Companies Management Regulations

COMPANIES MANAGEMENT REGULATIONS PUBLISHING DETAILS Revised under the authority of the Law Revision Act (2020 Revision) The Companies Management Regulations, 2000 made the 23rd May, 2000 Consolidated with — Companies Management (Amendment) (Licence Applications) Regulations, 2001 made the 12th April, 2001 Companies Management (Amendment) (Fees) Regulations, 2001 made the 29th May, 2001 Companies Management (Amendment) Regulations, 2002 made the 10th January, Companies Management (Amendment) (No. 2) Regulations, 2002 made the 9th July, 2002 Companies Management (Amendment) (No. 3) Regulations, 2002 made the 17th September, 2002 Companies Management (Amendment) Regulations, 2012 made the 13th November, 2012 Companies Management (Amendment) Regulations, 2024 made the 17th December, 2024 Consolidated and revised this 31st day of December, 2025. Note (not forming part of these Regulations): This revision replaces the 2018 Revision which should now be discarded. Arrangement of Regulations Arrangement of Regulations Regulation 1A. Form of Companies Management Licence under section 5 of the principal Act. Table of Fees Regulation 1 Citation These regulations may be cited as the Companies Management Regulations (2026 Revision). 1A. Definitions 1A. In these regulations — “principal Act” means the Companies Management Act (2025 Revision). Form of application An application for a licence under section 5(1) shall include the information specified in Schedule 1. Form of licence A licence granted under section 5(3) shall be in the form set out in Schedule 2. Fees The prescribed fee for the purpose of a provision of the principal Act specified in column 2 of the table of fees set out in Schedule 3 is the amount specified in column 4 opposite that provision. (regulation 3) Information to be provided by a company making application under section 5(3) of the principal Act for the issue of a licence to carry on the business of company management. The name of the person or persons (the “applicant”) in respect of which the licence is sought. The address of the principal or registered office of the applicant. If the applicant is a company to which Part 9 of the Companies Act (2026 Revision) applies, the name and addresses of some one or more persons authorised under that Act to accept service on its behalf of process or notices. If the applicant is a company, a copy, certified and authenticated under the public seal of the country, city or other place where it is incorporated or certified by a notary public therein, and, if not written in the English language, a certified English translation thereof, of each of — (a) its Certificate of Incorporation (by whatever name called); and (b) its Memorandum and Articles of Association, or other constitutive documents (by whatever name called). If the applicant is a natural person — (a) (i) a questionnaire approved by the Authority and completed by the applicant; (ii) not less than three references acceptable to the Authority, including one character reference for the applicant, and one reference verifying the good financial standing of the applicant and a police or other certificate satisfactory to the Authority that the applicant has not been convicted of a serious crime or any offence involving dishonesty; and (iii) evidence acceptable to the Authority of the applicant’s professional knowledge of, and experience in, the business of company management; (b) (i) details of the applicant’s current business activities, if any, and the proposed business activities if the licence applied for is granted (A) the business aims of the applicant including details of the type of company management to be undertaken; (B) particulars of the management structure and personnel of the applicant’s business; (D) a statement of the applicant’s financial condition and details of the applicant’s fee earnings, if any; (ii) details of the applicant’s auditor to be approved by the Authority under section 13 including — (A) the name and address of the auditor; (B) the professional body of which the auditor is a member, if applicable; (C) the partner responsible, if applicable; and (D) confirmation from the auditor that the applicant has been accepted as a client; and (iii) the date for the drawing up of the annual accounts of the applicant. If the applicant is a partnership — (a) (i) a questionnaire approved by the Authority and completed by all the partners of the applicant; (ii) not less than three references acceptable to the Authority, including one character reference for each partner of the applicant, and one reference verifying the good financial standing of each partner of the applicant and a police or other certificate satisfactory to the Authority that each partner has not been convicted of a serious crime or any (iii) evidence acceptable to the Authority of at least one of the partner’s professional knowledge of, and experience in, the business of company management; (b) (i) details of the applicant’s current business activities, if any, and the proposed business activities if the licence applied for is granted (A) the business aims of the applicant including details of the type of company management to be undertaken; (B) particulars of the management structure and personnel of the applicant’s business; (D) a statement of the applicant’s financial condition and details of its fee earnings, if any; (ii) details of the applicant’s auditor to be approved by the Authority under section 13 including — (A) the name and address of the auditor; (B) the professional body of which the auditor is a member, if applicable; (C) the partner responsible, if applicable; and (D) confirmation from the auditor that the applicant has been accepted as a client; and (iii) the date for the drawing up of the annual accounts of the applicant. If the applicant is a company incorporated in the Islands — (a) the full names, addresses and nationalities of each shareholder who holds more than ten per cent of the applicant’s issued share capital or total voting (b) the annual accounts, for the two years immediately preceding the year of application, of each shareholder which is a body corporate holding more than ten percent of the applicant’s issued share capital or total voting rights, together with similar accounts for the parent body, if any, of each such body corporate; not less than three references acceptable to the Authority, including one character reference for, and one reference verifying the good financial standing of — (i) each director, manager and officer of the applicant; and (ii) each shareholder and each beneficial shareholder who is a natural person holding more than ten percent of the applicant’s issued share capital or total voting rights; and, for each such director, manager, officer or shareholder, a police or other certificate satisfactory to the Authority that such director, manager, officer or shareholder has not been convicted of a serious crime or any (d) the full names, addresses and nationalities of all directors, managers and officers of the applicant; (e) a questionnaire approved by the Authority and completed by all the directors, managers and officers of the applicant; (f) a questionnaire approved by the Authority and completed by each shareholder or beneficial shareholder who is a natural person holding more than ten percent of the applicant’s issued share capital or total voting (g) evidence acceptable to the Authority of the availability to the applicant at all times of adequate professional knowledge and experience in the business of company management and the names of at least two of its directors actively engaged in the business of the applicant, one of whom shall possess a sound professional knowledge of, and experience in, the business of company management; (h) the names and addresses of the registered offices of all subsidiary companies of the applicant together with a statement as to how much of the capital of each such company constitutes an asset of the applicant; (i) the name and address of the firm of auditors practising in the Islands and approved by the Authority appointed to audit the accounts of the applicant; (j) a statement giving the date for the drawing up of the annual accounts of the applicant; and (k) Details of the current business activities, if any, of the applicant and its proposed activities if the licence applied for is granted including — (i) its business aims; (ii) a detailed statement setting out its proposed initial assets and its proposed assets and expected liabilities at the end of each of the two years next succeeding the date of such grant together with an estimate of expected income; (iii) particulars of its management structure and personnel; (iv) a statement as to its customer base; and (v) a copy of its most recent balance sheet and details of its fee earnings. If the applicant is a company incorporated outside the Islands — (a) a list, certified by its secretary, containing the names, addresses and nationalities of each of the directors and senior officers; (b) a questionnaire approved by the Authority and completed by all the directors, managers and officers of the applicant; a questionnaire approved by the Authority and completed by each shareholder or beneficial share holder who is a natural person holding more than ten per cent of the applicant’s issued share capital or total voting (d) a chart showing the relationship of the applicant to its subsidiaries and affiliates and any parent as defined in section 4; (e) details of the applicant’s auditor to be approved under section 13 (i) the name and address of the auditor; (ii) the professional body of which the auditor is a member, if applicable; and (iii) the partner responsible, if applicable; (f) the date for the drawing up of the annual accounts of the applicant; (g) the annual accounts, for the two years immediately preceding the year of application, of each shareholder which is a body corporate holding more than ten per cent of the applicant’s shared capital or total voting rights, together with similar accounts for the parent body, if any, of each body corporate; (h) not less than three references acceptable to the Authority, including one character reference for, and one reference verifying the good financial standing of — (i) each director, manager and officer of the applicant; and (ii) each shareholder and each beneficial shareholder who is a natural person holding more than ten percent of the applicant’s issued share capital or total voting rights; and for each such director, manager, officer or shareholder, a police or other certificate satisfactory to the Authority that such director, manager, officer or shareholder has not been convicted of a serious crime or any (i) a letter or letters, addressed to the Authority from the applicant containing — (i) details of the applicant’s history and current business activities; (ii) a brief description of each of the applicant’s subsidiaries and affiliates; (iii) the reason for wishing to obtain the licence sought and the applicant’s proposed business activities if the licence is granted including — (A) its business aims, including details of the type of company management it will undertake; (B) particulars of its management structure and personnel; and (iv) details of any authorisation currently held to carry on its business in countries outside the Islands, together with the name and address of the relevant supervisory or regulatory authority. Evidence satisfactory to the Authority that the required minimum net worth is (or, before the grant of the licence, will be) in place.

Details of any professional services to be provided to the applicant to assist in carrying on the business of company management.

Evidence acceptable to the Authority of the professional knowledge of and experience in the business of company management of the directors and managers.

Such further information as the Authority considers necessary to allow due consideration of the application. (regulation 4) Form of Companies Management Licence under section 5 of the principal Act. Licence No.___________ (2025 Revision) COMPANIES MANAGEMENT LICENCE [NAME OF LICENSEE] is licensed to carry on the business of company management subject to the provisions of the Companies Management Act (2025 Revision), and regulations made under that Act [and subject to the following conditions]* — Dated: _____________________ __________________________________ Cayman Islands Monetary Authority *Delete as necessary Table of Fees COLUMN 1 COLUMN 2 COLUMN 3 COLUMN4 Item Provision of Law Description of fee Fee 5(6) (1) Application fee for a Companies Management Licence Application fee for a Corporate Services Licence 6(1) Fee on grant of a Companies Management Licence Fee on grant of a Corporate Services Licence 6(2) Annual licence fee in respect of a Companies Management Licence shall consist of: (a) in respect of each managed company for which a licensee provides the specified services, as defined in section 3 of the principal Act, on 31st December in preceding year; and (b) in respect of managed companies for which a licensee provides the specified services, as defined in section 3 of the principal Act, on 31st December in the preceding year - up to 99 managed companies 100-500 managed companies $2,500 501-1,000 managed companies $5,750 1,001-2,000 managed companies $9,000 2,001-3,000 managed companies $12,500 3,001-4,000 managed companies $16,500 4,001 and more managed companies $21,500 Renewal fee in respect of a corporate services licence shall consist of — (a) in respect of each serviced company for which the licensee provides the corporate services as defined in sections 3 and 5 of the principal Act, on 31st December in the preceding year; and COLUMN 1 COLUMN 2 COLUMN 3 COLUMN4 Item Provision of Law Description of fee Fee (b) in respect of serviced companies for which a licensee provides the corporate services referred to in sections 3 and 5 of the principal Act, on 31st December in the preceding year- Up to 99 serviced companies 100-500 serviced companies $2,000 501-1,000 serviced companies $3,750 1,001-2,000 serviced companies $5,250 2,001-3,000 serviced companies $7,000 3,001-4,000 serviced companies $8,500 4,001 and more serviced companies $11,500 Publication in consolidated and revised form authorised by the Cabinet this 28th day of January, 2026. Kim Bullings Clerk of the Cabinet Table of Legislation history: SL # Act/Law # Legislation Commencement Gazette 67/2024 1-Jan-2025 LG47/2024/s33 56/2020 Citation of Acts of Parliament Act, 2020 3-Dec-2020 LG89/2020/s1 Companies Management Regulations (2018 Revision) 16-Mar-2018 GE22/2018/s8 56/2012 21-Nov-12 GE113/2012/s1 Companies Management Regulations (2003 Revision) 30-Jun-2003 G13/2003/s1 13/2002 Companies Management (Amendment) (No. 3) Regulations, 2002 11-Oct-2002 GE35/2002/s1 12/2002 Companies Management (Amendment) (No. 2) Regulations, 2002 30-Jul-2002 GE26/2002/s5 11/2002 14-Jan-2002 GE5/2002/s1 9/2001 Companies Management (Amendment) (Fees) Regulations, 2001 1-Jun-2001 GE11/2001/s11 8/2001 Companies Management (Amendment) (Licence Applications) Regulations, 2001 30-Apr-2001 GE8/2001/s11 1/2000 31-Jul-2000 G16/2000/s1 (Price: $4.00)