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
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.
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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