Cayman Companies (Amendment) Law 2015 comes into force

The Companies (Amendment) Law 2015, which was gazetted on 23 September, was brought into force on 2 November. Its purpose is to extend the deadline for filing entries or changes to the register of directors and officers of a company and to establish maximum penalties for a breach of the new requirements. It therefore has potential application for all Cayman Islands companies.

Previously, under sections 55 and 56 of the Companies Law (2013 Revision), first appointments of directors and officers to a Cayman Islands company had to be notified to the Registrar of Companies within 90 days of the incorporation. Any subsequent changes to directors and officers then had to be notified to the Registrar within 30 days.

The new legislation amends these time periods such that a company must now notify the Registrar within 60 days of incorporation of the first appointment of any director or officer. Any change in the information contained in the Register must be notified within 60 days of the date of the change.

The new Law also reduces the penalty payable for late filings to a CI$500 (US$610) maximum penalty per company. 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.

If the Registrar determines that a breach of section 55 is intentional, and has been knowingly and wilfully authorised or permitted, then an additional penalty of CI$1,000 will apply to every director or officer to which the breach relates, with a further CI$100 per day imposed for every day that the breach continues.

The Registrar had declared an amnesty on the penalties before the Amendment Law came into force, which covered any prior changes to a company’s register irrespective of when the changes occurred or how many. The Registrar also confirmed that any penalty notices that had been issued previously but not yet paid, would be cancelled. This amnesty expired on 30 October 2015.

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