Every Cayman Islands company is required to keep at its
registered office a register containing the names and addresses of
its directors, including alternate directors and officers (the
"Register"). Further, a Cayman Islands company is
required to notify the Registrar of Companies (the
"Registrar") of changes to the Register in a timely
manner. Changes to the Cayman Islands Companies Law1,
which were recently passed by the Legislative Assembly, have the
effect of increasing certain time limits to file the Register and
reducing the penalties associated with late filing of the
Filing Requirements and Penalties associated with late
Notable changes are as follows:
1. Register filing deadlines will be set at sixty (60) days. The
first Register will need to be filed within sixty (60) days of the
registration of the company (previously 90 days).
2. Extending the previous deadline by 30 days, a company is
required to notify the Registrar within sixty (60) days of any
changes to the information in the Register (including a change in
name of any director or officer).
3. In the event a company fails to notify the Registrar of 1 or
2 above, the company shall incur a maximum penalty of CI$500. The
penalty is significantly reduced from CI$1000 plus the daily
4. Where there is more than one change to the Register and (i)
the changes occurred with a sixty (60) day period; and (ii) the
Registrar is notified of the changes on the same day, the
applicable penalty for the breach is CI$500 irrespective of the
number of changes notified. Previously a separate fee was payable
for each change to the Register even if filed in the same Register
entry on the same day.
5. A new aggregate penalty cap is introduced for late filings
where the penalty is incurred in respect of a change relating to
the same person acting as a director or officer of more than one
company. Where a person is a director or officer of five or more
companies, the aggregate penalty in respect of the companies to
which the breach relates shall not exceed the sum of CI$2500, which
shall be equally apportioned between and paid by, such
6. As before additional penalties apply for knowingly and
willfully permitting a breach. Where the Registrar is satisfied
that a breach has been knowingly and willfully authorized or
permitted, in addition to the penalties referred to above, (i)
every company shall incur a penalty of CI$1,000 and (ii) every
director and officer of the company to which the breach relates
shall incur a penalty of CI$1,000 and a further penalty of CI$100
for every day during which the default continues.
The Government of the Cayman Islands has confirmed that during
the period 1 September 2015 to 30 October 2015 inclusive (the
"waiver period"), all late penalty filing fees will be
waived. The Registrar will not impose any penalty fees for the late
filing of changes to the Register during the waiver period,
regardless of when the changes being submitted were made and how
many late changes are submitted. In addition, penalty notices that
have been issued prior to the start of the waiver period, but have
not been paid, will be cancelled.
Companies should ensure that a review of their Register is
undertaken and, where necessary, take advantage of the penalty fee
waiver period. The Registrar has confirmed that the filing
requirements set out above will be strictly enforced at the end of
the waiver period.
1 The Companies (Amendment) Bill, 2015 was issued in the
Cayman Islands Gazette on 17 July 2015 and passed by the
Legislative Assembly on 12 August 2015. The Ministry of Financial
Services advises that The Companies (Amendment) Law, 2015 will
commence on Monday 2 November.
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.
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