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The Companies (Amendment) Law 2015 (the “Law”), which was gazetted on 23 September 2015, was brought into force on 2 November 2015 in the Cayman Islands.
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 subsequent changes to directors and officers to a Cayman Islands company thereafter had to be notified to the Registrar within 30 days of such change. Significant penalties were imposed by the Registrar for failure to make such filings by the requisite timeframes.
The Law now requires Cayman Island companies to notify the Registrar of -
- the first appointments of directors and officers; and
- any changes to the registers of directors and officers,
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 will apply where the same breach occurs in respect of five or more companies, to be equally apportioned between, and paid by the companies.
However, where the Registrar is satisfied that such breach was knowingly and wilfully authorised or permitted, then 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 per day will be imposed for every day that the breach continues.
The Registrar had also declared that an amnesty on late filing penalties which previously existed ended on 30 October 2015 and the changes set out in the Law now have immediate effect.
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Date: 02 December 2015