What changes to directors’ particulars should be filed with the Registrar?
The Registrar shall be notified of all changes in the directors & officers including:
- New Appointments
- Resignation/Removal
- Change of name
- Change of address
What documents should be filed when a new director or officer is appointed?
Every company is required to keep at its registered office a register containing the names and addresses of its directors, including alternate directors, and officers, and shall:
- Send a copy of such register to the Registrar within sixty days of the first appointment of any director or officer of the company; and
- Notify the Registrar of any change in such directors or officers including a change of the name of such directors or officers, within thirty days of any such change.
For local companies without a CSP as its registered office:
- Register of directors & officer reflecting the new director/officer
- Valid government-issued photo ID
- Resolution appointing director/officer
CSP – updated register of directors and officers
Can a non-Caymanian be a director of a company?
A non-Caymanian can be a director of an ordinary resident company. However, as required under the Local Companies (Control) Act, where business is to be carried out in the islands, at least 60% of its directors should be Caymanian.
Is there a penalty for failing to file the appointment of directors & officers and subsequent changes?
A company that fails to file appointments of directors & officers and changes to the register within the allowed timeframe shall incur a penalty of $500. Refer to Section 56 of the Companies Act for further details.
What documents are required to file a change in directors and officers?
For a local company not having a licensed service provider as its registered office the following should be provided on CBP:
- Name of director/officer
- Address
- Position
- Date of appointment
- Valid Government issued ID (not expired)
- Date of resignation (where applicable)
- Resignation letter, where applicable (signed by resigning director/officer & witnessed by a JP or Notary Public)
When a change is made to directors & officers is the company required to file that with ROC?
Pursuant to Section 55 of the Companies Act.
- The company shall send a copy of the register of directors & officers to the Registrar within sixty days of the first appointment of any director or officer of the company
- Notify the Registrar of any change in such directors or officers including a change of the name of such directors or officers, within thirty days of any such change.