Pursuant to the Companies Amendment (No.2) Law, 2020 and the Limited Liability Companies (Amendment) (No.2) Law, 2020 (together, the "Amendment Laws") gazetted on 20 August 2020, certain information as outlined below relating to Cayman Islands companies and limited liability companies will be publicly searchable from 1 October 2020 upon request to the Registrar of Companies (the "Registrar") and payment of the requisite fee. The Amendment Laws were introduced in response to the Financial Action Task Force recommendation that certain basic information for legal entities be made publicly searchable. These same recommendations are being adopted globally, including under the EU 4th and 5th Money Laundering Directives.
For a Cayman Islands company the following information shall be publicly searchable:
- Name of the company.
- Location of the company's registered office in the Cayman Islands.
- Authorised capital (including par value details).
- Name and address of initial subscriber(s) and number of shares taken by the subscriber(s).
- Date of execution and filing of the Memorandum of Association.
- The company number allocated by the Registrar of Companies.
- The nature of the company's business.
- The date of the company's financial year end.
For a Cayman Islands limited liability company (a "LLC"), the registration statement filed with the Registrar of Companies shall include the following information and shall be publicly searchable:
- The name of the LLC.
- The location of the LLC's registered office in the Cayman Islands.
- If the LLC has not been formed for an unlimited duration, its term.
- The names and addresses of the initial members of the LLC.
- The nature of the business of the LLC.
- The date of the LLC's financial year end.
The Registrar is also requiring provision of the 'general nature of business' and financial year end for Cayman Islands Exempted Limited Partnerships ("ELPs"), and provision of the nature of business and financial year end for foreign companies that are registered in the Cayman Islands. The Registrar's record of each ELP and the statements filed in relation to the ELP are open to public inspection.
The additional information required for existing companies, LLCs, ELPs and foreign companies registered in the Cayman Islands will be collected by the Registrar on an ongoing basis, including by way of certain up-keep filings made with the Registrar.
Pursuant to the Securities Investment Business (Amendment of Schedule 2A and Repeal of Schedule 4A) Order, 2020 gazetted on 20 August, 2020 (the "Order"), single family office activities may be regarded as 'securities investment business' for the purposes of the Securities Investment Business Law (2020 Revision) (the "SIBL"), meaning that a single family office may now be required to register and comply with the ongoing obligations under the SIBL. We would encourage all single family offices to reach out to their Cayman Islands legal counsel to discuss the potential implications of the Order. The application of the anti-money laundering and combatting of terrorist and proliferation financing regime to single family offices has not changed.
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.