The government in the Cayman Islands have released guidance about how amendments to the Companies Law and the Limited Liability Companies Law (LLC Law) will affect companies registered in the Cayman Islands. We have compiled a shortlist of the most notable information for companies and Directors:
When a Director of a Cayman-registered company is newly appointed or resigns he must record and file such action the Cayman Registrar of Companies within 30 days.
Going forward, the register of members for a company limited by shares must now clearly record 2 qualities about the shares: i.e. whether the shares have voting rights and if they are conditional or not.
The threshold for penalties and fines for omitting to establish or maintain a beneficial ownership register or for general non-compliance have increased by a substantial amount so submission is critical for SMEs.
Going forward, the Cayman Registrar of Companies will provide any information lawfully requested by the Cayman Islands Regulatory & Financial Crime Authorities for a fee of CI$150 or USD $180 to parties with a legitimate interest).
A public list of names of all the current company Directors will be made available for inspection by the Registrar of Companies at a later date.
Noteworthy dates for Cayman companies
Companies incorporated or registered on or before August 8th, 2019 have until February 7th, 2020 to ensure their register of members is updated. Companies incorporated or registered after August 8th, 2019 have until November 7th, 2019 to update their register of members.
Penalties for late or non-compliance
Failure to record the proper and correct information in the register of members can incur a penalty of CI$5,500 for both the company and any director or manager who knowingly permits continual defaults willingly.
A company that knowingly and willfully fails to comply with the beneficial ownership register requirements (for example, by not providing details of its beneficial owners on its register) is liable on conviction of a first offence to a CI$25,000 (USD $27,200) penalty and after a second offence is committed the company is charged a fine of CI$100,000 (USD $111,000). Where a company is convicted of a third offence, in the worst-case scenario the company can even be struck off the register of companies by way of a Court order.