As of 1 October 2019 lists of names of the current directors and
alternate directors of a company ("Company") incorporated
in the Cayman Islands ("Cayman") and of the current
managers of a Cayman limited liability company ("LLC")
will be available on request to those who attend the Cayman
Government Administration Building and pay the CI$ 50
administrative fee. Each request must be made in person and will be
overseen by the Cayman General Registry.
Is this new?
Information on the obligation of Companies and LLCs to keep information and how access to information on directors of Cayman Companies and managers of Cayman LLCs would work was set out as part of the package of changes in the Cayman Companies (Amendment) Law, 2019 ("Companies Amendment") and the Cayman Limited Liability Companies (Amendment) Law, 2019 ("LLC Amendment") (together "Amendment Laws") which were both passed on 8 August 2019. The provisions allowing access did not come into force until 1 October 2019 following Commencement Orders published on 19 September 2019.
What did the Amendment Laws change?
The Companies Amendment amended Section 55 of the Companies Law (2018 Revision) ("Companies Law") to create an obligation on the Cayman Islands Registrar of Companies ("Registrar") to maintain a register of all the directors and officers of Cayman companies. Section 55A requires the Registrar to make a list of the names of directors available for inspection by any person.
An amendment to section 56 requires companies to notify the Registrar of any changes in respect of the directors and officers within 30 days (as opposed to 60 days as previously provided in the Companies Law). This means companies have to notify the Registrar of:
- the first appointment of directors within 60 days; and,
- changes in the information contained in the register of directors and officers, within 30 days of the change.
The LLC Amendment added section 34A to the Limited Liability
Companies Law (2018 Revision) ("LLC Law") which requires
the Registrar to maintain a list of the names of the current
managers of a LLC and to make those names available for inspection
by any person, on payment of the prescribed inspection fee (CI$50)
for each inspection and subject to such conditions as the Registrar
What are the penalties?
Penalties will apply where changes in directors or officers are not filed within the 30 day period. The Companies Law prescribes a CI$500 maximum penalty per company for a breach of that obligation, and an aggregate penalty of CI$2,500 where the same breach occurs in respect of five or more companies. The General Registry has published Directors and Officers Guidance Notes which it suggests should be used as instructions in the application and calculation of the penalties payable under section 56 the Companies Law.
Cayman's commitment to transparency
Introducing access to information on directors and managers on request, on attendance in person and payment of a fee and subject to the oversight of the General Registry allows Cayman to meet its commitment to international standards on transparency in a way which protects directors, officers and managers from frivolous applications for information.
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.