Moving an existing fund to the Cayman Islands: redomiciliation, mergers and the alternatives

A manager with a fund already running in another jurisdiction has three ways to bring it to the Cayman Islands. The fund company can transfer its registration to Cayman by way of continuation and become a Cayman exempted company without ceasing to be the same legal person. It can merge with a Cayman company. Or the manager can launch a new Cayman vehicle and move the portfolio into it. Each route has a different effect on the fund's legal identity, its investors, its counterparties and its regulatory history, and the right choice depends as much on the departing jurisdiction and the fund's legal form as on Cayman law. This guide sets out what the Cayman legislation provides for each route and what has to be in place once the fund arrives.

"Moving a fund is a governance exercise before it is a legal one. The directors have to be able to show investors, counterparties and the regulator that the fund that arrives in Cayman is the same fund, run to a higher standard, and that every consent was obtained in the right order." David Lloyd, Chief Executive Officer of CV5 Capital

The three routes at a glance

Continuation: transferring the fund company to Cayman

Section 201 of the Companies Act allows a body corporate with limited liability formed outside the Cayman Islands to apply to the Registrar of Companies to be registered by way of continuation as an exempted company limited by shares. If the statutory conditions are met, the Registrar must register it. Those conditions include that:

• the law of the departing jurisdiction permits, or does not prohibit, the transfer, and the company will cease to exist under that law once it is registered in Cayman;
• the transfer has been approved in accordance with the company's own constitution, any contractual consents have been obtained, and the requirements of the departing jurisdiction have been met;
• the company is solvent, is not in liquidation and has no receiver or creditor arrangement in place, and a director undertakes that secured creditors will be notified within 21 days;
• the company's operations will be conducted mainly outside the Cayman Islands;
• the company could have been incorporated as an exempted company in its current form, and holds any licence it requires;
• the prescribed fee is paid and the charter documents are filed: the certificate of incorporation, a certificate of good standing (or a director's declaration) dated within one month, the constitutional documents and a list of directors.

A director must make a declaration or affidavit covering solvency, the absence of insolvency proceedings, consents and compliance with the departing jurisdiction's requirements, including a statement of assets and liabilities. Making that declaration without reasonable grounds is a criminal offence under section 201(4). The registration fee follows the same sliding scale by authorised capital as a new exempted company.

The central point of continuation is in section 202: the company does not become a new legal entity. Its property, rights, liabilities, contracts and legal proceedings continue. Within 90 days the company must amend its constitutional documents by special resolution to conform to Cayman law, and until it does so the Companies Act prevails over anything inconsistent in them. A company continuing into Cayman can apply at the same time to be registered as a segregated portfolio company or as a limited duration company.

Because the entity survives, continuation is usually the route that disturbs counterparties least. Bank accounts, prime brokerage and trading agreements, and the fund's performance history all sit with the same legal person. That does not mean counterparties need not be told: many agreements require notice of, or consent to, a change of jurisdiction, and section 201 itself makes contractual consents a condition of registration.

Partnerships and LLCs

The position for funds that are not companies is narrower. The Exempted Limited Partnership Act (2025 Revision) contains no route for a foreign partnership to continue into Cayman as an exempted limited partnership. Section 43 provides only for an exempted limited partnership to transfer out. A partnership fund that wants to be a Cayman exempted limited partnership therefore uses the third route, a new Cayman partnership and a transfer of assets.

The Limited Liability Companies Act (2025 Revision) is wider. Section 54 allows any foreign entity, including a partnership or a corporation, to continue into Cayman as an LLC, provided it has separate legal personality under its home law. Legal continuity is preserved and the governing documents must be conformed within 90 days. Whether an LLC is the right vehicle for the fund once it arrives is a separate question, considered in our comparison of Cayman fund vehicles.

Merger with a Cayman company

Section 237 of the Companies Act allows a Cayman company to merge or consolidate with one or more overseas companies. Where the fund is moving to Cayman, the Registrar must be satisfied, among other things, that the companies are solvent, that the law of the overseas jurisdiction has been complied with and that the overseas company will cease to exist under that law. A false director's declaration is an offence.

Two limits are relevant to funds. A segregated portfolio company cannot be a party to a merger or consolidation under these provisions, so a fund cannot be merged directly into a portfolio of an SPC. And CIMA's powers in relation to a regulated constituent company are preserved through the process.

A new Cayman vehicle and a transfer of assets

The third route does not depend on the corporate law of either jurisdiction allowing a transfer. The manager launches a new Cayman fund, investors subscribe for interests in it, often by transferring their interests in the old fund or by the old fund transferring its portfolio in specie in exchange for interests that are then distributed to investors, and the old fund is wound up. This is a matter of market practice rather than a statutory procedure, and its cost is the work a new launch always requires: new accounts, new counterparty documentation and a new registration with CIMA.

It is the only route available where the fund is a partnership that cannot continue in, where the departing jurisdiction does not permit an outward transfer, or where the manager wants the fund to become a segregated portfolio of an existing Cayman platform. Continuation and merger both bring a whole entity across; joining a platform means moving the portfolio, not the entity. The reverse journey, from a platform portfolio to a standalone fund, is covered in our guide to moving a segregated portfolio to a standalone fund.

Regulatory registration once the fund is in Cayman

A fund that becomes a Cayman entity is treated as carrying on business in or from the Islands. For an open-ended fund that brings it within the Mutual Funds Act (2025 Revision), section 4 of which prohibits a mutual fund from carrying on business unless it is licensed or administered under section 4(1), registered under section 4(3) or registered as a limited investor fund under section 4(4). A section 4(3) fund requires a minimum initial investment of CI$80,000, which CIMA equates to US$100,000, or interests listed on an approved exchange. A limited investor fund may have no more than 15 investors, a majority of whom can appoint or remove the operator, and the route is not open to a master fund. The regime is explained in our guides to the Mutual Funds Act and the limited investor fund.

A closed-ended fund falls under the Private Funds Act (2025 Revision). A private fund must apply for registration within 21 days of accepting capital commitments and must not accept capital contributions until it is registered. CIMA has not published guidance on how that 21 day window applies to a fund that accepted commitments before it moved to Cayman, so the timing should be settled before the continuation takes effect. See the Private Funds Act explained.

Neither statute sets out a timetable for coordinating CIMA registration with the continuation itself. In practice the fund's Cayman registration needs to be ready to take effect as the fund arrives, so that there is no period in which a Cayman fund is carrying on business unregistered.

What the fund must have in place on arrival

• A CIMA-approved auditor. Regulated mutual funds and private funds must be audited annually by an auditor approved by CIMA and file audited accounts within six months of year end.
• Registered directors. Directors of a fund regulated under the Mutual Funds Act must be registered with CIMA under the Directors Registration and Licensing Act. Directors of private funds are currently outside that Act. CIMA's expectations of boards are covered in what CIMA now expects of Cayman fund directors.
• AML officers. The Anti-Money Laundering Regulations (2025 Revision) require an AML Compliance Officer, a Money Laundering Reporting Officer and a Deputy MLRO. CIMA expects these to be natural persons, with the MLRO and Deputy MLRO being different people, and for an SPC the appointments are made at the level of the company.
• Private fund operating requirements. A private fund must also meet the valuation, custody or title verification, cash monitoring and securities identifier requirements in sections 16 to 19 of the Private Funds Act.
• Constitutional documents conformed to Cayman law within 90 days of continuation, and an offering document that reflects the fund's new domicile and regulatory status.

Tax and international reporting

An exempted company can apply under section 6 of the Tax Concessions Act (2018 Revision) for an undertaking that no future Cayman law taxing profits, income, gains or appreciation will apply to it, for a period not exceeding 30 years. A Cayman LLC can obtain an undertaking for up to 50 years under its own Act.

An investment fund, defined by reference to its principal business of issuing investment interests to pool investor funds, is excluded from the definition of a relevant entity under the International Tax Co-operation (Economic Substance) Act (2026 Revision), although the annual notification requirement still applies to companies and LLCs. A fund that becomes a Cayman financial institution must register with the Department for International Tax Cooperation for CRS and FATCA purposes; DITC's guidance gives 30 April following the year in which the entity becomes a financial institution as the deadline. Our operational guide to FATCA and CRS for Cayman funds covers the ongoing obligations.

The tax position in the departing jurisdiction is a separate question. An outward transfer can have consequences for the fund and for its investors there, and that analysis needs to be complete before the board and investors are asked to approve the move.

A practical sequence

1. Confirm that the departing jurisdiction permits an outward continuation or merger for the fund's legal form, and what it requires.
2. Choose the route and the Cayman vehicle, and decide whether the fund will be registered or licensed under the Mutual Funds Act or the Private Funds Act.
3. Map every consent: investors under the fund documents, lenders, prime brokers, trading counterparties, banks and any regulator of the manager.
4. Appoint the Cayman registered office, administrator, CIMA-approved auditor, registered directors and AML officers, and prepare the CIMA application so that it can take effect as the fund arrives.
5. Prepare the Cayman constitutional documents and the updated offering document.
6. Obtain board and investor approvals, file with the Registrar, and complete the CIMA registration.
7. Complete the post-arrival steps: conform the charter within 90 days, register with DITC, update the fund's legal entity identifier record and notify counterparties.

How the CV5 platform fits

CV5 Capital provides regulated Cayman fund infrastructure through which third party investment managers launch and operate funds as segregated portfolios of CV5 SPC and CV5 Digital SPC. For a manager with an existing fund elsewhere, a platform portfolio is reached by the third route: a new segregated portfolio is established and the strategy, and where appropriate the assets, move into it. The portfolio operates within the platform's governance, administration and counterparty architecture from day one. The investment manager remains responsible for its strategy and for its own regulatory obligations in its home jurisdiction. The structure is described on our Cayman fund formation page.

Key takeaways

• A foreign limited liability company can continue into Cayman as an exempted company under section 201 of the Companies Act and remains the same legal person.
• A foreign partnership cannot continue in as an exempted limited partnership. It can continue as a Cayman LLC if it has separate legal personality, or move by launching a new Cayman fund.
• Cross-border mergers are available to Cayman companies, but a segregated portfolio company cannot be a party to them.
• Once in Cayman, an open-ended fund must be licensed or registered under the Mutual Funds Act before it carries on business, and a closed-ended fund must register under the Private Funds Act.
• CIMA has not published guidance on sequencing a continuation with fund registration, so the timing should be planned so the fund is never operating unregistered.
• Joining a Cayman platform as a segregated portfolio is achieved by moving the portfolio into a new segregated portfolio, not by continuing or merging the old entity.