational due diligence checks.
Assisting with entity restructuring and change of domicile
There are various restructuring options. Stand-alone structures converting to master-feeder, changes in service providers, change in officers or changes in shareholding. This may involve in-kind redemptions, consideration of side pockets or designated investments and review of complex provisions of shareholder agreements in order to achieve your restructuring goal.
Existing Cayman Islands companies may also wish to transfer to another jurisdiction or companies outside the Cayman Islands may wish to change their jurisdiction to the Cayman Islands. We assist with the entire transfer process and where the company is transferring to the Cayman Islands from another jurisdiction, we assist with the necessary document amendments to ensure a successful transfer to the Cayman Islands and further registration as a mutual fund if necessary.
Acting as voluntary liquidator
Often, we act as voluntary liquidators to terminate solvent entities (non-contentious). This involves consideration of realisation of assets, settlement of liabilities and distributions to shareholders. We also manage the publication of regulatory notices and completion of required, statutory filings.
Assisting with regulatory compliance under the Economic Substance Law, Anti-money laundering regulations and other applicable policies.
We assist with the initial analysis to determine whether your Cayman entity falls within the scope of the Economic Substance Law (which requires relevant entities to be directed and managed in the Cayman Islands) or within the scope of the Cayman Islands Beneficial Owner Regime (which requires companies to establish beneficial ownership registers and take steps to identify beneficial owners). We advise on the necessary requirements and where an exemption applies, we prepare the written confirmation of exemption for regulatory filing with the Cayman Islands competent authority.
In relation to AML officers required under the Cayman Islands Anti-money laundering regime, we are available to fulfill the roles of anti-money laundering compliance officer, money laundering reporting officer and deputy money laundering reporting officer.
Assisting with launch documentation
We provide initial comments on draft fund documentation, subscription forms, redemption notices, administration agreements, investment management agreements, auditor engagement letters and other contractual agreements to be entered into between the investment fund and third parties.
Critical things are in the fine print and we help you find them.