Companies (Amendment) Act, 2024 (Act 3 of 2024)

Summary

This is an amendment Act that makes a series of technical changes to the Cayman Islands Companies Act (2023 Revision). It changes the statutory mechanics that companies and their directors must follow when undertaking specific corporate actions such as capital reduction, re-registration, conversion, and share acquisitions from dissenters, rather than creating ongoing compliance obligations for a broad regulated population.

• Share capital reduction: Introduces a new streamlined method for companies to reduce their share capital by special resolution supported by a directors' solvency statement (instead of only via Court confirmation), and sets out filing and offence provisions for that new procedure.
• Fractional shares: Permits companies to issue, redeem or purchase fractional shares.
• Squeeze-out procedure: Updates the 'squeeze-out' procedure for acquiring shares from dissenting shareholders.
• Continuation applications: Adjusts continuation application requirements.
• Re-registration: Creates a new statutory route allowing an exempted company to re-register as an ordinary resident company, setting out the applications, certificates and fees involved.
• Conversion: Creates a new statutory route allowing a limited liability company or a foundation company to convert into an exempted company, setting out the applications, certificates and fees involved.
• Beneficial ownership register: Repeals subsection (5) of section 252 of the principal Act, which relates to the duty to establish and maintain a beneficial ownership register.

The Act applies to companies incorporated or registered under the Companies Act (2023 Revision), including companies limited by shares or by guarantee with share capital, exempted companies, ordinary resident and ordinary non-resident companies, limited liability companies, and foundation companies.

The Act comes into force on a date (or dates) to be appointed by Cabinet Order, and different provisions may be brought into force on different dates, so readers should check for a subsequent commencement order to determine which provisions are currently operative.

Key obligations

• Where a reduction of share capital is supported by a solvency statement, the company must deliver a copy of the solvency statement and a minute (containing prescribed capital details) to the Registrar within fifteen days after the special resolution for reducing share capital is passed.
• Directors must not knowingly make a solvency statement under section 14A without reasonable grounds to believe the company can pay its debts in full as they fall due, on pain of a fine of ten thousand dollars and imprisonment for two years.
• A solvency statement supporting a capital reduction must be made by the directors no more than thirty days before the special resolution for reducing share capital is passed.
• A transferee company acquiring shares of dissenting shareholders under section 88 must give notice to the dissenting shareholder within two months after approval of the scheme or contract by holders of not less than 90% in value of the shares.
• A dissenting shareholder wishing to challenge a compulsory acquisition must apply to the Court within one month after the date the acquisition notice was given.
• An exempted company seeking re-registration as an ordinary resident company must pass a special resolution amending its memorandum and articles and deliver an application, required documents and the prescribed re-registration fee to the Registrar.
• A limited liability company or foundation company applying to convert to an exempted company must submit a registration declaration, conforming memorandum and articles, a certificate of good standing, and the applicable re-registration fee, signed by a director or authorised person.

Applies to

companies limited by shares, companies limited by guarantee with share capital, exempted companies, ordinary resident companies, ordinary non-resident companies, limited liability companies, foundation companies

Deadlines

• within fifteen days after the special resolution for reducing share capital is passed: Company must deliver the solvency statement and minute to the Registrar to register a capital reduction supported by a solvency statement.
• no more than thirty days before the special resolution for reducing share capital is passed: Directors must make the solvency statement within this window for it to support the capital reduction.
• within two months after approval by holders of not less than 90% in value of the shares: Transferee company must give notice to a dissenting shareholder that it wishes to acquire that shareholder's shares.
• within one month after the date the notice was given: A dissenting shareholder may apply to the Court to challenge the compulsory acquisition of their shares.
• such date as may be appointed by Order made by the Cabinet: Commencement date(s) of the Act, which may differ for different provisions.

Related documents

• Companies Act (2026 Revision) replaces this document