The Companies (Amendment) Law, 2019 (“Amendment Law”) has been published in the Cayman Islands’ official Gazette on 8 August 2019. A link to the Amendment Law can be found at:
The followings are the highlighted matters related to the Amendment Law:
Register of Directors and Officers
- A company’s list of current directors, and where applicable, the current alternate directors, is maintained and made available for public inspection at the Companies Registry. Inspections will incur a fee.
- The reporting period by which a company is required to notify the Registrar of any changes to the register of directors and officers is reduced from 60 days to 30 days.
Register of Members
- A company is required to confirm, in its register of members, the number and category of shares held by each member, whether each relevant category of shares held carries voting rights under the articles of association of the company and whether those rights are conditional.
- A company which is incorporated or registered after the date of the commencement of the Amendment Law shall comply no later than 3 months after the date of the commencement of this Amendment Law.
- A company which is incorporated or registered at the date of the commencement of this Amendment Law shall comply no later than 6 months after the date of the commencement of this Amendment Law.
- Any company making default in complying with the above shall incur a penalty of CI$5,000; and every director or manager of the company who knowingly and wilfully authorises or permits such default shall incur the like penalty.
Register of Beneficial Owners
- The penalties have been increased for failure to comply with beneficial ownership reporting obligations under the Companies Law (2018 Revision):
- In the case of a first offence, to a fine of CI$25,000.
- In the case of a second or subsequent offence, to a fine of CI$100,000.
- Where a company is convicted of a third offence, the court may order that the company be struck off the register by the Registrar, as if it is a company that the Registrar has reasonable cause to believe is not carrying on business or is not in operation.
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