The Cayman Islands Companies Law (“Companies Law”) had been amended recently requiring registration of alternate directors in certain cases.
The Companies Law requires every Cayman company to maintain a register of directors and officers and a copy must be filed with the Cayman Registrar of Companies (“ROC”). In January 2013, the relevant provisions were amended to bring alternate directors within the scope of the registration requirements. A further amendment, which took effect on 6 May 2013, clarified the types of alternate directors to which the registration requirements apply.
The requirements to register alternate directors apply only in limited circumstances, to those alternates who are:
- appointed by a director of the company to exercise all the powers and perform all the responsibilities of that director;
- entitled to receive notice of meetings of the board of directors of the company;
- entitled to sign or execute written resolutions of the board of directors of the company; and
- considered in all respects to be a director of the company.
Alternate directors who do not fulfill each of the requirements above do not need to be registered. The revised Companies Law also includes a number of specific carve outs to the registration requirements, which do not apply to a person:
- appointed by a director to exercise limited powers or to fulfill limited responsibilities;
- appointed for a specified period that is less than ninety (90) days;
- appointed to attend a particular meeting or series of meetings or adjournments;
- appointed to consider and, if approved, sign a particular written resolution or series of written resolutions of the board of directors of the company;
- who is a director of the company; or
- who at the time of his appointment, is the alternate of another director of the company.
Filing of register of directors and officers
For any changes made to directors and officers of a Cayman company, including any alternate director who falls within the scope of the registration requirements, the company is required to file the updated register of directors and officers with the ROC within 30 days of the change. Where filing received after the required timeframe, penalties would apply to the company.