The Companies (Amendment) Law 2015 (the Law) has now come into effect in the Cayman Islands and will have potential application to all Cayman Islands companies. 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 changes to directors and officers to a Cayman Islands company thereafter had to be notified to the Registrar of Companies within 30 days of such change. Significant penalties were imposed by the Registrar of Companies for failure to make such filings by the requisite timeframes.
After industry consultation, the Law will now require companies to notify the Registrar of (i) the first appointments of directors and officers; and (ii) 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 where the same breach occurs in respect of five or more companies.
However, where the Registrar is satisfied that such breach was knowingly and wilfully authorised or permitted, 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 for every day that the breach continues.
Clients should note that the amnesty on late filings which previously existed ended on Friday, 30 October 2015 and the changes set out in the Law now have immediate effect.
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