Act

Limited Liability Companies (Amendment and Validation) Act, 2024 (Act 15 of 2024)

Cayman Islands Monetary Authority (CIMA) · Cayman Islands

Superseded

Status per the Cayman Islands legislation register (legislation.gov.ky) (as at 2026-07-09)

Superseded — see the current version: Limited Liability Companies Act (2025 Revision). Retained here for historical reference.

Current version last checked: 2026-07-05

Summary

This Act amends the Limited Liability Companies Act (2023 Revision) to put on a clear statutory footing certain fees charged by the Cayman Islands General Registry (the Registrar of Limited Liability Companies), and it validates fees that the Registrar had already collected for these services before this amending Act was in force.

  • Terminology change: Replaces references to 'applicable fees' with 'prescribed fees' in provisions dealing with mergers/consolidations (sections 46, 50 and 51) and reregistration of an exempted company as an LLC (section 56).
  • New sections 59A and 59B: Inserts two new sections creating express statutory authority for the Registrar to charge for administrative services and for expedited ('express') processing of certain filings and applications.

The Act applies to limited liability companies (LLCs) and to exempted and foreign companies involved in mergers, consolidations, continuations, deregistrations or reregistrations under the LLC Act, as well as to the Registrar administering these processes.

  • Express fee turnaround: Same working day completion if the document and fees are received by noon, or noon the next working day if received after noon.
  • Section 7: Validates and legitimises any fees the Registrar charged, collected or received for these services before this Act's commencement, even though no statutory basis existed at the time, treating them as if lawfully charged under the amended Act.
  • Section 8: Clarifies that this validation does not disturb any existing court order or determination concerning such previously-charged fees.

The Act itself 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.

Key obligations

  • Persons must pay the Registrar the prescribed fee for administrative services provided under new section 59A.
  • Persons submitting registration statements, merger/consolidation documents, continuation, deregistration or reregistration applications accompanied by the prescribed express fee are entitled to expedited processing, and the Registrar must complete the transaction by end of the working day (if received by noon) or by noon the following working day (if received after noon) under new section 59B.
  • References to 'applicable fees' in sections 46(11), 50(2)-(3) and 51(6)/(13) of the principal Act are replaced with 'prescribed fees', meaning parties must pay fees as prescribed rather than as previously described.
  • Applications previously termed 'conversion applications' under section 56(4) are now to be treated/filed as 'applications for reregistration'.
  • Fees charged, paid and collected by the Registrar without statutory authority prior to commencement are validated and deemed lawfully collected, with no further action required from payers regarding those past payments.

Applies to

limited liability companies, exempted companies, foreign companies (in merger/consolidation with LLCs), the Registrar (General Registry)

Deadlines

  • date appointed by Cabinet Order: The Act comes into force on such date(s) as may be appointed by Cabinet Order, with different provisions potentially commencing on different dates.
  • by 12 noon on the day of receipt: For express fee transactions, the Registrar must complete the transaction by the end of that working day if the document and all fees are received by 12 noon.
  • 12 noon on the following working day: For express fee transactions received after 12 noon, the Registrar must complete the transaction by 12 noon on the following working day.

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Version history

2026-07-05

source file (current)