Update on Amendments to the Companies Law, Limited Liability Company Law and Security Investment Business Law in the Cayman Islands

Amendments to the Companies Law and Limited Liability Companies Law

This newsletter discusses recent amendments to Cayman Islands legislation as the result of recommendations made by the Financial Action Task Force which are being adopted globally.

The Companies (Amendment) (No. 2) Law, 2020 and the Limited Liability Companies (Amendment) (No. 2) Law, 2020 (together referred to as the “Amendment Laws”) came into force on 20 August 2020.

From 1 October 2020, the Amendment Laws make certain basic information publicly searchable relating to Cayman Islands companies and Limited Liability Companies “(LLC”), by making a request to the Registrar of Companies (“Registrar”) in person and paying a fee.

The following information is now publicly searchable for a Cayman Islands company:

  • Company name;
  • Address of the Company’s registered office in the Cayman Islands;
  • Authorised share capital;
  • Name and address of initial subscriber(s) (which is, typically, the registered office) and number of shares taken;
  • Date Memorandum of Association is executed and filed with the Registrar;
  • The Company registration number issued by the Registrar;
  • The general nature of business conducted by the Company; and
  • The Company’s financial year end.

The following information is now publicly searchable for a Cayman Islands LLC:

  • LLC name;
  • Address of the LLC’s registered office in the Cayman Islands;
  • Term of the LLC if duration is limited;
  • Names and addresses of initial members of the LLC;
  • The general nature of business conducted by the LLC; and
  • The LLC’s financial year end.

The following information is now publicly searchable for a Cayman Islands exempted limited partnership (“ELP”) and Foreign Company registered in the Cayman Islands (“Foreign Company”):

  • The general nature of business conducted by the ELP/Foreign Company;
  • The ELP’s/Foreign Company’s financial year end; and
  • The Registrar’s record of each ELP and statements filed by the ELP.

Amendments to the Securities Investment Business Law (2020 Revision) (“SIBL”)

The amendments to the SIBL include the Securities Investment Business (Amendment of Schedule 2A and Repeal of Schedule 4A) Order, 2020 (the “Order) which came into force on 20 August 2020.  This amendment now brings single family office activities within the scope of the definition of ‘securities investment business’.  Single family offices may therefore be required to register with the Cayman Islands Monetary Authority and may be subject to ongoing obligations under the SIBL.

Please contact David Fiebig at david.fiebig@amsfinancial.com or 517-213-8096 to discuss how the recent amendments may affect your business and how AMS Financial Group can assist you with compliance.

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