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Cayman Islands - Ongoing Obligations of Exempted Companies

Updated: Apr 8, 2021



Ongoing corporate requirements

The Companies Act (as amended) (the "Companies Act") imposes continuing obligations on all exempted companies, including those registered as mutual funds under section 4(3) of the Mutual Funds Act (as amended) (the "Mutual Funds Act"). The main relevant requirements of the Companies Act are summarised below.


Registered office

Every exempted company must at all times maintain a registered office in the Cayman Islands and notice of such office must be given to the Registrar of Companies ("ROC"). If the company decides to change its registered office, ordinarily its directors must adopt a resolution authorising such change. The resolution must be filed with the ROC, along with fee of US$92, within 30 days from the date the resolution was adopted. A failure to do so will incur a fee of US$12 per day capped at $610. The company must, in addition, inform the Cayman Islands Monetary Authority ("CIMA") of this change (see details below).


Annual return

An exempted company must file an annual return with the ROC at the start of each year together with an annual fee.


The deadline for filing the annual return and payment of the the company to be struck off the register. In addition, the company will not be in good standing until such filing and payment is made, even though the penalties are only incurred from 1 April. The late filing penalties are set out below:


Penalties for late payment

Between 1 April and 30 June - 33.33 percent of the annual fee.

Between 1 July and 30 September - 66.67 percent of the annual fee.

Between 1 October and 31 December - 100 percent of the annual fee.


Corporate registers

An exempted company must maintain the following registers at its registered office:


Registers


Register of directors and officers

The company must file a copy of its register of directors and officers with the ROC within 60 days of first appointment of any director or officer of the company and it must notify the ROC within 30 days if any changes are made to its officers or directors by filing the following documents with the ROC:


1. a signed resolution reflecting the changes; or

2. a secretary's certificate reflecting the changes.


Should the company fail to file the updated copy of its register of directors and officers on time, the ROC may impose the following penalties:


1. to the company $610 per company and a maximum of $3,049 (apportioned equally between the companies in breach) where the same breach occurs in respect of five or more companies, and $1,216 where the registrar is satisfied that such breach was knowingly and wilfully authorised or permitted; and

2. $1,216 to each director and officer of the company to which the breach relates who knowingly and wilfully authorises or permits non- compliance and a further $122 per day during which the default continues.


Updated register of members

This may be kept at a different location, eg with the administrator, provided the registered office holds a record of the address where the register is maintained. If the register is kept elsewhere, the company must, upon service of an order or notice by the Tax Information Authority ("TIA"), make available copies of such registers at its registered office.

The requirements also apply to any branch register of members.


Pursuant to the Companies (Amendment) Act, the register of members must confirm the number and category of shares held by each member and whether each relevant category of shares held by a member carries voting rights under the articles of association of the company, and if so, whether such voting rights are conditional.


Should the company fail to comply with its obligations relating to the register of members, the ROC may impose the following penalties:


Updated register of members:

1. $6,098 to the company for non- compliance; and

2. $6,098 to each director or officer who knowingly and wilfully authorises or permits non- compliance.


Updated branch register:

1. $6,098 to the company and every officer for non-compliance; and

2. $6,098 to each director or manager who knowingly and wilfully authorises or permits non- compliance.


TIA obligations:

1. $610 and a further $122 for every day of non-compliance if the company fails to comply with the order or notice from the TIA without reasonable excuse.


Register of mortgages and charges

The company must maintain at its registered office a register of mortgages and charges and shall enter in such register in respect of each mortgage or charge a short description of the property mortgaged or charged ("entry").

Should the company fail to comply with its obligations relating to the register of mortgages and charges, the ROC may impose the following penalties:


1. $5 per day for each day to any director or officer who authorises or permits the refusal of inspection to creditors or members of the company; and

2. $122 to each director, manager or officer who knowingly and wilfully authorises or permits the omission of the requisite entry.


Memorandum of association