The Companies (Amendment) Law 2015 has now come into effect and will have potential application to all Cayman companies. The law amends Sections 55 and 56 of the Companies Law (2013 Revision), which deal with notification of appointments and changes of directors. Previously, the first appointments of directors and officers to a Cayman company had to be notified to the Registrar of Companies within 90 days of incorporation of the company. Any changes to directors and officers to a Cayman Islands company thereafter had to be notified within 30 days of the change. The Registrar of Companies imposed significant penalties for failure to make such filings within the requisite timeframes.

After industry consultation, the law now requires companies to notify the Registrar of Companies within 60 days of:

  • the first appointments of directors and officers; and
  • any changes to the register of directors and officers.

The law also reduces the penalty payable for late filings to a maximum of $500 per company, with an aggregate penalty of $2,500 where the same breach occurs in five or more companies.

However, where the Registrar of Companies is satisfied that the breach was knowingly and wilfully authorised or permitted, it will apply the following additional penalties:

  • Every company to which the breach relates will incur an additional penalty of $1,000; and
  • Every director and officer of the companies to which the breach relates will incur a penalty of $1,000 and a further penalty of $100 for every day the breach continues.

The previous amnesty on late filings ended on October 30 2015 and the changes set out in the law now have immediate effect.

For further information on this topic please contact Jonathan Culshaw at Harney Westwood & Riegels' Hong Kong office by telephone (+852 3195 7200) or email (jonathan.culshaw@harneys.com). Alternatively, contact Matt Taber at Harney Westwood & Riegels' Grand Cayman office by telephone (+1 345 815 2946) or email (matt.taber@harneys.com). The Harney Westwood & Riegels website can be accessed at www.harneys.com.

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