Directors Registration and Licensing (Amendment) Act, 2023 (Act 3 of 2023)

Summary

This is a short amending Act that changes the Directors Registration and Licensing Act, 2014 (the primary law governing registration/licensing of directors of Cayman Islands companies and funds). It does two things: it adds new definitions of 'partnership', 'limited liability partnership' and 'exempted limited partnership' (cross-referencing the relevant Cayman partnership statutes) into the interpretation section of the 2014 Act, and it rewrites section 28 (offences by corporations) so that the corporate-liability regime is extended to partnerships, limited liability partnerships, exempted limited partnerships, and unincorporated associations.

Practically, this means that where an offence under the Directors Registration and Licensing Act is committed by one of these entity forms (rather than a company), individuals who manage or control the entity can now be personally prosecuted alongside the entity itself if the offence was committed with their consent, connivance, or attributable to their neglect. This applies to:

• Partners with management/control responsibility
• Partners taking part in the conduct of an exempted limited partnership's business
• Persons concerned in managing an unincorporated association

The Act does not introduce new registration, filing or reporting requirements; it is a liability-extension amendment. It was assented to on 16 May 2023 and published in the Legislation Gazette on 26 May 2023, but the text as extracted does not state a separate commencement date distinct from enactment/publication.

Key obligations

• Partners concerned in the management or control of a partnership or limited liability partnership, and partners who take part in the conduct of the business of an exempted limited partnership, may be personally liable for offences under the Directors Registration and Licensing Act, 2014 if committed with their consent, connivance, or due to their neglect.
• Persons concerned in the management or control of an unincorporated association (other than a partnership, LLP or ELP) may be personally liable, alongside the association, for offences under the Act on the same consent/connivance/neglect basis.

Applies to

directors registered or licensed under the Directors Registration and Licensing Act, 2014, partnerships, exempted limited partnerships, limited liability partnerships, unincorporated associations, persons concerned in the management or control of partnerships, limited liability partnerships, exempted limited partnerships or unincorporated associations

Related documents

• This document amends Directors Registration and Licensing Law, 2014 (Law 10 of 2014)