{"kind":"expression","expression":{"expr_id":"2221","doc_id":"2221","label":"Companies (Amendment) (No.2) Bill, 2020","is_as_enacted":"f","commenced_on":null,"superseded_on":null,"valid_from":null,"valid_to":null,"is_current":"t","incorporating":null,"akn_expr_iri":"\/akn\/ky\/bill\/2020\/21\/eng@2020-01-01","akn_envelope":"{\"_canary\": {\"iri\": {\"work\": \"\/akn\/ky\/bill\/2020\/21\", \"expression\": \"\/akn\/ky\/bill\/2020\/21\/eng@2020-01-01\", \"manifestation\": \"\/akn\/ky\/bill\/2020\/21\/eng@2020-01-01.pdf\"}, \"pdf\": {\"md5\": \"d8a657d15f14502e527e17c52b4d8011\", \"path\": \"\/Users\/q\/kyleg-data\/working\/BILLS\/2020\/2020-0021\/2020-0021.pdf\", \"pages\": 15, \"filename\": \"2020-0021.pdf\"}, \"errors\": [], \"extraction\": {\"model\": null, \"stats\": {\"word_count\": 3408, \"paragraph_count\": 20, \"text_char_count\": 22090}, \"usage\": null, \"method\": \"pymupdf-text\", \"version\": \"kyleg-akn-1.0\", \"extracted_at\": \"2026-07-18\"}, \"classification\": \"text_layer\", \"validation_flags\": [], \"docai_processor_id\": null}, \"akomaNtoso\": {\"act\": null, \"doc\": null, \"bill\": {\"body\": [{\"eId\": \"sec_n1\", \"num\": null, \"text\": \"COMPANIES (AMENDMENT) (NO.2) BILL, A BILL FOR A LAW TO AMEND THE COMPANIES LAW (2020 REVISION) TO PROVIDE FOR AN ADMINISTRATIVE PENALTY REGIME; TO PERMIT THE REGISTRAR TO MAKE AVAILABLE FOR INSPECTION THE INFORMATION REQUIRED UNDER SECTION 26(3); AND FOR INCIDENTAL AND CONNECTED PURPOSES Introduced PUBLISHING DETAILS Sponsoring Ministry\/Portfolio: Ministry of Financial Services and Home Affairs (FSHA) Objects and Reasons Introduced Memorandum of OBJECTS AND REASONS This Bill seeks to amend the Companies Law (2020 Revision) (the \u201cprincipal Law\u201d) to provide for an administrative penalty regime and to permit the Registrar to make available for inspection the information required under section 26(3). Clause 1 provides for the short title. Clause 2 provides for an amendment to section 2 of the principal Law in the definition of \u201cregulatory Laws\u201d to include the Development Bank Law (2018 Revision), the Directors Registration and Licensing Law, 2014 and the Private Funds Law, 2020. Clause 3 provides for the repeal and replacement of section 26(3) of the principal Law. The amendment makes it a requirement for a register to be kept in which the particulars in Schedule 1A, except the particulars in paragraph (i), shall be entered. The amendment also provides for the Registrar to make the register available for inspection by a person on the payment of a fee. Clause 4 provides for the amendment of section 168 of the principal Law to require an exempted company that does not hold a licence to carry on business in the Islands to which section 174 refers to state the nature of its business on the annual returns. Clauses 5 and 6 provide for amendments to references in sections 174 and 202 of the principal Law which are consequent on the amendments to section 26(3). Clause 7 provides for an amendment to section 245 of the principal Law to delete the words \u201cexcluded person\u201d and substitute the words \u201cregistered person\u201d wherever they appear. The amendment is consequent upon amendments to the Securities Investment Business Law (2020 Revision) that removed the category of \u201cexcluded persons\u201d. Clauses 8 to 12 provide for amendments to sections 256, 265, 270, 271, 273 and 280 of the principal Law to adjust the specified references to \u201ccompany\u201d to references to \u201ccorporate services provider\u201d. The amendment, in each case, relates to the shifting of the responsibility for issuing a restrictions notice from the company to the corporate services provider. Clause 13 provides for the insertion of Part XVIIB into the principal Law. The proposed new Part XVIIB sets out the administrative fine framework. The proposed new section 281A. empowers the Registrar to impose administrative fines on persons who breach any provision specified in Schedule 7. The proposed new section 281B provides that the fine for an initial breach is five thousand dollars. The proposed new section also provides that the Registrar may, in addition to the fine for the initial breach, impose a further fine of one thousand dollars for every month during which the breach continues until either the breach stops, payment is made for the initial fine and the fines for the continuing breaches or the total of the fines amount to twenty-five thousand dollars. Objects and Reasons Introduced The proposed new section 281F provides that the Registrar may issue guidance on the enforcement of administrative fines. The proposed new section 281H empowers the Cabinet to, among other things, provide for the forms and procedures for imposing fines and appeals against decisions under Part XVIIB by way for regulations. Clause 14 provides for the amendment of section 282 to adjust a cross reference consequent on the amendment of the principal Law. Clause 15 provides for the insertion of new Schedule 1A pursuant to the amendment of section 26(3). The new schedule provides for the required particulars that are required to be entered in the register of companies. Clause 16 provides for the amendment of Schedule 5 of the principal Law to set out, among other things, the fee that is payable for the inspection of the register. Clause 17 provides for the insertion of Schedule 7 into the principal Law. The new schedule is pursuant to the amendments to section 281A to provide for administrative fines. Clause 18 provides for transitional provisions in relation to the administrative fine regime and the filing of annual returns on the commencement of the amending legislation. The provisions in the sections 13 and 17 shall not apply to any person until thirty days after the commencement of this amending Law. The clause also provides that, notwithstanding that an exempted company under section 168 of the principal Law has already filed the annual return due in January 2020 at the commencement of this Law, the information at section 168(aa) is required to be filed within three months of the commencement by every exempted company under section 168. Arrangement of Clauses Introduced Arrangement of Clauses Clause 1.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_2\", \"num\": \"2.\", \"text\": \"Amendment of section 2 of the Companies Law (2020 Revision) \u2013 definitions and 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_18\", \"num\": \"18.\", \"text\": \"Clause 1 Introduced A BILL FOR A LAW TO AMEND THE COMPANIES LAW (2020 REVISION) TO PROVIDE FOR AN ADMINISTRATIVE PENALTY REGIME; TO PERMIT THE REGISTRAR TO MAKE AVAILABLE FOR INSPECTION THE INFORMATION REQUIRED UNDER SECTION 26(3); AND FOR INCIDENTAL AND CONNECTED PURPOSES ENACTED by the Legislature of the Cayman Islands.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_1\", \"num\": \"1.\", \"text\": \"Short title 1. This Law may be cited as the Companies (Amendment) (No. 2) Law, 2020. 2. Amendment of section 2 of the Companies Law (2020 Revision) \u2013 definitions and interpretation 2. The Companies Law (2020 Revision), in this Law referred to as the \u201cprincipal Law\u201d, is amended in section 2 in the definition of \u201cregulatory Laws\u201d as follows \u2014 (a) in paragraph (g), by deleting the word \u201cand\u201d where it appears at the end of the paragraph; (b) in paragraph (h), by deleting the comma and substituting a semicolon; and (c) by inserting after paragraph (h), the following paragraphs \u2014 \u201c(i) Development Bank Law (2018 Revision); (j) Directors Registration and Licensing Law, 2014; and (k) Private Funds Law, 2020.\u201d. Clause 3 Introduced\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_3\", \"num\": \"3.\", \"text\": \"Amendment of section 26 - registration 3. The principal Law is amended in section 26 by repealing subsection (3) and substituting the following subsections \u2014 \u201c(3) A register of companies shall be kept by the Registrar in which shall be entered the particulars set out in Schedule 1A and, save for the particulars set out in paragraph (i) of Schedule 1A, such particulars shall be annexed to the memorandum of association and articles of association, if any, insofar as they are not included therein. (3A) The Registrar shall make the register under subsection (3) available for inspection by any person on payment of the fee specified in Part 1A of Schedule 5 and the inspection shall be subject to such conditions as the Registrar may impose. (3B) The Cabinet may amend Schedule 1A by Order.\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_4\", \"num\": \"4.\", \"text\": \"Amendment of section 168 - annual return 4. The principal Law is amended in section 168 by inserting after paragraph (a) the following paragraph \u2014 \u201c(aa) states the nature of the business;\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_5\", \"num\": \"5.\", \"text\": \"Amendment of section 174 - prohibited enterprises 5. The principal Law is amended in section 174(3) by deleting the words \u201c26(3)(a)\u201d and substituting the words \u201c26(3)\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_6\", \"num\": \"6.\", \"text\": \"Amendment of section 202 - registration under this Part 6. The principal Law is amended in section 202(2) by deleting the words \u201cparagraphs (a) to (h) of\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_7\", \"num\": \"7.\", \"text\": \"Amendment of section 245 - application 7. The principal Law is amended in section 245 by deleting the words \u201can excluded person\u201d wherever they appear and substituting the words \u201ca registered person\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_8\", \"num\": \"8.\", \"text\": \"Amendment of section 256 - consequences of failure to declare beneficial ownership 8. The principal Law is amended in section 256(3) by deleting the words \u201cthe company shall\u201d and substituting the words \u201cthe corporate services provider shall\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_9\", \"num\": \"9.\", \"text\": \"Amendment of section 265 - right to issue enforcement notices 9. The principal Law is amended in section 265 as follows \u2014 (a) in subsection (1), by deleting the words \u201cA company to which this Part applies\u201d and substituting the words \u201cThe corporate services provider of a company to which this Part applies\u201d; and Clause 10 Introduced (b) in subsection (2), by deleting the words \u201cthe company\u201d and substituting the words \u201cthe corporate services provider\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_10\", \"num\": \"10.\", \"text\": \"Amendment of sections 270 and 271 - relaxation of restrictions; and orders for sale 10. The principal Law is amended in sections 270(1) and 271 by deleting the word \u201ccompany\u201d wherever it appears and substituting the words \u201ccorporate services provider\u201d in each instance.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_11\", \"num\": \"11.\", \"text\": \"Amendment of section 273 - company may withdraw restrictions notice 11. The principal Law is amended in section 273 as follows \u2014 (a) in the section heading, by deleting the word \u201ccompany\u201d and substituting the words \u201ccorporate services provider\u201d; and (b) by deleting the word \u201ccompany\u201d wherever it appears and substituting the words \u201ccorporate services provider\u201d in each instance.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_12\", \"num\": \"12.\", \"text\": \"Amendment of section 280 - regulations 12. The principal Law is amended in section 280(1)(h) by deleting the word \u201ccompanies\u201d and substituting the words \u201ccorporate services providers\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_13\", \"num\": \"13.\", \"text\": \"Insertion of Part XVIIB \u2013 administrative fines 13. The principal Law is amended by inserting after Part XVIIA the following Part \u2014 \u201cPart XVIIB \u2013 Administrative fines Registrar\u2019s power to fine 281A. The Registrar has the power to impose an administrative fine on a person who breaches a provision of this Law that is specified in Schedule 7. Fine amounts 281B. The fine shall be five thousand dollars for a breach and the Registrar may, in addition to the fine for the initial breach, impose a further fine of one thousand dollars for every month that the breach continues, until one of the following occurs \u2014 (a) the breach stops or is remedied; (b) payment of the initial fine and all fines imposed for the continuing breach; or (c) the total of the initial fine and all fines for the continuing breach amounts to twenty-five thousand dollars. Clause 13 Introduced The power to fine 281C. For the avoidance of doubt \u2014 (a) a fine may be imposed for a breach that is not an offence; (b) where a breach set out in Schedule 7 is also an offence, a fine for the breach is not limited by the penalty under the provision or by sections 6(2)(ii) and 8 of the Criminal Procedure Code (2019 Revision); and (c) the Registrar shall not impose a fine where criminal proceedings have commenced or have been concluded in relation to the acts that constitute the breach. Limitation period 281D.(1) The Registrar shall not impose a fine after the expiration of six months after the date on which the Registrar became aware of the occurrence of the breach. (2) For the purpose of subsection (1), the Registrar becomes aware of the breach when information is first received from which the breach could reasonably have been inferred. Relationship with penalties 281E. If a breach set out in Schedule 7 is an offence, a fine for the breach shall not preclude a prosecution for the breach or liability for any relevant fees. Registrar may issue guidance 281F. The Registrar may issue guidance on the enforcement of administrative fines. Registrar\u2019s rule-making power for this Part 281G. The Registrar may, by rules published in the Gazette, provide for \u2014 (a) aggravating and mitigating factors for fines; and (b) the publishing of fines imposed in accordance with this Part. Regulation-making powers for this Part 281H. Regulations made by Cabinet may provide for \u2014 (a) forms and procedures for imposing fines; (b) appeals against decisions under this Part; (c) how fines shall be paid and may be enforced; (d) interest on outstanding fines; (e) evidentiary provisions for proceedings relating to this Part; and Clause 14 Introduced (f) such other matters that are necessary or convenient to give effect to the purposes or provisions of this Part.\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_14\", \"num\": \"14.\", \"text\": \"Amendment of section 282 - amendment of Schedules 14. The principal Law is amended in section 282 by deleting the words \u201cSchedule 4 or Schedule 5\u201d and substituting the words \u201cSchedule 4, Schedule 5 or Schedule 7\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_15\", \"num\": \"15.\", \"text\": \"Insertion of Schedule 1A - required particulars 15. The principal Law is amended by inserting after Schedule 1 the following Schedule \u2014 \u201cSCHEDULE 1A (section 26(3) ) Required Particulars The required particulars are \u2014 (a) the name of the company and, in the case of an exempted company, the exempted company\u2019s dual foreign name (if any) together with its translated name; (b) the part of the Islands in which the registered office of the company is proposed to be situate; (c) the amount of capital of the company and, in the case of a company having its share capital divided into shares of a nominal or par value, the number of shares into which it is divided and the fixed amounts thereof; (d) the names and addresses of the subscribers to the memorandum and the number of shares taken by each subscriber; (e) the date of execution of the memorandum of association; (f) the date of filing of the memorandum of association; (g) the number assigned to the company; (h) in the case of a company limited by guarantee or a company that has no limit placed on the liability of its members \u2014 (i) a statement that the company is limited by guarantee or is unlimited, as the case may be; and (ii) the omission of any of the particulars specified in this Schedule which are irrelevant or inappropriate; (i) the nature of the business; and (j) the date of the end of the company\u2019s financial year.\u201d. Clause 16 Introduced\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_16\", \"num\": \"16.\", \"text\": \"Amendment of Schedule 5 - fees 16. The principal Law is amended in Schedule 5 as follows \u2014 (a) in the Schedule cross-heading by deleting the words \u201c(sections 26(4), 41(2), 45(2), 169(1), 184(2), 199(1) and 213(4) and (5))\u201d and substituting the following Schedule cross-heading \u2014 \u201c(sections 26(3), 26(4), 41(2), 45(2), 169(1), 184(2), 199(1), 213(4) and 213(5))\u201d; and (b) by inserting after Part 1 the following Part \u2014 \u201cPART 1A The fees payable for the inspection of the register under section 26(3A) is $50.\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_17\", \"num\": \"17.\", \"text\": \"Insertion of Schedule 7 \u2013 administrative fines 17. The principal Law is amended by inserting after Schedule 6 the following Schedule \u2014 \u201cSCHEDULE 7 (section 281A) Administrative fines No. Description of breach 1. 247(1) Failure of a company to take reasonable steps to identify any beneficial owner of the company 2. 248(1) Failure of a company to take reasonable steps to identify any relevant legal entities that exist in relation to the company 3. 249(1) Failure of a company to give notice in writing to beneficial owners and relevant legal entities identified under section 249(1). 4. 250(2) Failure of a beneficial owner or relevant legal entity to supply information under section 250(2) within the timeframe specified at 250(3). 5. 252(1) Failure of a company to keep its beneficial ownership register at the company\u2019s registered office. Clause 17 Introduced No. Description of breach 6. 252(2) Failure of a corporate services provider engaged for the provision of registered office services to establish and maintain the company\u2019s beneficial ownership register in accordance with section 252(2). 7. 252(3) and 252(3A) Failure of an ordinary resident company to either engage a corporate service provider or the Registrar to assist the ordinary resident company to establish and maintain the beneficial ownership register. 8. 253(1) Failure of a company to provide in writing to a corporate services provider or to the Registrar the required particulars of registrable persons in respect of the company once the particulars have been confirmed. 9. 253(1A) Failure of a company to provide- (a)  written confirmation of the exemption to the corporate services provider; or (b)  instructions to file the written confirmation with the competent authority under section 253(1A). 10. 253(1A)(a)(i) Incorrect reporting by a person that the person is a legal entity or a subsidiary to whom Part XVIIA does not apply  by virtue of section 245(1). 11. 255(1) Failure of a company to give notice requesting confirmation of a change under section 255(1) to a registrable person as soon as reasonably practicable after the company becomes aware of a relevant change with respect to a registrable person. 12. 255(2) Failure of a company that receives confirmation of a relevant change to instruct the corporate services provider or the Registrar to enter the change in the company\u2019s beneficial ownership register in accordance with section 255(2). 13. 256(1) Failure of the corporate services provider to give notice of its opinion to a company if it is of the opinion that the company has failed to comply with section 253 or 255 without reasonable excuse, or has made a statement that is false, deceptive or misleading in accordance with section 256(1). Clause 18 Introduced No. Description of breach 14. 256(2) Failure of a company to provide the corporate services provider or the Registrar with a response to a notice under section 256(2). 15. 256(3) Failure of a corporate services provider to \u2014 (a) issue a restrictions notice; and (b) send a copy of the notice to the competent authority within two weeks, where the registrable person does not comply with the obligations under section 256(3). 16. 257(2) Failure of a person to whom the section applies\u2014 (a) to notify the company of the relevant changes; (b) to state the date the change occurred; and (c) to give the company the information needed to update the beneficial ownership register under section 257(2), within the timeframe specified under section 257(3). 17. 261(2) Failure of the corporate services provider to regularly deposit beneficial ownership information in such place, such manner and at such intervals as may be prescribed in accordance with section 261(2). 18. 266(1) Failure of an entity to act in a manner consistent with the terms of a restrictions notice under section 266(1).\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_19\", \"num\": \"19.\", \"text\": \"279A Failure of a company or a corporate services provider to respond to a request for additional information under section 279A within the time specified. .\u201d. 18. Transitional 18. (1) Sections 13 and 17 shall not apply to any person until thirty days after the commencement of this Law. (2) Notwithstanding that the annual return due in January 2020 has already been filed at the commencement of this Law, every exempted company under section Clause 18 Introduced 168 shall file the information required in section 168(aa) within three months after the commencement of this Law. (3) Section 170 shall apply, subject to any necessary modifications, to an exempted company referred to under subsection (2) that fails to comply with the requirement to file information within three months after the commencement of this Law. Passed by the Legislative Assembly the         day of                           , 2020. 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The\namendment makes it a requirement for a register to be kept in which the particulars in\nSchedule 1A, except the particulars in paragraph (i), shall be entered. The amendment also\nprovides for the Registrar to make the register available for inspection by a person on the\npayment of a fee.\nClause 4 provides for the amendment of section 168 of the principal Law to require an\nexempted company that does not hold a licence to carry on business in the Islands to which\nsection 174 refers to state the nature of its business on the annual returns.\nClauses 5 and 6 provide for amendments to references in sections 174 and 202 of the\nprincipal Law which are consequent on the amendments to section 26(3).\nClause 7 provides for an amendment to section 245 of the principal Law to delete the words\n\u201cexcluded person\u201d and substitute the words \u201cregistered person\u201d wherever they appear. The\namendment is consequent upon amendments to the Securities Investment Business Law\n(2020 Revision) that removed the category of \u201cexcluded persons\u201d.\nClauses 8 to 12 provide for amendments to sections 256, 265, 270, 271, 273 and 280 of the\nprincipal Law to adjust the specified references to \u201ccompany\u201d to references to \u201ccorporate\nservices provider\u201d. The amendment, in each case, relates to the shifting of the responsibility\nfor issuing a restrictions notice from the company to the corporate services provider.\nClause 13 provides for the insertion of Part XVIIB into the principal Law. The proposed\nnew Part XVIIB sets out the administrative fine framework. The proposed new section\n281A. empowers the Registrar to impose administrative fines on persons who breach any\nprovision specified in Schedule 7. The proposed new section 281B provides that the fine\nfor an initial breach is five thousand dollars. The proposed new section also provides that\nthe Registrar may, in addition to the fine for the initial breach, impose a further fine of one\nthousand dollars for every month during which the breach continues until either the breach\nstops, payment is made for the initial fine and the fines for the continuing breaches or the\ntotal of the fines amount to twenty-five thousand dollars.\n\nObjects and Reasons\nCompanies (Amendment) (No.2) Bill, 2020\n\nPage 4\nIntroduced\nc\n\nThe proposed new section 281F provides that the Registrar may issue guidance on the\nenforcement of administrative fines. The proposed new section 281H empowers the\nCabinet to, among other things, provide for the forms and procedures for imposing fines\nand appeals against decisions under Part XVIIB by way for regulations.\nClause 14 provides for the amendment of section 282 to adjust a cross reference consequent\non the amendment of the principal Law.\nClause 15 provides for the insertion of new Schedule 1A pursuant to the amendment of\nsection 26(3). The new schedule provides for the required particulars that are required to\nbe entered in the register of companies.\nClause 16 provides for the amendment of Schedule 5 of the principal Law to set out, among\nother things, the fee that is payable for the inspection of the register.\nClause 17 provides for the insertion of Schedule 7 into the principal Law. The new schedule\nis pursuant to the amendments to section 281A to provide for administrative fines.\nClause 18 provides for transitional provisions in relation to the administrative fine regime\nand the filing of annual returns on the commencement of the amending legislation. The\nprovisions in the sections 13 and 17 shall not apply to any person until thirty days after the\ncommencement of this amending Law. The clause also provides that, notwithstanding that\nan exempted company under section 168 of the principal Law has already filed the annual\nreturn due in January 2020 at the commencement of this Law, the information at section\n168(aa) is required to be filed within three months of the commencement by every\nexempted company under section 168.\n\nCompanies (Amendment) (No.2) Bill, 2020\nArrangement of Clauses\n\nc\nIntroduced\nPage 5\n\nCAYMAN ISLANDS\n\nCOMPANIES (AMENDMENT) (NO.2) BILL, 2020\nArrangement of Clauses\nClause\nPage\n1.\nShort title ...................................................................................................................................7\n2.\nAmendment of section 2 of the Companies Law (2020 Revision) \u2013 definitions and\ninterpretation..............................................................................................................................7\n3.\nAmendment of section 26 - registration ......................................................................................8\n4.\nAmendment of section 168 - annual return ................................................................................8\n5.\nAmendment of section 174 - prohibited enterprises ...................................................................8\n6.\nAmendment of section 202 - registration under this Part ............................................................8\n7.\nAmendment of section 245 - application ....................................................................................8\n8.\nAmendment of section 256 - consequences of failure to declare beneficial ownership ...............8\n9.\nAmendment of section 265 - right to issue enforcement notices .................................................8\n10.\nAmendment of sections 270 and 271 - relaxation of restrictions; and orders for sale .................9\n11.\nAmendment of section 273 - company may withdraw restrictions notice ....................................9\n12.\nAmendment of section 280 - regulations ....................................................................................9\n13.\nInsertion of Part XVIIB \u2013 administrative fines .............................................................................9\n14.\nAmendment of section 282 - amendment of Schedules ........................................................... 11\n15.\nInsertion of Schedule 1A - required particulars ......................................................................... 11\n16.\nAmendment of Schedule 5 - fees ............................................................................................. 12\n17.\nInsertion of Schedule 7 \u2013 administrative fines .......................................................................... 12\n18.\nTransitional .............................................................................................................................. 14\n\nCompanies (Amendment) (No.2) Bill, 2020\nClause 1\n\nc\n Introduced\nPage 7\n\nCAYMAN ISLANDS\n\nCOMPANIES (AMENDMENT) (NO.2) BILL, 2020\nA BILL FOR A LAW TO AMEND THE COMPANIES LAW (2020 REVISION) TO PROVIDE\nFOR AN ADMINISTRATIVE PENALTY REGIME; TO PERMIT THE REGISTRAR TO\nMAKE AVAILABLE FOR INSPECTION THE INFORMATION REQUIRED UNDER\nSECTION 26(3); AND FOR INCIDENTAL AND CONNECTED PURPOSES\nENACTED by the Legislature of the Cayman Islands.\n1.\nShort title\n1.\nThis Law may be cited as the Companies (Amendment) (No. 2) Law, 2020.\n2.\nAmendment of section 2 of the Companies Law (2020 Revision) \u2013 definitions\nand interpretation\n2.\nThe Companies Law (2020 Revision), in this Law referred to as the \u201cprincipal Law\u201d,\nis amended in section 2 in the definition of \u201cregulatory Laws\u201d as follows \u2014\n(a)\nin paragraph (g), by deleting the word \u201cand\u201d where it appears at the end of\nthe paragraph;\n(b) in paragraph (h), by deleting the comma and substituting a semicolon; and\n(c)\nby inserting after paragraph (h), the following paragraphs \u2014\n\u201c(i)\nDevelopment Bank Law (2018 Revision);\n(j)\nDirectors Registration and Licensing Law, 2014; and\n(k) Private Funds Law, 2020.\u201d.\n\nClause 3\nCompanies (Amendment) (No.2) Bill, 2020\n\nPage 8\n Introduced\nc\n\n3.\nAmendment of section 26 - registration\n3.\nThe principal Law is amended in section 26 by repealing subsection (3) and\nsubstituting the following subsections \u2014\n\u201c(3) A register of companies shall be kept by the Registrar in which shall\nbe entered the particulars set out in Schedule 1A and, save for the\nparticulars set out in paragraph (i) of Schedule 1A, such particulars\nshall be annexed to the memorandum of association and articles of\nassociation, if any, insofar as they are not included therein.\n(3A) The Registrar shall make the register under subsection (3) available\nfor inspection by any person on payment of the fee specified in Part\n1A of Schedule 5 and the inspection shall be subject to such\nconditions as the Registrar may impose.\n(3B) The Cabinet may amend Schedule 1A by Order.\u201d.\n4.\nAmendment of section 168 - annual return\n4.\nThe principal Law is amended in section 168 by inserting after paragraph (a) the\nfollowing paragraph \u2014\n\u201c(aa) states the nature of the business;\u201d.\n5.\nAmendment of section 174 - prohibited enterprises\n5.\nThe principal Law is amended in section 174(3) by deleting the words \u201c26(3)(a)\u201d and\nsubstituting the words \u201c26(3)\u201d.\n6.\nAmendment of section 202 - registration under this Part\n6.\nThe principal Law is amended in section 202(2) by deleting the words \u201cparagraphs\n(a) to (h) of\u201d.\n7.\nAmendment of section 245 - application\n7.\nThe principal Law is amended in section 245 by deleting the words \u201can excluded\nperson\u201d wherever they appear and substituting the words \u201ca registered person\u201d.\n8.\nAmendment of section 256 - consequences of failure to declare beneficial\nownership\n8.\nThe principal Law is amended in section 256(3) by deleting the words \u201cthe company\nshall\u201d and substituting the words \u201cthe corporate services provider shall\u201d.\n9.\nAmendment of section 265 - right to issue enforcement notices\n9.\nThe principal Law is amended in section 265 as follows \u2014\n(a)\nin subsection (1), by deleting the words \u201cA company to which this Part\napplies\u201d and substituting the words \u201cThe corporate services provider of a\ncompany to which this Part applies\u201d; and\n\nCompanies (Amendment) (No.2) Bill, 2020\nClause 10\n\nc\n Introduced\nPage 9\n\n(b) in subsection (2), by deleting the words \u201cthe company\u201d and substituting\nthe words \u201cthe corporate services provider\u201d.\n10.\nAmendment of sections 270 and 271 - relaxation of restrictions; and orders\nfor sale\n10. The principal Law is amended in sections 270(1) and 271 by deleting the word\n\u201ccompany\u201d wherever it appears and substituting the words \u201ccorporate services\nprovider\u201d in each instance.\n11.\nAmendment of section 273 - company may withdraw restrictions notice\n11. The principal Law is amended in section 273 as follows \u2014\n(a)\nin the section heading, by deleting the word \u201ccompany\u201d and substituting\nthe words \u201ccorporate services provider\u201d; and\n(b) by deleting the word \u201ccompany\u201d wherever it appears and substituting the\nwords \u201ccorporate services provider\u201d in each instance.\n12.\nAmendment of section 280 - regulations\n12. The principal Law is amended in section 280(1)(h) by deleting the word \u201ccompanies\u201d\nand substituting the words \u201ccorporate services providers\u201d.\n13.\nInsertion of Part XVIIB \u2013 administrative fines\n13. The principal Law is amended by inserting after Part XVIIA the following Part \u2014\n\u201cPart XVIIB \u2013 Administrative fines\n\nRegistrar\u2019s power to fine\n281A. The Registrar has the power to impose an administrative fine on a person\nwho breaches a provision of this Law that is specified in Schedule 7.\n\nFine amounts\n281B. The fine shall be five thousand dollars for a breach and the Registrar\nmay, in addition to the fine for the initial breach, impose a further fine of\none thousand dollars for every month that the breach continues, until one\nof the following occurs \u2014\n(a)\nthe breach stops or is remedied;\n(b) payment of the initial fine and all fines imposed for the\ncontinuing breach; or\n(c)\nthe total of the initial fine and all fines for the continuing breach\namounts to twenty-five thousand dollars.\n\nClause 13\nCompanies (Amendment) (No.2) Bill, 2020\n\nPage 10\n Introduced\nc\n\nThe power to fine\n281C.\nFor the avoidance of doubt \u2014\n(a)\na fine may be imposed for a breach that is not an offence;\n(b) where a breach set out in Schedule 7 is also an offence, a fine\nfor the breach is not limited by the penalty under the provision\nor by sections 6(2)(ii) and 8 of the Criminal Procedure Code\n(2019 Revision); and\n(c)\nthe Registrar shall not impose a fine where criminal\nproceedings have commenced or have been concluded in\nrelation to the acts that constitute the breach.\n\nLimitation period\n281D.(1) The Registrar shall not impose a fine after the expiration of six\nmonths after the date on which the Registrar became aware of the\noccurrence of the breach.\n(2) For the purpose of subsection (1), the Registrar becomes aware of the\nbreach when information is first received from which the breach\ncould reasonably have been inferred.\n\nRelationship with penalties\n281E. If a breach set out in Schedule 7 is an offence, a fine for the breach shall\nnot preclude a prosecution for the breach or liability for any relevant fees.\n\nRegistrar may issue guidance\n281F. The Registrar may issue guidance on the enforcement of administrative\nfines.\n\nRegistrar\u2019s rule-making power for this Part\n281G.\nThe Registrar may, by rules published in the Gazette, provide for \u2014\n(a)\naggravating and mitigating factors for fines; and\n(b) the publishing of fines imposed in accordance with this Part.\n\nRegulation-making powers for this Part\n281H.\nRegulations made by Cabinet may provide for \u2014\n(a)\nforms and procedures for imposing fines;\n(b) appeals against decisions under this Part;\n(c)\nhow fines shall be paid and may be enforced;\n(d) interest on outstanding fines;\n(e)\nevidentiary provisions for proceedings relating to this Part; and\n\nCompanies (Amendment) (No.2) Bill, 2020\nClause 14\n\nc\n Introduced\nPage 11\n\n(f)\nsuch other matters that are necessary or convenient to give\neffect to the purposes or provisions of this Part.\u201d.\n14.\nAmendment of section 282 - amendment of Schedules\n14. The principal Law is amended in section 282 by deleting the words \u201cSchedule 4 or\nSchedule 5\u201d and substituting the words \u201cSchedule 4, Schedule 5 or Schedule 7\u201d.\n15.\nInsertion of Schedule 1A - required particulars\n15. The principal Law is amended by inserting after Schedule 1 the following\nSchedule \u2014\n\u201cSCHEDULE 1A\n(section 26(3) )\nRequired Particulars\nThe required particulars are \u2014\n(a)\nthe name of the company and, in the case of an exempted company,\nthe exempted company\u2019s dual foreign name (if any) together with its\ntranslated name;\n(b) the part of the Islands in which the registered office of the company\nis proposed to be situate;\n(c)\nthe amount of capital of the company and, in the case of a company\nhaving its share capital divided into shares of a nominal or par value,\nthe number of shares into which it is divided and the fixed amounts\nthereof;\n(d) the names and addresses of the subscribers to the memorandum and\nthe number of shares taken by each subscriber;\n(e)\nthe date of execution of the memorandum of association;\n(f)\nthe date of filing of the memorandum of association;\n(g) the number assigned to the company;\n(h) in the case of a company limited by guarantee or a company that has\nno limit placed on the liability of its members \u2014\n(i)\na statement that the company is limited by guarantee or is\nunlimited, as the case may be; and\n(ii) the omission of any of the particulars specified in this Schedule\nwhich are irrelevant or inappropriate;\n(i)\nthe nature of the business; and\n(j)\nthe date of the end of the company\u2019s financial year.\u201d.\n\nClause 16\nCompanies (Amendment) (No.2) Bill, 2020\n\nPage 12\n Introduced\nc\n\n16.\nAmendment of Schedule 5 - fees\n16. The principal Law is amended in Schedule 5 as follows \u2014\n(a)\nin the Schedule cross-heading by deleting the words \u201c(sections 26(4),\n41(2), 45(2), 169(1), 184(2), 199(1) and 213(4) and (5))\u201d and substituting\nthe following Schedule cross-heading \u2014\n\n\u201c(sections 26(3), 26(4), 41(2), 45(2), 169(1), 184(2), 199(1), 213(4)\nand 213(5))\u201d; and\n(b) by inserting after Part 1 the following Part \u2014\n\u201cPART 1A\n\nThe fees payable for the inspection of the register under section 26(3A) is\n$50.\u201d.\n17.\nInsertion of Schedule 7 \u2013 administrative fines\n17. The principal Law is amended by inserting after Schedule 6 the following\nSchedule \u2014\n\u201cSCHEDULE 7\n(section 281A)\nAdministrative fines\n\nNo.\nSection\nDescription of breach\n1.\n247(1)\nFailure of a company to take reasonable steps to\nidentify any beneficial owner of the company\n2.\n248(1)\nFailure of a company to take reasonable steps to\nidentify any relevant legal entities that exist in\nrelation to the company\n3.\n249(1)\nFailure of a company to give notice in writing to\nbeneficial owners and relevant legal entities\nidentified under section 249(1).\n4.\n250(2)\nFailure of a beneficial owner or relevant legal entity\nto supply information under section 250(2) within\nthe timeframe specified at 250(3).\n5.\n252(1)\nFailure of a company to keep its beneficial\nownership register at the company\u2019s registered\noffice.\n\nCompanies (Amendment) (No.2) Bill, 2020\nClause 17\n\nc\n Introduced\nPage 13\n\nNo.\nSection\nDescription of breach\n6.\n252(2)\nFailure of a corporate services provider engaged for\nthe provision of registered office services to\nestablish and maintain the company\u2019s beneficial\nownership register in accordance with section\n252(2).\n7.\n252(3) and\n252(3A)\nFailure of an ordinary resident company to either\nengage a corporate service provider or the Registrar\nto assist the ordinary resident company to establish\nand maintain the beneficial ownership register.\n8.\n253(1)\nFailure of a company to provide in writing to a\ncorporate services provider or to the Registrar the\nrequired particulars of registrable persons in respect\nof the company once the particulars have been\nconfirmed.\n9.\n253(1A)\nFailure of a company to provide-\n(a)  written confirmation of the exemption to the\ncorporate services provider; or\n(b)  instructions to file the written confirmation with\nthe competent authority under section 253(1A).\n10.\n253(1A)(a)(i) Incorrect reporting by a person that the person is a\nlegal entity or a subsidiary to whom Part XVIIA\ndoes not apply  by virtue of section 245(1).\n11.\n255(1)\nFailure of a company to give notice requesting\nconfirmation of a change under section 255(1) to a\nregistrable person as soon as reasonably practicable\nafter the company becomes aware of a relevant\nchange with respect to a registrable person.\n12.\n255(2)\nFailure of a company that receives confirmation of a\nrelevant change to instruct the corporate services\nprovider or the Registrar to enter the change in the\ncompany\u2019s beneficial ownership register in\naccordance with section 255(2).\n13.\n256(1)\nFailure of the corporate services provider to give\nnotice of its opinion to a company if it is of the\nopinion that the company has failed to comply with\nsection 253 or 255 without reasonable excuse, or\nhas made a statement that is false, deceptive or\nmisleading in accordance with section 256(1).\n\nClause 18\nCompanies (Amendment) (No.2) Bill, 2020\n\nPage 14\n Introduced\nc\n\nNo.\nSection\nDescription of breach\n14.\n256(2)\nFailure of a company to provide the corporate\nservices provider or the Registrar with a response to\na notice under section 256(2).\n15.\n256(3)\nFailure of a corporate services provider to \u2014\n(a) issue a restrictions notice; and\n(b) send a copy of the notice to the competent\nauthority within two weeks,\nwhere the registrable person does not comply with\nthe obligations under section 256(3).\n16.\n257(2)\nFailure of a person to whom the section applies\u2014\n(a) to notify the company of the relevant\nchanges;\n(b) to state the date the change occurred; and\n(c) to give the company the information\nneeded to update the beneficial ownership\nregister under section 257(2),\nwithin the timeframe specified under section\n257(3).\n17.\n261(2)\nFailure of the corporate services provider to\nregularly deposit beneficial ownership information\nin such place, such manner and at such intervals as\nmay be prescribed in accordance with section\n261(2).\n18.\n266(1)\nFailure of an entity to act in a manner consistent\nwith the terms of a restrictions notice under section\n266(1).\n19.\n279A\nFailure of a company or a corporate services\nprovider to respond to a request for additional\ninformation under section 279A within the time\nspecified.\n.\u201d.\n\n18.\nTransitional\n18. (1) Sections 13 and 17 shall not apply to any person until thirty days after the\ncommencement of this Law.\n(2) Notwithstanding that the annual return due in January 2020 has already been\nfiled at the commencement of this Law, every exempted company under section\n\nCompanies (Amendment) (No.2) Bill, 2020\nClause 18\n\nc\n Introduced\nPage 15\n\n168 shall file the information required in section 168(aa) within three months\nafter the commencement of this Law.\n(3) Section 170 shall apply, subject to any necessary modifications, to an exempted\ncompany referred to under subsection (2) that fails to comply with the\nrequirement to file information within three months after the commencement of\nthis Law.\n\nPassed by the Legislative Assembly the         day of                           , 2020.\n\nSpeaker\n\nClerk of the Legislative Assembly","akn_extracted_at":"2026-07-18 12:35:37.03041+00","cms_id":"2020-0021","law_type":"bill","year":"2020","number":"21","title":"Companies (Amendment) (No.2) Bill, 2020","status":"bill"},"provenance":{"files":[{"file_id":"7020","expr_id":"2221","kind":"akn_xml","filename":"2020-0021.akn.xml","source_url":null,"storage_path":"\/Users\/q\/kyleg-data\/working\/BILLS\/2020\/2020-0021\/2020-0021.akn.xml","content_md5":"e663ab662208a80858df15d309c86ff6","byte_size":"24015","http_last_modified":null,"fetched_at":"2026-07-18 12:35:37.086785+00"},{"file_id":"4441","expr_id":"2221","kind":"pristine_pdf","filename":"2020-0021.pdf","source_url":"\/cms\/images\/LEGISLATION\/BILLS\/2020\/2020-0021\/2020-0021.pdf","storage_path":"\/Users\/q\/kyleg-data\/pristine\/BILLS\/2020\/2020-0021\/2020-0021.pdf","content_md5":"d8a657d15f14502e527e17c52b4d8011","byte_size":"831418","http_last_modified":null,"fetched_at":"2026-06-16 04:01:11.298946+00"},{"file_id":"4442","expr_id":"2221","kind":"working_pdf","filename":"2020-0021.pdf","source_url":"\/cms\/images\/LEGISLATION\/BILLS\/2020\/2020-0021\/2020-0021.pdf","storage_path":"\/Users\/q\/kyleg-data\/working\/BILLS\/2020\/2020-0021\/2020-0021.pdf","content_md5":"d8a657d15f14502e527e17c52b4d8011","byte_size":"831418","http_last_modified":null,"fetched_at":"2026-06-16 04:01:11.298946+00"}],"paragraph_count":10,"latest_history":{"history_id":"270198","change_type":"UPDATE","changed_at":"2026-07-18 00:00:00+00","change_source":"MIGRATION_027","change_reason":"CMS-id-collision audit 2026-07-18: title corrected from the document's own PDF and\/or the (law_type, cms_id)-keyed official legislation.gov.ky listing."}},"quality":{"expr_id":"2221","doc_id":"2221","quality_state":"known_issue","quality_score":"55","needs_human_review":"t","deterministic_categories":"{commencement_metadata_problem,duplicate_text,page_header_footer_noise,title_mismatch}","llm_categories":"{}","repair_actions":"{collapse_duplicate_text,strip_page_furniture,verify_commencement_metadata,verify_title_metadata}","finding_severity_counts":"{\"low\": 2, \"high\": 1, \"medium\": 1}","finding_summary":"stored title is not visible in the opening extracted text; repeated line furniture detected: cayman islands x3; introduced x13; companies amendment no 2 bill 2020 x14","assessed_at":"2026-06-22 15:29:46.529858+00","updated_at":"2026-06-22 15:29:46.529858+00"}}