Company Registration Procedures

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Questions and Answers

What must a company maintain at its registered office?

A copy of the company's bylaws

A list of financial statements

A record of all business transactions

A register of its directors and officers (correct)

What is the time frame within which a company must notify the Registrar of a director's initial appointment?

60 days (correct)

90 days

45 days

30 days

What penalty may be incurred for not complying with Section 55?

$500 (correct)

$750

$250

$1,000

If a breach of Section 55 is willfully authorized, what could be the potential penalty for each director involved?

$1,000 Signup and view all the answers

Which of the following is NOT required for filing the register of directors and officers?

Detailed resumes of all directors Signup and view all the answers

What additional information should a client provide for a smooth filing process?

Nature of Business Signup and view all the answers

How can a company change its name?

Through a special resolution Signup and view all the answers

What should companies remember regarding document fees when filing?

Combining documents into a single submission may reduce fees Signup and view all the answers

What is required for a company to initiate a voluntary strike off?

Directors need to sign a declaration stating the company has no assets or liabilities. Signup and view all the answers

What can lead to a compulsory strike off of a company in the Cayman Islands?

The Registrar believing the company is not in operation. Signup and view all the answers

Within how many days must a Section 10 Statement be filed after a change occurs in the ELP's Section 9 Statement?

60 days Signup and view all the answers

How soon must a Section 10 Statement be filed if there is a change of a general partner due to a transaction?

Within 15 days Signup and view all the answers

What condition must a company meet to be eligible for voluntary liquidation?

It must be solvent and able to pay its debts. Signup and view all the answers

After a voluntary strike off filing is approved, what document can the company order?

Certificate of Strike Off Signup and view all the answers

Which document must be filed within 28 days of commencing the liquidation process?

Form 21: Declaration of Solvency Signup and view all the answers

What is one of the most common reasons for a compulsory strike-off?

Failure to demonstrate that the company is operational. Signup and view all the answers

What is the fee associated with filing each document related to liquidation?

USD 243.90 Signup and view all the answers

How long is the tax exemption certificate valid for an exempt company in the Cayman Islands?

20 years Signup and view all the answers

What must happen for an arrangement or transaction to be effective if it involves changing a general partner in an ELP?

A Section 10 Statement must be filed. Signup and view all the answers

After completing the liquidation process, which document must be filed within 7 days?

Liquidation Amendment Signup and view all the answers

What annual obligation does an entity with a tax exemption certificate have?

Submit a report to prove qualification Signup and view all the answers

What is the total fee for filing both Form 19 and Form 20?

USD 487.80 Signup and view all the answers

Which statement is true regarding the requirements for filing in the Cayman Islands?

Filings may incur additional fees for extra documents. Signup and view all the answers

Which of these documents is not involved in the 28-day filing procedure for liquidation?

Certificate of Dissolution Signup and view all the answers

What is the time limit for submitting the initial filing after the resolution is adopted?

30 days Signup and view all the answers

Which document is NOT required for the Renomination of Shares filing?

Incorporation Certificate Signup and view all the answers

What information must the resolution include for both the first and second filings?

Names of all signatories and their signatures Signup and view all the answers

What must be included in a Resignation Letter submitted by a Registered Office?

A clear statement of the reasons for the resignation Signup and view all the answers

What is the penalty for late filing of the Amended M&A?

No penalty Signup and view all the answers

Which of the following must be included in a special resolution for modifying the memorandum of association?

Resolution date and names of signatories Signup and view all the answers

What document is required for the Redetermination of Registered Office filing?

A Resolution Signup and view all the answers

How soon must a resolution passed under subsection (3) or (4) be sent to the Registrar?

Within fifteen days Signup and view all the answers

What happens when a company is struck off from the Register of Companies?

The company ceases to exist Signup and view all the answers

Which of the following is NOT required when filing a resolution?

A detailed explanation of the company's financial history Signup and view all the answers

What is required for the Amended M&A during the Renomination of Shares filing?

Dates of the resolution and effective date Signup and view all the answers

What must an exempted company file to increase its authorized share capital?

An 'Increase in Share Capital' request through an ordinary resolution Signup and view all the answers

What key detail should not be mentioned in the documents required for filings, including the Amended M&A?

Companies 'Law' Signup and view all the answers

What should the Amended Memorandum & Articles of Association document clearly state?

The date the resolution was passed and the effective date Signup and view all the answers

What is required when submitting a Director's Resolution?

The name of each signatory and their signature Signup and view all the answers

What is the process to reverse or vary the re-denomination of shares?

By passing a resolution made by the directors Signup and view all the answers

Study Notes

Registration Process

Companies must register foreign characters in their name to ensure accurate inclusion in official documents.
A register must be maintained at the registered office, listing directors and officers, including alternates.

Registrar Notification Requirements

Initial appointments must be reported to the Registrar within 60 days.
Changes in directors or officers must be reported within 30 days to avoid penalties.
Non-compliance may incur a penalty of $500; willful breaches attract higher penalties of $1,000 for the company and $1,000 for each involved director or officer, plus daily fines.

Documents for Filing

Required documents for appointment include a resolution and a register of directors and officers.
A fee applies for each accompanying document unless combined into one submission.

Change of Name

Companies can change their name through a special resolution.
Exempted companies may adopt dual foreign names.
Any resolution must include proper signatures and be accurately dated.

Registered Office Resignation Process

The registered office can resign by submitting a formal letter stating the reasons for resignation.

Redetermination/Re-appointment

A resolution indicating the resignation of the previous registered office is required.

Redenomination of Shares

Companies may reverse or vary currency redenomination actions through a director’s resolution.
Any resolution or change must be reported to the Registrar within 15 days.

Exempted companies can increase authorized shares through an ordinary resolution submitted within 30 days.
Both an "Increase in Share Capital" request and "Redenomination of Shares" filings require resolutions and amended Memorandum and Articles of Association.

Amended Memorandum and Articles of Association (M&A)

Changes to the memorandum can be initiated through a special resolution filed within 15 days.
Late filing of amended M&A does not incur penalties, but timely compliance is encouraged.

Strike Off Process

Strike off removes a company from the Register, ceasing its existence.
Companies can initiate a voluntary strike-off by declaring no assets or liabilities.
The Registrar may also initiate a compulsory strike-off if the business is inactive or not operating.

Changes in Exempted Limited Partnership (ELP)

General partners must file a Section 10 Statement with the Registrar within 60 days of a change in the ELP's situation, with a 15-day deadline if a GP is removed or replaced.

Liquidation Process

A company must be solvent to initiate voluntary liquidation.
Forms 19, 20, and 21 must be filed within 28 days of starting liquidation, with fees of approximately $243.90 per document.
After liquidation, further filings are required within 7 days following the Final General Meeting.

Liquidation Fees

Each individual document associated with liquidation has a fee of approximately $243.90, along with additional fees for various certificates and publications.

Tax Exemption Certificate

Companies in the Cayman Islands have no direct taxes, and exempt companies can benefit from a tax exemption certificate valid for up to 20 years.
Companies must apply and report annually to maintain this exemption and must comply with relevant laws and regulations.

CIMA FAR Filing

Responsible for submitting required fees to the Authority on behalf of the entity, avoiding non-compliance with financial regulation.

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Description

This quiz covers the essential steps involved in the company registration process, focusing on the importance of including foreign characters in company names, maintaining director records, and fulfilling notification requirements. Ensure you understand the legal obligations and best practices for successfully managing your company's registration.