Cayman Islands - Companies (Amendment) Law 2015

 

The Companies (Amendment) Law 2015 (the “Law”), which was gazetted on 23 September 2015, was brought into force on 2 November 2015 in the Cayman Islands.

The Law amends sections 55 and 56 of the Companies Law (2013 Revision) which deals with appointments and notification of changes to directors. Previously, the first appointments of directors and officers to a Cayman Islands company had to be notified to the Registrar of Companies (the “Registrar”) within 90 days of the incorporation of the company. Any subsequent changes to directors and officers to a Cayman Islands company thereafter had to be notified to the Registrar within 30 days of such change. Significant penalties were imposed by the Registrar for failure to make such filings by the requisite timeframes.

The Law now requires Cayman Island companies to notify the Registrar of -

  1.   the first appointments of directors and officers; and
  2.   any changes to the registers of directors and officers,

both within 60 days of the date of either occurring.

The Law also reduces the penalty payable for late filings to a CI$ 500 maximum penalty per company for a breach of the obligation, and an aggregate penalty of CI$ 2,500 will apply where the same breach occurs in respect of five or more companies, to be equally apportioned between, and paid by the companies.

However, where the Registrar is satisfied that such breach was knowingly and wilfully authorised or permitted, then every company to which the breach relates will incur an additional penalty of CI$ 1,000 and every director and officer of the company to which the breach relates will incur an additional penalty of CI$ 1,000 and a further penalty of CI$ 100 per day will be imposed for every day that the breach continues.

The Registrar had also declared that an amnesty on late filing penalties which previously existed ended on 30 October 2015 and the changes set out in the Law now have immediate effect.

For further information, please contact us at +603 2201 9689 or info@kensington-trust.com

Date: 02 December 2015

The information in this document is not advice of any kind but general information only and should not be relied on as legal advice. Kensington Trust Group recommends seeking professional advice on legal or tax issues affecting you before relying on it. While Kensington Trust Group tries to ensure that the content of this document is accurate, adequate or complete, it does not represent or warrant, express or implied, its accuracy, correctness, completeness or use of any of the information. Kensington Trust Group does not assume legal liability for any loss suffered as a result of or in relation to the use of this document. To the extent permitted by law, Kensington Trust Group excludes any liability for negligence, for any loss, including indirect or consequential damages arising from or in relation to the use of this document.