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Termination of Cayman vehicles and director registration renewals and cancellations - advance planni


19 October 2022

Cayman Islands

Do you have any Cayman vehicles that you are considering terminating? If so, there are a number of active steps that should be taken before the end of the calendar year in order to reduce or eliminate certain annual fees and costs for 2023.

For funds regulated by CIMA, the regulatory policy on termination has changed regarding the timing of deregistration submissions and as a result the relief that maybe available in relation to 2023 fees for terminating funds has also changed.

Termination options

Voluntary liquidation (safest and most administratively clean termination process)

Where a legal entity has operated or traded, and/or in cases where the entity has entered into third party or commercial transactions over its lifetime, the recommended process to terminate such a vehicle is by way of a voluntary liquidation. This is the preferred route, as once the vehicle has been dissolved by voluntary liquidation, it cannot be legally re-instated by any interested party, except in very limited circumstances where the liquidation is deemed  fraudulent.

For Cayman Islands companies, our affiliated corporate administration business, Ogier Global, can act as voluntary liquidator. This is recommended due to the number of statutory obligations on the appointed voluntary liquidator, and also to optimise administrative efficiency.

For Cayman Islands partnerships, typically the general partner will act as voluntary liquidator in accordance with the terms of the limited partnership agreement. Ogier Global can provide assistance to the general partner to ensure all statutory obligations as liquidator are properly met and the most efficient approach is taken. However, if the general partner is unable or unwilling to act, Ogier Global can act as voluntary liquidator.

For entities that are not regulated by the Cayman Islands Monetary Authority (CIMA) or for entities that have completed CIMA de-registration process, in order to avoid annual fees becoming due for 2023, we recommend being in a position to commence the liquidation before the end of November 2022. The statutory liquidation documentation must be filed and published with sufficient time for the final general meetings to be held allowing for the statutory notice periods and final returns submitted to the authorities no later than the end of January 2023. In addition to the potential savings of government annual fees and service provider fees, commencement of liquidation prior to the end of the year may remove the need for other regulatory filing and reporting obligations.

We recommend commencing the termination process as soon as possible in order to avoid annual government registration and registered office fees for 2023 from being incurred.

Strike off (quickest termination process but risk of future liability/claims)

Where an entity is dormant and/or has never traded, it may be suitable to terminate by way of strike-off. This process is more cost effective and quicker than voluntary liquidation, but it has the downside that it lacks the finality of voluntary liquidation, as any interested party who is aggrieved by the strike-off may apply for the entity to be re-instated for a period of up to 10 years after the strike-off date.

For companies, for example, action can then be taken against a former director, carrying the risk of personal liability for that director for any unsatisfied claims. Similarly for partnerships, a successful claimant may, for example, be able to clawback distributions previously made to limited partners. For this reason we do not recommend this option where the entity in question has taken in external investors and/or traded.

Additional considerations for Cayman funds registered with CIMA


Cayman entities that are registered with CIMA as regulated mutual or private funds are required to pay annual license fees to CIMA for each calendar year in which they are registered. Following amendments by CIMA to the regulatory procedures on termination, effective August 2022 (see our briefing: CIMA publishes revised regulatory procedures for deregistration of Cayman Islands regulated funds), there is no longer any relief in relation to annual license fees available for an entity which is in the process of terminating its license.

In order to avoid 2023 CIMA fees from falling due, a mutual fund or a private fund must have completed all deregistration obligations before 31 December 2022 prior to submitting their formal deregistration application by that date. This would require completion of the final audit, including settlement of the final holdback payments to investors, and submission of the related Fund Annual Return (FAR) to CIMA. We would recommend being in a position to submit this application well before the 31 December deadline in order to deal with any issues upon filing.

In cases where a fund has ceased to trade or has terminated within 2022, but is either not able to return the proceeds to investors, nor complete the final audit before the end of 2022, then 2023 CIMA license fees will be payable in full.

Director registration and licensing

Under the Directors Registration and Licensing Act (Revised) (DRLA), a director of a "covered entity", such as mutual funds regulated by CIMA (but not private funds) or a Cayman investments manager registered as a "registered person" under the Securities Investment Business Act, must be registered with CIMA under the DRLA.

Should you renew or cancel your registration?

Renewal: you must pay 2023 renewal fees if, as at 1 January 2023, you will remain appointed as a director of a covered entity for some or all of 2023 (this includes where a covered entity has not completed its de-registration process with CIMA on or before 31 December 2022).

Cancellation: you must cancel your registration on or before 31 December 2022 if you wish to avoid 2023 annual fees, but you may only cancel your registration if you have resigned or been removed as a director, or because the covered entity has successfully completed its de-registration from CIMA on or before 31 December 2022.

You may choose to pay renewal fees even though you will not remain appointed as a director of a covered entity as at 1 January 2023, if you know or expect that you will be appointed as director of a covered entity during 2023.

What are the fees and deadlines for payment?

Renewal: payment of US$853.65 must be made on or before 15 January 2023. Payments received after 15 January 2023 will incur penalties. Accordingly, renewals should be addressed as soon as possible.

Cancellation: de-registration and the payment of the cancellation fee of US$731.71 must be completed on or before 31 December 2022. If payment of the cancellation fee is received after that date CIMA will charge full registration fees for 2023 (without any offset) and penalties will accrue if such registration fees are not then paid in full on or on or before 15 January 2023.

How to renew or cancel?


  • Log on to CIMA's portal by using the login credentials previously supplied to you on registration. If you have forgotten your password, please use your email and the “forgot password” link on the home page to reset.
  • Follow the instructions to make your payment. 


  • Log on to CIMA's portal by using the login credentials previously supplied to you on registration. If you have forgotten your password, please use your email and the “forgot password” link on the home page to reset.
  • Select "Manage Directorships" and follow the instructions to remove the director, including uploading a resignation letter. Once payment of the de-registration fee has been made select "surrender" and confirm that:

(a)           the director has resigned from all covered entities;

(b)           the director no longer plans to act as a director on covered entities; and

(c)           if the director would like to act on any other covered entity or wish to resume directorship services in future, the director will need to re-apply for registration.

Ogier can provide a sample letter of resignation or more general assistance in completing the process if required.


Penalties may become payable under Cayman's Administrative Fines Regime whereby CIMA may impose administrative fines upon individuals and entities who are in breach of certain prescribed regulatory laws, including the DRLA.

Directors that are registered with CIMA should note that if they fail to inform CIMA of any change in their information provided to CIMA within 21 days of the change (eg ceasing to act as a director of a fund), this would be categorised as a serious breach. Failure to pay the annual director registration fee with CIMA by 15 January 2023 would be categorised as a minor breach, subject to further fines for each month that the annual fee is not paid.

It should be noted that the failure of a relevant director to renew their DRLA registration may also have an effect on any covered entity to which such director is appointed.  It may affect the good standing of the relevant covered entity and may lead to that covering entity receiving breach notices itself, with some breaches being categorised as a very serious breach, attracting a substantial administrative fine. Accordingly, we would advise that directors address the requirements for renewal of their registrations as soon as possible.

How can Ogier help?

If you require assistance with the termination of a Cayman Islands vehicle, or have any questions around the potential savings for 2023 fees, please speak to your usual Ogier contact or a member of our team listed here.

For further details of the liquidation and other fiduciary services provided by Ogier Global please see our brochure here.

About Ogier

Ogier is a professional services firm with the knowledge and expertise to handle the most demanding and complex transactions and provide expert, efficient and cost-effective services to all our clients. We regularly win awards for the quality of our client service, our work and our people.


This client briefing has been prepared for clients and professional associates of Ogier. The information and expressions of opinion which it contains are not intended to be a comprehensive study or to provide legal advice and should not be treated as a substitute for specific advice concerning individual situations.

Regulatory information can be found under Legal Notice

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