Comparison of Bermuda, Cayman Islands and British Virgin Islands Funds
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Preface
This publication has been prepared for the assistance of those who are considering the formation of a
fund in an offshore jurisdiction such as Bermuda, the British Virgin Islands (“BVI”) or the Cayman
Islands (“Cayman”).
This publication deals in broad terms with the requirements of each jurisdiction for the establishment
and operation of a fund. It is not intended to be exhaustive, but merely to provide brief details and
information, which, we hope, will be of use to our clients. We have separate publications dealing
with each jurisdiction, which can be provided upon request. We recommend that our clients seek
legal advice in relation to each jurisdiction on their specific proposals before taking steps to
implement them.
Before proceeding with the incorporation of a fund in any of the jurisdictions, persons are advised to
consult their tax, legal and other professional advisors in their respective jurisdiction.
Conyers Dill & Pearman
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TABLE OF CONTENTS 1. INTRODUCTION 2. FUND VEHICLES 3. FUND CATEGORIES: UNRELATED 4. FUND CATEGORIES: REGISTERED 5. FUND CATEGORIES: REGULATED 6. ESTABLISHMENT PROCEDURE 7. ORGANISATION COSTS 8. UNIT TRUSTS 9. LIMITED PARTNERSHIPS 10. PROSPECTUSES 11. FUNCTIONARIES 12. ANTI-MONEY LAUNDERING AND TERRORIST FINANCING 13. REPORTING REQUIREMENTS 14. REPORTING REQUIREMENTS: FINANCIAL 15. LOCAL REQUIREMENTS: COMPANIES 16. MANAGEMENT: COMPANIES
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BERMUDA CAYMAN B.V.I.
1. INTRODUCTION
As the establishment of investment funds, mutual funds and hedge funds in offshore jurisdictions continues to grow, it
is becoming increasingly important to understand the advantages offered by each jurisdiction. Conyers Dill & Pearman
has offices in each of Bermuda, the BVI and Cayman and is able to advise on the establishment of funds in each of these
three jurisdictions. The purpose of this comparison is to help our clients identify which jurisdiction best suits their legal
and commercial requirements.
2. FUND VEHICLES
A fund may be a company, segregated
accounts company, limited liability
company, unit trust or limited
partnership.
A fund may be a company, segregated
portfolio company, limited liability
company, unit trust or partnership.
A fund may be a business
company, segregated portfolio
company, unit trust, partnership or
other body.
3. FUND CATEGORIES: UNREGULATED
1. Unregulated Funds
E.g. private funds/excluded funds
including master funds with less
than 20 investors and which do not
promote themselves to the public
generally. (No requirement that
investors be able to remove fund
operator(s) (i.e. directors, general
partner or trustee as applicable))
E.g. closed-ended funds such as
private equity funds which are not
subject to the provisions of the IFA
(defined below)
No filing fees for Master Funds or
other authorization expenses if such
Master Fund has less than 20
registered investors.
Application fee: zero
1. Unregulated Funds
E.g. private funds set up for a max.
of 15 investors and the majority of
investors (whether voting or non
voting) can appoint and remove
fund operator(s) (i.e. directors,
general partner or trustee as
applicable) (exemption from
licensing and registration not
available for Master Funds (see
below))
E.g. closed-ended funds such as
private equity funds and certain
overseas funds
Application fee: zero
1. Unregulated Funds
E.g. closed-ended funds such as
private equity funds
Application fee: zero
4. FUND CATEGORIES: REGISTERED
Legislation:
Investment Funds Act 2006 (the
“IFA”)
1. Class A Exempt Funds
Open to ‘qualified participants’ (e.g.
sophisticated investors) and
investment managers with certain
qualifications (see below).
No regulatory approval required;
filing only.
Application Fee: US$1,545
Annual Fee: US$1,545
Legislation:
The Mutual Funds Law (2015
Revision) (the “Law”)
1. Registered Funds
Set up for min. investment of
US$100,000 or interests listed on a
recognised stock exchange.
Application Fee: CI$3,500/US$4,270
Annual Fee: CI$3,500/US$4,270
Legislation:
Securities and Investment Business
Act (“SIBA”)
1. Incubator Funds
Set up for max. of 20 investors, each
of which must invest at least
US$20,000
Application Fee for Approval: US$1,500
Annual Renewal Fee: US$1,000
2. Approved Funds
Set up for up to 20 investors.
Net assets under management must
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BERMUDA CAYMAN B.V.I.
2. Class B Exempt Funds
Only open to qualified participants.
Application Fee: US$1,030
Annual Fee: US$1,030
not exceed US$20 million.
Application Fee for Approval: US$1,500
Annual Renewal Fee: US$1,000
3. Private Funds
Set up for max. of 50 investors or
interests offered on private basis
only.
Application Fee for Recognition:
US$700
Initial Fee on Recognition:
US$1,000 (on or before June 30 in any
year; US$500 thereafter)
Annual Renewal Fee: US$1,000
5. FUND CATEGORIES: REGULATED
Legislation:
Investment Funds Act 2006 (the
“IFA”)
1. Institutional Funds
Only open to qualified participants
or set up for min. investment of
$100,000.
Application Fee: US$855
Annual Fee: US$968
2. Standard Funds
Generally retail funds
All other funds not otherwise
classified or exempted/excluded.
Application Fee: US$855
Annual Fee: US$1,535
3. Administered Funds
Requires the appointment of a fund
administrator recognized by the
Bermuda Monetary Authority
(“BMA”) and either (i) a minimum
investment of US$50,000; or (ii) fund
interests listed on a BMA recognised
stock exchange.
IFA licensed administrator.
Application Fee: US$855
Annual Fee: US$968
Legislation:
The Mutual Funds Law (2015
Revision) (the “Law”)
1. Administered Funds
Licensed Cayman administrator
appointed to provide principal
office.
Application Fee: CI$3,500/US$4,270
Annual Fee: CI$3,500/US$4,270
2. Licensed Funds
Licensed as a regulated fund by the
Cayman Islands Monetary
Authority (“CIMA”).
Application Fee: CI$3,500/US$4,270
Annual Fee: CI$3,500/US$4,270
Legislation:
Securities and Investment Business
Act (“SIBA”)
1. Professional Funds
Only open to “professional
investors” and set up for min.
investment of $100,000 (unless an
“exempted investor” i.e. the
manager, promoter and their
employees, the administrator or the
underwriter).
Application Fee for Recognition:
US$700
Initial Fee on Recognition:
US$1,000 (on or before June 30 in any
year; US$500 thereafter)
Annual Renewal Fee: US$1,000
2. Public Fund
(business company or unit trust)
May offer interests to the public in
accordance with SIBA.
Application Fee for Registration:
US$700
Initial Fee on Registration:
US$1,500 (on or before June 30 in any
year; US$750 thereafter)
Annual Renewal Fee: $1,500
Specified Jurisdiction Funds (Japan)
Recognised to be marketed to the
Japanese public.
Based on a “Standard Fund”
structure
Master Funds
Has one or more regulated feeder
funds (i.e. mutual funds that
conduct more than 51% of their
investing through another mutual
Recognised Foreign Funds
Overseas funds already regulated
and supervised by an FSC (Financial
Services Commission) approved
jurisdiction may be recognised in
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Application Fee: US$855
Annual Fee: US$1,535
fund).
Application Fee: CI$2,500/US$3,050
Annual Fee: CI$2,500/US$3,050
the BVI.
Application Fee for Recognition:
US$700
Initial Fee on Recognition:
$1,000 (on or before June 30 in any year;
$500 thereafter)
Annual Renewal Fee: $1,000
6. ESTABLISHMENT PROCEDURE
Filing to incorporate made with the
Registrar of Companies.
Incorporation can generally be
completed within 24-48 hours after
collection of due diligence
documentation.
Bye-laws, prospectus and
agreements must be finalised before
launch.
Registered Funds:
(1) Class A Exempt Funds: Filing with
BMA of a confirmation of eligibility
certificate and offering
memorandum. No further
approvals or requirements.
(2) Class B Exempt Funds: Filing with
BMA of an offering memorandum.
BMA approval of exemption must
be obtained before launch (approx.
5 days).
Regulated Funds: BMA approval of
authorisation and appointment of
service providers must be obtained
before launch (approx. 5 days)
Filing for incorporation made to
Registrar of Companies.
Incorporation can generally be
completed within 24-48 hours after
collection of due diligence
documentation.
Articles of association, prospectus
and agreements must be finalised
before CIMA filing and launch.
Registered and Regulated Funds:
CIMA will generally confirm
approval of registration within 5
days.
Filing for incorporation made to
Registrar of Corporate Affairs.
Incorporation can generally be
completed within 24-48 hours after
the memorandum and articles are in
final form.
For Private and Public Funds,
prospectus and various agreements
must be finalised and government
approvals received before launch.
Incubator and Approved Funds may
commence business 2 clear business
days after submitting a completed
application.
Private/Public Funds: must apply to
be recognised/registered by the FSC
before launch (approx. 14 days).
Professional Funds: may carry on
business up to 21 days prior to being
recognised (provided that an
application for recognition as a
professional fund is submitted
within 14 days of commencing
business).
7. ORGANISATION COSTS*
Incorporation Cost1: US$2,510
(including filing fee and first year annual
government fee)
Annual Gov Fee: US$2,095 for companies
with an authorized share capital of
US$12,000
Partnership Cost2: US$2,765
(including filing fee and first year annual
Incorporation Cost3: US$1,585
(including filing fee and first year annual
gov fee)
Annual Gov Fee: US$854 for companies
with authorised capital of up to
US$50,000
Partnership Cost4: US$2,682
(including filing fee and first year annual
Incorporation Cost: US$1,435
(including filing fee and first year annual
gov fee)
Annual Gov Fee: US$450 for companies
authorised to issue up to 50,000 shares or
with authorised share capital of up to
US$50,000
Partnership Cost: US$1,735
(including filing fee and first year annual
1 A tax assurance can be obtained for US$195. 2 A tax assurance can be obtained for US$195. 3 A tax exemption undertaking can be obtained for US$1,985. 4 A tax exemption undertaking can be obtained fo US$1,954.
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gov fee)
Annual Gov Fee: US$2,350
Unit Trust Registration and Annual Gov
Fee per Unit Trust: US$3,050
Segregated Accounts Company
Registration Fee: US$295
Fee per Segregated Account: US$295 (up
to a maximum of US$1,180 i.e. 4
accounts; thereafter zero per account)
gov fee)
Annual Gov Fee: US$1,464
Annual Gov Fee (if not regulated):
US$2,440
Unit Trust Registration: US$1,000
Annual Gov Fee: US$610
Segregated Portfolio Company Fee:
Registration fee: US$610
Fee per Portfolio: US$366
(up to maximum of US$1,830)
Mutual Fund SPCs pay an additional
US$305 per portfolio
(up to a maximum of 25 portfolios)
gov fee)
Annual Gov Fee: US$750
Unit Trust Establishment Fee: US$200
Annual Fee: zero
Segregated Portfolio Company
Application Fee: US$1,500
Application Fee per Portfolio: US$350
Annual Fee: US$1,500
Annual Fee per Portfolio5: US$350
*The costs listed do not include legal or service fees charged by service providers, which vary depending on the specific
facts of the matter. Please contact any of our offices for a fee estimate for your particular matter.
8. UNIT TRUSTS: Legal Nature, Establishment Procedure & Local Requirements
Not a separate legal entity.
Only trustee can enter into
contracts, sue and be sued.
Each investor does not have an
entitlement to the specific
investments comprised in the
trust fund, but just the right to
redeem his share in its assets,
known as a “unit”, for cash at a
price based on the value of the
investments.
Not a separate legal entity.
Only trustee can enter into
contracts, sue and be sued.
Each investor does not have an
entitlement to the specific
investments comprised in the
trust fund, but just the right to
redeem his share in its assets,
known as a “unit”, for cash at a
price based on the value of the
investments.
Not a separate legal entity.
Only trustee can enter into
contracts, sue and, unless section
97 Trustee Act is applied to the
trust, be sued. If section 97 is so
applied, trustee has no personal
liability to counterparty on
transaction properly entered into
in disclosed or known fiduciary
capacity and counterparty
effectively afforded right to
proceed against fund directly.
Each investor does not have an
entitlement to the specific
investments comprised in the
trust fund, but just the right to
redeem his share in its assets,
known as a “unit”, for cash at a
price based on the value of the
investments.
If open-ended and more than 20
investors, apply to BMA for
exemption/classification (approx.
5 days).
If satisfies requirements for a
If relevant, apply to CIMA for
regulation as a mutual fund
under the Law (approx. 5 days).
Apply to the FSC for registration
as a mutual fund under SIBA
(approx. 14 days).
5 Subject to 50% discount for the initial year if approval on or after July 1st); provided the total annual fee payable by an SPC will not exceed US$10,000 in any year.
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Class A Exempt Fund, make filing
with BMA under IFA to complete
registration.
The unit trust must have a
Bermuda nexus, e.g. a Bermuda
functionary, trustee or resident
representative.
The trustee of a Cayman unit
trust will typically be a trust
company under the Banks and
Trust Companies Law (as
amended).
A unit trust may also itself be
registered in Cayman with the
Registrar of Trusts as an
“exempted” trust pursuant to
Section 74 of the Trusts Law. Note
that in the case of an exempted
trust, the beneficiaries should not
include a person resident or likely
to be resident or domiciled in
Cayman.
A unit trust registered as a Public
Fund, must have a BVI company
as a trustee.
9. LIMITED PARTNERSHIPS: Legal Nature, Establishment Procedure & Local Requirements
Separate legal personality
available.
Can carry on business, sue and be
sued in partnership name and is
legally independent of its
partners.
No separate legal personality
available.
Can carry on business, sue and be
sued in partnership name.
Separate legal personality
available.
Can carry on business, sue and be
sued in partnership name.
Application made to Registrar of
Companies to form; particulars of
the partnership required (approx.
24-48 hours).
Once organized, the general
partner files certificates of limited
and exempted partnership to
register the partnership.
Registrar of Companies issues
certificate of registration (approx.
24-48 hours).
General partner submits to
Registrar of Exempted Limited
Partnerships a statement setting
out particulars of the partnership
and a declaration that the
partnership will not undertake
business with the Cayman public
save as permitted.
Registrar issues certificate of
registration (approx.4-5 days; 24
hours for an additional fee of
CI$400/US$500).
The proposed local registered
agent files (a) a statement signed
by or on behalf of each general
partner specifying (i) the name of
the limited partnership and its
foreign character name (if
applicable), (ii) the address of the
registered office of the limited
partnership, (iii) the name and
address of the registered agent of
the limited partnership, (iv) the
name and address of each general
partner and (v) the term for
which the partnership is entered
into or, if for unlimited duration,
a statement to that effect, (b) if the
general partners wish to elect that
the limited partnership shall not
have legal personality, a
declaration to this effect signed by
or on behalf of each general
partner, and (c) a signed consent
to act as registered agent.
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Registrar of Limited Partnerships
issues a certificate of registration,
which shall state whether or not
the limited partnership has legal
personality. (approx. 14 days).
The limited partnership is formed
on the date specified in the
certificate.
No local connection required for
general partner(s) (i.e. general
partner formed in other
jurisdiction can be used without
further qualification or fees being
payable in Bermuda..
Must appoint resident
representative and have Bermuda
registered office.
Must have at least 1 general
partner with a local connection to
Cayman.
Must have Cayman registered
office.
Must file annual statement of
prescribed partnership particulars
and declaration that the
partnership will not undertake
business with the Cayman public
save as permitted.
No local connection required for
general partner(s).
Must appoint registered agent in
the BVI and have a BVI registered
office.
Must maintain records of account
and a register of partnership
interests, which are open to
inspection by limited partners
only.
The certificates of exempted and
limited partnership are available
for public inspection.
Subject to partnership agreement,
limited partners are entitled to
full information regarding the
state of the business and financial
condition of the partnership.
The register of partnership
interests is available for public
inspection with the consent of the
general partner. For a fee, the
public can obtain a copy of the
certificate of registration or any
registered statement filed in
respect of the partnership.
Must maintain financial records
and underlying documents,
including accounts, and registers
of general and limited partners
which are open to inspection by
limited partners.
The register of limited
partnerships and the register of
registered charges are available
for public inspection.
The partnership agreement can
set out transfer/withdrawal
restrictions (if any).
The partnership agreement can
set out transfer/withdrawal
restrictions (if any).
The Limited Partnership Act
provides that, subject to the
limited partnership agreement, (i)
a limited partner shall not except
with the prior written consent of
the general partners and (ii) a
general partner may with the
prior written consent of any
general partner, assign, transfer,
grant a security interest over or
otherwise dispose of all or any
part of the partner’s partnership
interest to another person.
10. PROSPECTUSES
Unless accepted by a competent
regulatory authority (BMA is a
Registered and Regulated Funds
must file a copy with CIMA together
Public Funds: must apply and
register a copy with the FSC.
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competent regulatory authority) or
appointed stock exchange, or subject
to a direction to disapply filing
requirement, copy must be filed
with Registrar of Companies.
Filing Fee: US$95
Must contain particulars set out in
the Companies Act 1981 (for fund
companies) and the IFA (unless
unregulated/ exempted).
Master Funds: not required to
adopt or file an offering document.
with statutory particulars.
Administrative fee for filing for
registration of a fund or master fund
CI$300/US$366
Master Funds: not required to adopt
or file a separate offering document.
Application Fee: US$250
Registration Fee: US$500 (or US$250 for
an amendment)
Professional/Private Funds: required
to submit a copy which must
contain a prescribed form of
investment warning, or if permitted
by the FSC, can avoid submitting
but must provide each investor with
a separate document containing the
investment warning.
11. FUNCTIONARIES
Except for Unregulated Funds, must
appoint:
Investment manager
Administrator
Auditor
Custodian or Prime Broker
(NB: Except for Standard Funds, none
of the above need be resident in
Bermuda if there is some other
Bermuda nexus e.g. a Bermuda
director, secretary or resident
representative). Waivers of
appointment of Custodian and/or
Prime Broker are available.
Will typically appoint:
Investment manager
Custodian/Prime Broker
Administrator
Auditor
Private/Regulated Funds: must
appoint (unless exempted):
Investment manager
Administrator
Custodian
Auditor
(NB: for Private/Professional Funds,
custodian must be independent from
the manager/administrator unless
there are sufficient systems to ensure
functional independence)
Approved Fund must appoint an
administrator.
Class A Exempt Funds: investment
manager must be regulated by an
acceptable regulator or manage at
least US$100 million (either
individually or as part of a group).
Standard Funds: if administrator
does not carry on administration
business in Bermuda, custodian
must be licensed by the BMA.
Registered and Regulated Funds:
depending on the type of fund, may
be obliged to appoint a licensed
mutual fund administrator which
must comply with certain
obligations and duties pursuant to
the Law.
Private/Professional Funds: FSC can
exempt from requirement to have a
manager, custodian or auditor.
Public Funds: FSC can exempt from
requirement to have a custodian.
Certain terms, limitations,
restrictions, or conditions that may
be placed on a certificate of
approval/recognition/ registration
will not arise in principle when
appointed functionaries are
incorporated in BVI, a “recognised”
jurisdiction under SIBA, or a
jurisdiction acceptable to the FSC.
12. ANTI MONEY-LAUNDERING AND TERRORIST FINANCING
Investment fund operators are
required to appoint a Money
Laundering Reporting Officer and
Compliance Officer to whom reports
should be made and who shall have
responsibility to make reports to the
Funds, both registered and
unregistered, carrying on "relevant
financial business" are required to
have in place anti-money
laundering reporting and
compliance procedures and must
Funds must comply with relevant
anti-money laundering legislation
and regulations including the
requirement to have an anti-money
laundering reporting officer
(“MLRO”). The MLRO does not
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Financial Intelligence Agency when
suspicious circumstances require.
One individual can fulfil both roles.
The Fund must adopt a formal
policy in relation to the prevention
and detection of money laundering
and terrorist financing which must
be supplied to and approved by the
BMA.
The BMA is notified and must
approve the Reporting and
Compliance Officer.
appoint a Compliance Officer,
Money Laundering Reporting
Officer and Deputy Money
Laundering Reporting Officer (such
roles can be undertaken internally
or delegated to a third party service
provider).
Internal reporting procedures must
be in place to (1) identify and report
suspicious activity; (2) monitor and
ensure internal compliance with
laws relating to money laundering;
and (3) test the AML/CFT system
consistent with the Regulations and
the Guidance Notes. Registered and
regulated funds must notify CIMA
of their AML officer appointees.
need to be an employee but should
be based in a “Recognised
Jurisdiction”.
The Anti-Money Laundering
Regulations apply to regulated
persons including mutual funds and
their managers and administrators.
The Regulations require such
persons to maintain client
identification procedures, keep
“know your client” and suspicious
transactions records, establish
internal reporting procedures for
suspicious transactions and have in
place internal controls and
communication procedures
appropriate for preventing money
laundering, as well as provide
adequate training for staff on their
anti-money laundering obligations.
Such persons must submit for the
approval of the Financial
Investigation Agency such
identification, record keeping,
internal reporting and internal
controls and communication
procedures.
The Anti-Money Laundering and
Terrorist Financing Code of Practice
offers guidance and favours a ‘risk
based approach’ to establishing
internal policies, subject to certain
specific requirements enumerated
within it. The Code addresses in
detail the requirements of the law,
as they pertain to internal systems
and controls, and requires that
businesses provide to the FSC a
copy of such internal policies for
approval.
13. REPORTING REQUIREMENTS
Annual submission of statement
confirming compliance with the
IFA, fund rules and fund prospectus
rules to BMA, as applicable.
Regulated Funds: BMA approval
needed for any proposal to replace a
director or a service provider and
Advise CIMA of changes of
directors and service providers.
Registered and Regulated Funds:
file an amended offering document
or statutory particulars if there is a
material change with CIMA.
Filing Fee: CI$300/US$366
Incubator/Approved Funds:
notification to FSC of any change to
the information provided in the
application for approval or any
matter which has or is likely to have
a material impact.
Registered/Professional Funds:
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for any material changes to
prospectus/offering document.
Material Changes Application: US$258
Class A Exempt Funds: annual
compliance statement to BMA that
the fund continues to qualify for
exemption and outlining any
material changes to
prospectus/offering document.
Class B Exempt Funds: annual
compliance statement to BMA. BMA
approval required for any proposal
to replace a director or a service
provider.
Standard Funds: monthly reports on
share activity to BMA.
Institutional/Administered Funds:
quarterly reports on share activity to
BMA.
Amendments or Supplements to
Prospectus: CI$100/US$122
Registered and Regulated Funds:
file annual return with CIMA.
annual returns must be submitted to
the FSC. Incubator Funds must
submit semi-annual returns
confirming continuing eligibility as
an incubator fund. If an incubator
fund or approved fund exceeds the
threshold on net assets or number of
investors over 2 consecutive
months, it must apply to convert
into a private or professional fund
or an approved fund (if it is an
incubator fund), a closed-ended
fund or commence liquidating the
fund.
Private/Regulated Funds:
notification to FSC of a new or
amended offering document,
change in business address or
amendments to constitutional
documents.
Incubator/Approved Funds:
notification to FSC of change in
authorised representative, director
(if number falls below 2) or
administrator (Approved Funds
only).
Public Funds: FSC approval needed
for any material changes to
prospectus or structure (including
change of director, functionary or
auditor).
Private/Professional Funds:
notification to FSC of any change in
director, authorised representative,
functionary or auditor. (NB: no
notification required if a functionary
resigns, is terminated or otherwise
ceases to act and a replacement is
appointed within 7 days)
14. REPORTING REQUIREMENTS: FINANCIAL
Distribution of financial report to
investors including copies of
audited financial statements.
Registered Funds only: Filing of
annual audited accounts with BMA
required.
Generally accepted accounting
Registered and Regulated Funds
(including regulated Master Funds):
annual audited accounts filed with
CIMA (unless exemption is
granted).
Accounts must have local Cayman
auditor sign off.
Private/Regulated Funds: copy of
audited financial statements
provided to FSC.
International Financing Reporting
Standards promulgated by the
International Account Standards
Board, UK GAAP, US GAAP,
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BERMUDA CAYMAN B.V.I.
principles and generally accepted
auditing standards of any
jurisdiction can apply.
No requirement to have local
auditor sign off of audited financial
statements.
Canadian GAAP or internationally
recognised and equivalent generally
accepted account standards apply.
15. LOCAL REQUIREMENTS: COMPANIES
Must maintain a Bermuda registered
office.
Must appoint a registrar to maintain
a register of participants in Bermuda
(although overseas sub-register or
branch is permissible).
No local director required (if
secretary or resident representative
in Bermuda).
Must maintain a Cayman registered
office.
No local director required.
Must maintain a BVI registered
office and registered agent.
Must appoint an “authorised
representative” being a BVI entity or
individual certified by the FSC for
such purpose to act as a liaison
between the FSC and the licensee
and maintain records.
No local director required.
16. MANAGEMENT: COMPANIES
Must have at least 2 directors (which
must be individuals) and a
secretary; if one of these is not
ordinarily resident in Bermuda,
must appoint a resident
representative.
Secretary and/or resident
representative can be an individual
or company.
Must have at least 2 individual
directors.
Corporate directors are permitted
in certain circumstances.
Registered/Professional Funds: must
have at least 2 directors; 1 must be
an individual.
Public Funds: must have at least 2
directors; cannot have corporate
directors.
Registered and Regulated Funds:
auditor must be acceptable to BMA
but is not required to be based in
Bermuda.
Unregulated Funds: auditor not
required.
Registered and Regulated Funds:
auditor must be a CIMA-approved
firm based in Cayman.
Unregulated Funds: auditor not
required.
Registered/Professional Funds:
auditor must satisfy requirements of
SIBA and the BVI Regulatory Code.
FSC can exempt requirement to
have an auditor.
Public Funds: auditor must be
specifically approved by the FSC.
There is no requirement to hold
board meetings or, if waived by a
shareholder resolution, an annual
general meeting.
Any such meetings need not be held
in Bermuda.
CIMA recommends board meetings
at least twice per year.
Any such meetings need not be held
in Cayman.
There is no requirement to hold
board meetings or an annual general
meeting.
Any such meetings need not be held
in the BVI.
Page 14 of 14
This publication should not be construed as legal advice and is not intended to be relied upon
in relation to any specific matter. It deals in broad terms only and is intended merely to
provide a brief overview and give general information.
© Conyers Dill & Pearman, January 2019
www.conyersdill.com