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Registration of a closed-ended investment fund in the Cayman Islands in the form of an SPC. Service offer

Closed-ended investment fund in the Cayman Islands in the form of a segregated portfolio company (SPC). Advantages, Features, Limitations. Cost of SPC Company Formation Services.

What is a Segregated Portfolio Company (SPC) in the Cayman Islands?

A segregated portfolio company (“SPC”) in the Cayman Islands is a separate legal entity whose advantage is the division, which is provided for by law, of assets and liabilities among separate portfolios created within a company. Under the law, assets and liabilities of each “cell” within a legal entity are isolated, they have no common liabilities, which allows one company to serve several insured persons at the same time without a threat of cross liability.

SPC makes it possible to divide the company’s assets into the General Assets (assets of the company itself) and separate portfolios for which separate records are kept; and income and loss are also limited either to the General Assets or to each separate portfolio.

Each portfolio is created for investing in a separate project, and investors have an opportunity to purchase shares of only those portfolios that “contain” the projects they are interested in. Ordinary voting shares of the company not included in any portfolio are distributed to the investment manager who also becomes the company’s director.

Segregated portfolios themselves do not require registration. Creation of a new portfolio within an SPC shall be approved by a resolution of the company’s directors in accordance with the Articles of Association. An SPC must have at least 2 directors. An SPC is not required to file audited accounts or appoint an investment manager / administrator as well as obtain a special license.

SPCs are always created individually and require specially drafted Memorandum and Articles of Association corresponding with the purposes of a certain SPC and reflecting relevant separate portfolios and classes.

For an SPC operating as a closed-ended fund, additional documents have to be prepared – prospectus, investment management agreement, subscription agreement, etc.

Cost of services[1]

Service
Cost (USD)
Formation (including the cost of drafting non-standard articles of association reflecting the specific nature of SPC’s activity)
from 14 000 to 250 000
Government fee for registration of an SPC, depending on the amount of its share capital:
- up to 42 000 USD
1 341.46
- from 42 001 to 820 000 USD
1 707.32
- from 820001 to 1640000 USD
2 907.32
- from 1640001 USD
3 619.51

Annual renewal of an SPC (from the second year of the SPC’s existence):

Subsequent annual maintenance of an SPC (starting from the second year), including services of a registered agent and provision of a registered address, but excluding the compliance fee
5 775
Annual fee paid to the Registrar, depending on the amount of the share capital:
- up to 42 000 USD
3 292.68
- from 42 001 to 820 000 USD
3 658.54
- from 820 001 to 1 640 000 USD
4 858.54
- from 1640001 USD
5 570.73
Government fee for each portfolio
365.85 (but not more than 1 829.27)
Compliance fee
Payable in the cases of:
- incorporation of a company,
- renewal of a company,
- liquidation of a company,
- transfer out of a company,
- issue of a power of attorney to a new attorney,
- change of director / shareholder / beneficial owner, except the change to a nominee director / shareholder,
- signing of documents.
275 (standard rate, includes the check of 1 individual)
+ 165 for each additional individual (director, shareholder, or beneficial owner) or legal entity (director or shareholder) if such legal entity is administered by GSL
+ 220 for each additional legal entity (director or shareholder) if such legal entity is not administered by GSL
285 (rate for high-risk companies, includes the check of 1 individual)
110 (signing of documents)

[1] The cost of services is effective as of September 2025.

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