The Cayman Islands government announced on 27 August 2015
that it would apply an amnesty to late filings of director and
officer changes prior to the adoption of new penalty provisions. As
a result of the amnesty, companies may make late filings between 1
September 2015 and until 30 October 2015 without incurring
penalties and clients are therefore encouraged to use this period
to check their filings are up to date.
Companies (Amendment) Law 2015
Under the current law, the first appointments of directors and
officers to a Cayman Islands company must be notified to the
Registrar of Companies (the "Registrar") within 90 days
of the incorporation of the company while any changes to directors
and officers to a Cayman Islands company must 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 much consultation with the financial services industry,
the Legislative Assembly of the Cayman Islands passed the Companies
(Amendment) Law 2015 (the "Amendment Law") on 12 August
2015, to be effective from 2 November 2015.
The Amendment Law will require companies to notify the Registrar
of the first appointments of directors and officers and any changes
to the registers of directors and officers, within 60 days of the
incorporation of the company or the change, respectively. The
Amendment Law also reduces the current penalty regime 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.
In addition to those penalties, where the Registrar is satisfied
that such breach was knowingly and wilfully authorised or
permitted, every company to which the breach relates will incur a
penalty of CI$1,000 and every director and officer of the company
to which the breach relates will incur a penalty of CI$1,000 and a
further penalty of CI$100 for every day that the breach
In preparation for the transition to the Amendment Law in
November 2015, the Ministry of Financial Services announced that
the Registrar will not impose penalty fees for the late filings of
changes to the registers of directors and officers of companies.
The waiver period will commence on Tuesday, 2 September 2015 and
end at 5pm (local time) on Friday, 30 October 2015.
Late filings of changes to the registers of the directors and
officers of companies that are filed with the Registrar during the
waiver period, will not incur penalties, regardless of when the
changes being submitted were made, and how many late changes are
submitted. Importantly, the Ministry of Financial Services has
announced that penalty notices that have been issued prior to the
start of the waiver period, but have not been paid, will be
The Ministry of Financial Services has announced that the
Amendment Law will be strictly enforced by the Registrar after the
waiver period. Penalty fees will be imposed in accordance with the
Amendment Law, including against companies where changes to the
registers of directors and officers occurred during the waiver
period but are filed outside of the 60 day period with the
Registrar, post the waiver period.
Accordingly, please take this opportunity to check your records
of directors and officers of Cayman Islands companies against the
registers of directors and officers maintained by your registered
office service provider and make any necessary filings with the
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
To print this article, all you need is to be registered on Mondaq.com.
Click to Login as an existing user or Register so you can print this article.
Confidentiality of corporate documents and information is one of
the key attractions of incorporating a company in the BVI. A
company search of the BVI Registrar of Corporate Affairs will only
disclose certain information and documents.
The primary sources of regulation of M&A in the British Virgin Islands are the Business Companies Act, 2004 (the "Companies Act") and common law.
Some comments from our readers… “The articles are extremely timely and highly applicable” “I often find critical information not available elsewhere” “As in-house counsel, Mondaq’s service is of great value”
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).