Companies (Amendment of Schedule 5) Order, 2023 (SL 27 of 2023)

Summary

This Order amends Schedule 5 to the Companies Act (2023 Revision), which sets out the statutory fees payable to the Cayman Islands Registrar of Companies. It increases a wide range of fees across Parts 1, 2, 4, 5, 6 and 7 of Schedule 5.

• Parts 1, 2, 4 and 5: Increased fees covering company registration and annual fees, and filings in Part 2 and Part 4.
• Part 6: Replaces the existing merger/consolidation fee provisions (paragraph (e)) and the dual-name/liquidation fee provisions (paragraph (f)) with updated wording and amounts, covering merger and consolidation filings, dual foreign name applications, and liquidation filings.
• Part 7: Increases certain fees, one of which rises substantially from $1,500 to $6,000.

The Order applies to companies registered or seeking registration in the Cayman Islands under the Companies Act, and to anyone making filings with the Registrar of Companies (e.g. registered agents, corporate service providers, and companies themselves) that attract these Schedule 5 fees. It does not create new substantive duties beyond the payment of the revised fee amounts for the specified filings and registrations.

The amendments were made by Cabinet under section 282 of the Companies Act (2023 Revision) and came into force on 1 January 2024. Entities and practitioners should ensure that, from that date, they use the updated fee amounts when making the relevant filings or payments to the Registrar of Companies rather than the previous (lower) figures.

Key obligations

• From 1 January 2024, pay the revised (increased) fee amounts set out in Schedule 5 Parts 1, 2, 4, 5, 6 and 7 for the corresponding company filings, registrations and annual fees.
• When filing a plan of merger or consolidation, pay the new fee of $1,000 per constituent entity (or, where the surviving/consolidated company is foreign, pay a fee equal to three times the annual fee that would have been payable under section 169 for the constituent company, calculated as prescribed).
• Pay $200 when filing an application in respect of a dual foreign name.
• Pay $200 for any filing in respect of a liquidation.
• Pay the increased fees under Part 7 item 2(b), now $400 (previously $300) and $6,000 (previously $1,500), for the applicable filing.

Applies to

companies registered under the Companies Act, exempted companies, foreign companies, registered agents/persons making filings with the Registrar of Companies

Deadlines

• 1st January, 2024: Date on which the Order, and the revised Schedule 5 fees, come into force.