CAYMAN ISLANDS Law and Practice Contributed by: Sailaja Alla, Matt Mulry, Maree Martin and James Mossetto, Appleby
• the name of the fund, its registered office address, the date of formation and date of the financial year end; • the place where fund documents and annual reports may be inspected; • the rights and restrictions attaching to equity inter - ests; • subscription and redemption procedures; • distribution policy; • investment objectives, investment policy and investment restrictions; • material risks; • NAV calculation policy; • service providers and material contracts; • remuneration of the operator and service providers; • any conflicts of interest; • power to enter into side letters; • applicable laws and regulations; • the nature and frequency of financial reports and the accounting principles to be adopted; and • biographies of directors/managers/principals/ senior officers of the fund, its general partner or trustee (as applicable) and its investment manager/ adviser. The PFA The PFA does not require a private fund to prepare an offering document. However, CIMA does require, at a minimum, a summary of terms to be filed at the time of registration. Any offering document, market - ing materials or summary of terms used by a private fund must comply with CIMA’s Rule on Contents of Marketing Material – Registered Private Funds. The information required under this Rule is similar to the information required under the Rule on Contents of Offering Documents – Regulated Mutual Funds, which is summarised above. Any offering documents, marketing materials or sum - mary of terms filed with CIMA are not publicly avail - able. Beneficial Ownership Regime On 31 July 2024, the Beneficial Ownership Transpar - ency Act, 2023 (BOTA) and accompanying Regula - tions and Guidance were brought into force. The Ben - eficial Ownership Regime consolidated and replaced the former requirements to maintain a beneficial
ownership register that had been set out in a number of statutes relevant to different entity-types. Mutual funds and private funds that are registered with CIMA can opt to benefit from an alternative route to com - pliance (namely, notification of certain required par - ticulars rather than maintaining a beneficial ownership register (BOR)). Cayman Islands registered funds can nominate a con - tact person to hold up-to-date information on their beneficial owners that can be provided to the rele - vant Cayman Islands authorities within 24 hours of any request. The contact person must be a Cayman Islands fund administrator or other entity licensed by CIMA. Where a contact person is nominated, it is their details that would appear on the fund’s BOR instead of investors or controllers. 2.4 Tax Regime for Funds The Cayman Islands levies no capital gains, income, profits, corporation or withholding taxes (whether on the investment fund or its investors or managers). If the investment fund is incorporated as an exempted company, it can obtain an undertaking from the Cay - man Islands government that it will remain tax-free for up to 30 years; in the case of a limited liability com - pany, exempted trust or exempted limited partnership, the period is up to 50 years. 2.5 Loan Origination No restrictions or special rules apply to the origination of loans by Cayman Islands funds. 2.6 Non-Traditional Assets There are no restrictions on the types of assets in which a Cayman Islands fund may invest, including digital assets, consumer credit and other loan port - folios, cannabis/cannabis-related investments and litigation funding. However, certain Cayman Islands laws would need to be considered when structuring a Cayman Islands fund to ensure compliance in all respects. These include: • the Virtual Asset (Service Providers) Act (the “VASP Act”) in relation to digital assets;
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