Cayman Independent Portfolio Company (SPC) Guide to setting up a USD fund

Cayman has mature funds laws、Corporate and limited partnership structures and professional service systems。Specific tax treatment、Registration speed and ongoing costs depend on the fund、Tax residency and business arrangements of investors and managers；This page does not use expressions of market share or asset size that are not supported by current official statistics.。

An SPC is a special type of Cayman exempted company。An SPC can set up multiple independent investment portfolios (SP)。The most significant advantage is "asset and liability segregation"：Creditors of a certain SP may not pursue the assets of other SPs；If the articles of association do not expressly prohibit it and the SP assets are insufficient，Creditors may secondly pursue SPC general assets within a limited scope in accordance with Article 221 of the Company Law。

The Company Registry fees of SPC and each SP and CIMA fund or sub-fund fees are two sets of fees.，should be calculated separately。According to 2026 CIMA fee schedule，Mutual funds charge an additional Cayman 750 per sub-fund.，Private equity funds SPC charges an additional 525 Cayman dollars per SP.；The additional annual SP fee at the company registry level is calculated according to the fee schedule of the Companies Act.。Fees will be adjusted，Please check the latest form before submitting。

Mutual funds refer to pooling investors' funds to spread risk，A company that issues equity shares "that can be redeemed or repurchased by investors"、trust or partnership。therefore，Closed-end private equity investment funds (PE funds) where investors do not have the right to redeem are generally not regulated by this law.。

The minimum subscription amount for investors must reach 10 Thousands of U.S. dollars (or equivalent in other currencies)；Or the equity shares of the fund are listed for trading on a stock exchange designated by CIMA.。

No more than 15 investors and a majority of investors can appoint or remove the manager、and is not a mutual fund of funds of funds，Belongs to a limited investor fund；The current Mutual Funds Act still requires registration with CIMA、Submit required information and pay annual fee。

Cayman’s Economic Substance Law requires entities to have substantial local operations。Although "investment funds" are specifically exempted，However, if the fund manager (such as a GP company) engages in "fund management" activities and receives separate remuneration，You must meet economic substance requirements (you need to have full-time employees and office space in Cayman)。

The administrator is located in Hong Kong、Singapore or other areas，Does not automatically exempt Cayman from SIBL、economic substance、Tax residency and cross-border regulatory analysis。Should be managed according to actual location、Service objects、Charging arrangements and local license scope will be determined on a case-by-case basis，Architectural design should not be described as “getting around” regulation。

To carry out securities investment business in Cayman, one must follow SIBL to determine whether a license is required or can be registered as a Registered Person.。The old Excluded Person system has been replaced by the Registered Person system；Eligibility depends on actual business and statutory conditions，You cannot choose to exempt yourself due to cost reasons。

Private equity funds must establish valuations、Asset custody or ownership verification、Cash monitoring and annual audit arrangements。Relevant functions when meeting independence and conflict of interest governance requirements，may be managed by the administrator、The operator or other appropriate entity shall be responsible for；Auditors must be accredited by CIMA，However, it should not be expressed in terms of a fixed number of auditors。

GP must be a Cayman resident、Cayman registered company or foreign company、or Cayman ELP。It has unlimited liability for the debts of the partnership；And limited partners (LP) Limited liability only to the amount of capital subscribed，And LP cannot participate in daily management of business。

Funds must comply with Cayman 2017 Anti-Money Laundering Regulations。An Anti-Money Laundering Compliance Officer (AMLCO) must be appointed in writing、Money Laundering Reporting Officer (MLRO) and Deputy Reporting Officer (DMLRO)，Perform strict KYC due diligence on all investors。

The vast majority of Cayman funds are “reporting financial organizations”，Requires registration with the U.S. Internal Revenue Service (FATCA)，And submit the investor’s tax-related information (CRS declaration) through the AEOI system of the Cayman Tax Information Authority (TIA)。

A statement (setting out the asset transfer plan) must be filed with the Registrar by at least two directors；Pass a special shareholder resolution；Requires written consent from all creditors，or give full notice to all creditors and obtain the consent of at least 95% of the value of the claims；Adequate notice includes written notice to anyone whose debt exceeds Caymanian dollars 1,000。A special resolution must be passed，Regulated companies also require CIMA’s written consent。

There is no official commitment from the entity to establish、CIMA registration and bank account opening can be completed in 5 to 7 weeks。Actual time depends on data completeness、Fund category、CIMA inquiry、Service provider appointment and bank due diligence，The final registration and account opening results are determined by the competent authority and the bank respectively.。