Guidance - Corporate Filings (Cayman Islands) (Revised - 2024 ).pptx

Understanding Corporate Filings (Cayman Islands) Navigating Key Processes Presentation By: Shanet Crawford Date: 05 – 10 – 2023 Revised: 20-08-2024 Introduction: Welcome to the training session on Understanding Corporate Filings in the Cayman Islands. In this session, you will ga...

Understanding Corporate Filings (Cayman Islands) Navigating Key Processes Presentation By: Shanet Crawford Date: 05 – 10 – 2023 Revised: 20-08-2024 Introduction: Welcome to the training session on Understanding Corporate Filings in the Cayman Islands. In this session, you will gain essential knowledge to support the efficient filing processes that occur within our organization. Purpose of the Training: The primary purpose of this training is to equip you with the information needed to provide the correct documents and details required for filings submitted through CAPS ( General Registry) and REEFS (CIMA). By being well-informed, you play a vital role in ensuring that the OICL Team have the right information to process filings accurately and on time, reducing potential delays and errors. Training Objectives: By the end of this session, you will be able to:  Recognize the specific filing requirements for different processes.  Provide accurate information and documents for filings.  Assist in ensuring compliance with laws and regulations.  Contribute to overall operational efficiency.  Agenda/Topics To Be Covered Formation Amended M&A Formation / Chinese Authentication Strike Off/Certificate Register of Directors & Officers (RODO) – (RDO) Change in Term/Amended LPA - (Section 10) Change of Name Liquidation Change in Registered Office (RO Resolution) Tax Exemption Certificate Request RO Resignation CIMA – FAR Filing CIMA – Amendment/Supplements of Offering Redenomination of Shares Documents Increase in Share Capital Apostille  IMPORTANT! Filings that require additional document(s) to be submitted will incur a fee per document. (File any document fee apply.) *Click Here for the Fee Schedule. Different Types of Registrations There are five distinct entity registration options available on CAPS, each requiring the submission of specific documents to General Registry. The primary filing types we frequently encounter include: Company Registrations Limited Liability Company Registrations Partnership Registrations *Click here to learn more. CAPS FILING FORM Limited Liability Company The LLC Act and document templates can be found here. CAPS FILING FORM Company Registration Documents Required specifically for Incorporation: Application Form: The initial step in the registration process, providing essential company details. Memorandum and Articles of Association: The fundamental legal documents outlining the company's purpose, structure, and regulations. Declaration 165: A declaration confirming that the company meets the necessary legal requirements. Register of Directors: Although not filed during registration, a copy must be maintained at the Registered Office for reference. Register of Members: A record of the company's shareholders or members. Share Transfer : This document is related to the transfer of shares within the company. Subscriber Resolution: A resolution passed by the subscribers of the company to officially incorporate it. Company Registration – Foreign Characters Additional Requirements for Foreign Characters If the Company Registration involves foreign characters in the company name, please note that the following documents are required: Certificate of Translation: A certified translation of the document into the appropriate language. Form 2: A specific form indicating the use of foreign characters in the registration. It helps ensure that the registration process properly accounts for and acknowledges the inclusion of foreign characters in the company's name. *Click Here for the Fee Schedule. Register of Directors & Officers Keeping Records and Avoiding Penalties Every company must maintain a register at its registered office, which lists the names and addresses of its directors and officers, including alternate directors. Registrar Notification Requirements: Within 60 days of the initial appointment of any director or officer, a copy of this register must be sent to the Registrar. Any changes in directors or officers, including name changes, must be reported to the Registrar within 30 days. Penalties for Non-compliance: A company not adhering to Section 55 may incur a $500 penalty. Additionally, if a breach of Section 55 is knowingly and willfully authorized or permitted: The company may face a $1,000 penalty (Please note that this is up to the discretion of the Registrar). Each director and officer involved may incur a $1,000 penalty and an additional $100 for each day of continued non-compliance. Register of Directors & Officers Documents Required. Documents Required for Filing: Resolution for Director's Appointment Register of Directors and Officers Important to note that accompanying documents may incur a fee per document, unless combined into a single submission. (File any document fee apply.) Additional Information Needed: To ensure smooth filing and prevent delays, the client should provide: Initial Subscriber (Name, Address and Number of Shares) Nature of Business Financial Year End *Click Here for the Fee Schedule. Change of Name F Capital Holdings Limited |RBB Limited A company can change its name through a special resolution. Exempted companies can also adopt or modify dual foreign names. For this, you need to submit: Certificate of Translation Form 2 For Segregated Portfolio Company: A Segregated Portfolio Company is required to include in its name either “Segregated Portfolio Company” or “SPC”. Resolution Requirements: Ensure the resolution is dated and includes *Click Here for the Fee Schedule. the name of each signatory along with their signature. The Amended M&A can be submitted in this filing or filed at a later date based on client's preference. Is there a deadline? …. According to the Companies Act, A copy of any resolutions passed must be submitted to the Registrar within 15 days. A new Certificate of Incorporation reflecting the updated name will be provided by General Registry upon approval of the filing. Fee Breakdown Documents Fee (USD) Resolution $122 Certificate of Change of name $183 Amended M&A $122 Express Service $122 Electr Xtransact Fee (all filing) $1.21 Change in Registered Office Avoiding Penalties and Ensuring Compliance Every company operating in the Cayman Islands must maintain a registered office within the Islands. This registered office serves as the official address for all communications and notices related to the company. Failure to maintain a registered office while conducting business in the Cayman Islands can result in a penalty of ten dollars for each day that business is carried on without compliance. A company can change the address of its registered office within the Cayman Islands by passing a resolution of the directors. This resolution must be filed with the Registrar within thirty days of its adoption. It's important to note that until Section 11, subsection (1) of the Companies Act is fully complied with, the company will not be considered compliant with the law regarding having a registered office. Document Requirements: Director's Resolution: Ensure that the resolution is properly dated and includes the name of each signatory, along with their signature. *Click Here for the Fee Schedule. RO Resignation Resignation Process for Registered Office Key Information: Resignation Option: The Registered Office has the right to submit its resignation as the Registered Office of an entity. Resignation Letter: To initiate this process, a formal Resignation Letter must be signed and submitted to the General Registry. Reason for Resignation: The Resignation Letter should include a clear statement of the reasons for the resignation. *Click Here for the Fee Schedule.  Registered Office Redetermination/Re-appointment A Resolution is required for the Redetermination of RO filing with General Registry. Please note that it is required to state that the previous registered office resigned. Redenomination of Shares Reversing or Varying Actions A company has the option to reverse or vary the re-denomination of currency or any other action taken under subsection (3) of section 13 of the Companies Act. This can be done through a resolution passed by the directors. Registrar Notification Requirement: Any resolution passed under subsection (3) or (4) should be sent to the Registrar within fifteen days of being passed. Filing options: File the resolution only. File both the resolution and Amended Memorandum & Articles of Association (M&A). Resolution Requirements: Ensure it is properly dated. Include the name of each signatory. Include their signature. Amended M&A Requirement: Ensure both the date the resolution was passed, and the effective date are clearly stated in the document. Ensure there is no reference to the Companies ‘Law’. Increase in Filings and Requirements Share Capital An exempted company may increase its authorized share through an ordinary resolution by filing an "Increase in Share Capital" request. This filing must be submitted to General Registry within 30 days from the date the resolution is adopted. Following the approval of the first filing, a "Redenomination of Shares" filing must be submitted along with the Resolution and the Amended Memorandum & Articles of Association (M&A). Documents Required for the First Filing (Increase in Share Capital): Resolution: Ensure the resolution includes a date and the names of all signatories, along with their signatures. Documents Required for the Second Filing (Redenomination of Shares): Resolution: Similar to the first filing, ensure the resolution includes a date and the names of all signatories, along with their signatures. Amended M&A - Ensure both the date the resolution was passed, and the effective date are clearly stated in the document. Ensure there are no mentions of the Companies 'Law' in the document. Amended M&A Resolutions and Requirements A company can modify its memorandum of association concerning any specified objects, powers, or other matters through a special resolution. The special resolution must be filed with General Registry within fifteen days of the resolution being passed. Documents Required: Special Resolution – Ensure the resolution is dated and includes the name of each signatory along with their signature. Amened M&A - Ensure both the date the resolution was passed, and the effective date are clearly stated in the document. Ensure there are no mentions of the Companies 'Law' in the document. Penalty for Late Filing? There is no penalty for late filing of the Amended M&A. However, to remain compliant with the Companies Act, filing should occur within the specified timeframe with the Register of Companies. Strike Off/Certificate Ceasing Company Existence Strike off is the process of removing a company from the Register of Companies, effectively causing the company to cease to exist. Two Types of Strike Off: Voluntary Strike Off: The company can request a voluntary strike off from the Registrar. This is initiated by the company itself. Procedure for Voluntary Strike Off: Directors need to sign a declaration stating that the company has no assets or liabilities. This will then be submitted under 'Strike Off Filing' on CAPS. Certificate of Strike Off: After the Strike-Off filing is approved, a Certificate of Strike Off can be ordered on CORIS. Compulsory Strike Off: General Registry may strike off a Cayman Islands company from the Register under section 156 of the Companies Act. This happens when the Registrar has reasonable cause to believe that the company is not carrying on business or is not in operation. The most common reason for a compulsory strike-off of a company, is failure of the Change in Term/Amended LPA (Section 10 ) An exempted limited partnership ("ELP") is registered with the Registrar of Exempted Limited Partnerships (the "Registrar") by a general partner (a "GP") filing a Section 9 Statement, as required by Section 9 of the ELP Law. If any changes occur in any matter specified in the ELP's Section 9 Statement, a GP must file a Section 10 Statement with the Registrar, specifying the nature of the change. The Section 10 Statement should typically be submitted within 60 days of the change. In cases where any person is removed, replaced, or admitted as a GP due to an arrangement or transaction, a Section 10 Statement must be filed within 15 days of that arrangement or transaction. Until such a statement is filed, the arrangement or transaction will not be effective according to the ELP Law and the exempted limited partnership agreement (LPA)."  Liquidation What is required to voluntarily liquidate a company? The company must be solvent (able to pay its debts when they fall due) before it can undergo voluntary liquidation. Within 28 days of commencing the liquidation process, the following documents must be filed with the Registrar: Form 19: Notice of Voluntary Winding up Form 20: Liquidator’s consent to act Form 21: Declaration of Solvency Please note a fee of US $243.90 is associated with each individual document. After completing the winding-up (liquidation) process, the liquidator must file the following (Liquidation Amendment) with the Registrar within 7 days of the Final General Meeting: Liquidation Fees FEE BREAKDOWN CI USD Filing of shareholder 200.00 243.90 resolution Filing of Form 19 200.00 243.90 Filing of Form 20 200.00 243.90 Filing of Form 21 200.00 243.90 Filing of form 37 200.00 243.90 Cert of Dissolution 150.00 182.93 Gazette 600.00 731.71 Tax Exemption Certificate Companies in the Cayman Islands are not subject to any form of direct taxation in Cayman Islands. An Exempt company provides the additional benefit of a tax exemption certificate granted for a period of up to 20 years. How to Apply: Entities need to submit an application to the Cayman Islands Department for International Tax Cooperation (DITC) which can be done on CAPS. Annual Check: TEC is usually valid for a year. Entities must report annually to prove they still qualify. Following Rules: Entities must follow Cayman Islands laws and regulations and keep their financial records in order.  IMPORTANT! Filings that require additional document(s) to be submitted will incur a fee per document. (File any document fee apply.) *Click *Click Here Here for for the the Fee Fee Schedule. Schedule. CIMA – FAR Filing Our sole responsibility for CIMA FAR filing is to submit the required fees to the Authority on behalf of the entity. CIMA – Amendment/Supplements of Offering Documents Regulatory Compliance and Submission Process the Cayman Islands Monetary Authority (CIMA) regulates and oversees the financial services industry. When it comes to Amendment/Supplements of Offering Documents filing with CIMA, this typically pertains to mutual funds and other investment entities governed by the Mutual Funds Law and related regulations. Funds make these filings to reflect changes in investment objectives, strategies, fees, and other important information provided to investors. CIMA mandates these filings to ensure accuracy and transparency in the financial industry, safeguarding investor interests. Submission Process: Funds submit updated documents to CIMA for review and approval. Timely filing is crucial, especially for significant changes. Payment: The filing fee is submitted on REEFS, while the documents are emailed to CIMA. Turnaround Time: CIMA doesn't specify a specific confirmation timeframe. However, it's standard practice to request and follow up on confirmation to inform clients promptly. *Click here for CIMA Fee Schedule. Apostille Obtaining an Apostille Process Overview: In most cases, documents that require an apostille must be notarized by a Cayman Islands Notary Public. The notary will confirm the authenticity of the document(s). Apostille Affixation: After notarization, a red ribbon is applied to the document. The document along with the cover letter is then couriered to the passport office for the affixation of the apostille. The cost for an apostille is CI $150 (approximately US$182.93) per document or set. Payment is typically made by cheque. Verify Apostille - Apostille Verification (gov.ky) Important Links Guides & Templates DITC - Economic Substance Notes CIMA - FAR Completion Guide General Registry - Acts & Regulations CIMA - FEE SCHEDULE General Registry - Publications CIMA - Acts and Regulations General Registry - Directors & Officers Guidance Notes General Registry - FEE SCHEDULE General Registry - Nature of Business Guidance General Registry - Exempted Limited Partnership Act General Registry - Annual Return Template General Registry – Companies Winding up Rules and Templates General Registry - Companies Act (2023 Revision) General Registry - Section 10 ( Template) General Registry – Procedural Manual General Registry - Strike Dates Notice (2024)