{"kind":"expression","expression":{"expr_id":"1600","doc_id":"1600","label":"Parliament (Management) (Amendment) Act, 2022 (Act 6 of 2022)","is_as_enacted":"f","commenced_on":null,"superseded_on":null,"valid_from":null,"valid_to":null,"is_current":"t","incorporating":null,"akn_expr_iri":"\/akn\/ky\/act\/amending\/2022\/6\/eng@2022-01-01","akn_envelope":"{\"_canary\": {\"iri\": {\"work\": \"\/akn\/ky\/act\/amending\/2022\/6\", \"expression\": \"\/akn\/ky\/act\/amending\/2022\/6\/eng@2022-01-01\", \"manifestation\": \"\/akn\/ky\/act\/amending\/2022\/6\/eng@2022-01-01.pdf\"}, \"pdf\": {\"md5\": \"6084902be19e523bf0f94bc7bcb999cf\", \"path\": \"\/Users\/q\/kyleg-data\/working\/AMENDING\/2022\/2022-0006\/2022-0006.pdf\", \"pages\": 18, \"filename\": \"2022-0006.pdf\"}, \"errors\": [], \"extraction\": {\"model\": null, \"stats\": {\"word_count\": 5091, \"paragraph_count\": 19, \"text_char_count\": 31438}, \"usage\": null, \"method\": \"pymupdf-text\", \"version\": \"kyleg-akn-1.0\", \"extracted_at\": \"2026-06-22\"}, \"classification\": \"text_layer\", \"validation_flags\": [], \"docai_processor_id\": null}, \"akomaNtoso\": {\"act\": {\"body\": [{\"eId\": \"sec_n1\", \"num\": null, \"text\": \"2. Amendment of section 86 of the Companies Act (2021 Revision) - power to compromise 3. Deletion and substitution of Part heading of PART V - winding up of companies and 4. 5. 6. 7. 8. 9. 10. 11. Amendment of section 116 - circumstances in which a company may be wound up 12. 13. 14. 15. Amendment of section 137 - material omissions from statement relating to company\u2019s 16. 17. 18. Companies (Amendment) Act, 2021 COMPANIES (AMENDMENT) ACT, 2021 AN ACT TO AMEND THE COMPANIES ACT (2021 REVISION) TO PERMIT A COMPANY TO RESTRUCTURE UNDER THE SUPERVISION OF A RESTRUCTURING OFFICER; TO PROVIDE FOR A STAY OF PROCEEDINGS, OTHER THAN CRIMINAL PROCEEDINGS, WHERE A COMPANY IS RESTRUCTURING, WHERE A PROVISIONAL LIQUIDATOR IS APPOINTED OR WHERE A WINDING UP ORDER IS MADE; TO PROVIDE FOR AN APPLICATION TO A COURT IN WHICH CRIMINAL PROCEEDINGS ARE PENDING FOR A STAY OF THE CRIMINAL PROCEEDINGS WHERE A COMPANY IS RESTRUCTURING, WHERE A PROVISIONAL LIQUIDATOR IS APPOINTED OR WHERE A WINDING UP ORDER IS MADE; AND FOR INCIDENTAL AND CONNECTED PURPOSES ENACTED by the Legislature of the Cayman Islands.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_1\", \"num\": \"1.\", \"text\": \"Short title and commencement 1. (1) This Act may be cited as the Companies (Amendment) Act, 2021. (2) This Act shall come into force on such date as may be appointed by Order made by the Cabinet and different dates may be appointed for different provisions of this Act and in relation to different matters.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_2\", \"num\": \"2.\", \"text\": \"Amendment of section 86 of the Companies Act (2021 Revision) - power to compromise with creditors and members 2. The Companies Act (2021 Revision), in this Act referred to as the \u201cprincipal Act\u201d, is amended in section 86 as follows \u2014 I Assent, Martyn Roper Governor Date: 15th day of December, 2021 Companies (Amendment) Act, 2021 (a) in subsection (1), by inserting after the words \u201cmember of the company\u201d, the words \u201c, or of a restructuring officer appointed in respect of the company\u201d; (b) in subsection (2) as follows \u2014 (i) by deleting the words \u201cor members or class of members,\u201d; and (ii) by deleting the words \u201cor on the members or class of members,\u201d; (c) by inserting after subsection (2), the following subsection \u2014 \u201c(2A) If seventy-five per cent in value of the members or class of members, as the case may be, present and voting either in person or by proxy at the meeting, agree to any compromise or arrangement, the compromise or arrangement shall, if sanctioned by the Court, be binding on all the members or class of members, as the case may be, and also on the company or, where a company is in the course of being wound up, on the liquidator and contributories of the company.\u201d; and (d) in subsection (3), by inserting after the words \u201csubsection (2)\u201d, the words \u201cor (2A)\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_3\", \"num\": \"3.\", \"text\": \"Deletion and substitution of Part heading of PART V - winding up of companies and associations 3. The principal Act is amended in Part V, by deleting the Part heading and substituting the following Part heading \u2014 \u201cPART V- Company Restructuring and Winding up of Companies and Associations\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_4\", \"num\": \"4.\", \"text\": \"Insertion of Division - company restructuring 4. The principal Act is amended by inserting after section 91, the following Division heading and sections \u2014 \u201cCompany Restructuring Interpretation of \u201ccompany\u201d 91A. For the purposes of sections 91B, 91C, 91D, 91E, 91F, 91G, 91H, 91I and 91J, \u201ccompany\u201d means \u2014 (a) any company liable to be wound up under section 91; or (b) any other entity or partnership to which the provisions of this Part apply in respect of the entity\u2019s or partnership\u2019s winding up. Companies (Amendment) Act, 2021 Appointment of a restructuring officer 91B. (1) A company may present a petition to the Court for the appointment of a restructuring officer on the grounds that the company \u2014 (a) is or is likely to become unable to pay its debts within the meaning of section 93; and (b) intends to present a compromise or arrangement to its creditors (or classes thereof) either, pursuant to this Act, the law of a foreign country or by way of a consensual restructuring. (2) A petition under subsection (1) may be presented by a company acting by its directors, without a resolution of its members or an express power in its articles of association. (3) The Court may, on hearing a petition under subsection (1) \u2014 (a) make an order appointing a restructuring officer; (b) adjourn the hearing conditionally or unconditionally; (c) dismiss the petition; or (d) make any other order as the Court thinks fit, except an order placing the company into official liquidation, which the Court may only make in accordance with sections 92 and 95 if a winding up petition has been presented in accordance with sections 91G and 94. (4) A restructuring officer appointed by the Court under subsection (3)(a) shall have the powers and carry out only such functions as the Court may confer on the restructuring officer in the order appointing the restructuring officer, including the power to act on behalf of the company. (5) Where the Court makes an order under subsection (3)(a), the Court shall set out in the order \u2014 (a) the manner and time within which the restructuring officer shall give notice of the restructuring officer\u2019s appointment to \u2014 (i) the company\u2019s creditors, including any contingent or prospective creditors; (ii) the company\u2019s contributories; and (iii) the Authority, in respect of any company which is carrying on regulated business; (b) the manner and extent to which the powers and functions of the restructuring officer shall affect and modify the powers and functions of the board of directors; and Companies (Amendment) Act, 2021 (c) any other conditions to be imposed on the board of directors that the Court considers appropriate, in relation to the exercise by the board of directors of its powers and functions. (6) Where a company which is carrying on a regulated business presents a petition under subsection (1), the directors of the company shall, immediately after presenting the petition, serve notice of the petition on the Authority. (7) A director who fails to comply with subsection (6) commits an offence and is liable to a fine of ten thousand dollars. Appointment of an interim restructuring officer 91C.(1) A company may, where it is in the interests of the company to do so, make an ex parte application to the Court for the appointment of a restructuring officer on an interim basis pending the hearing of the petition under section 91B(1). (2) An application under subsection (1) may be presented by a company acting by its directors without a resolution of its members or an express power in its articles of association. (3) The Court may, on hearing an application under subsection (1), appoint a restructuring officer on an interim basis, on such terms and conditions as the Court thinks fit. (4) A restructuring officer appointed on an interim basis by the Court under subsection (3) shall have the powers and carry out only such functions as the Court may confer on that restructuring officer in the order appointing the restructuring officer, including the power to act on behalf of the company. (5) Where the Court makes an order under subsection (3), the Court shall set out in the order \u2014 (a) the manner and time within which the restructuring officer shall give notice of the restructuring officer\u2019s appointment to \u2014 (i) the company\u2019s creditors, including any contingent or prospective creditors; (ii) the company\u2019s contributories; and (iii) the Authority, in respect of any company which is carrying on regulated business; (b) the manner and extent to which the powers and functions of the restructuring officer shall affect and modify the powers and functions of the board of directors; and Companies (Amendment) Act, 2021 (c) any other conditions to be imposed on the board of directors that the Court considers appropriate, in relation to the exercise by the board of directors of its powers and functions. (6) Where a company which is carrying on a regulated business makes an application under subsection (1), the directors of the company shall, immediately after making the application, serve notice of the application on the Authority. (7) A director who fails to comply with subsection (6), commits an offence and is liable to a fine of ten thousand dollars. Restructuring officer 91D. (1) A restructuring officer appointed under section 91B or 91C shall be a qualified insolvency practitioner. (2) Where two or more persons are appointed as restructuring officers under section 91B or 91C, they shall be authorised to act jointly and severally, unless their powers are expressly limited by an order of the Court. (3) A restructuring officer appointed under section 91B or 91C is an officer of the Court. (4) Notwithstanding subsection (1), where the Court has appointed a qualified insolvency practitioner to act as a restructuring officer, the Court may appoint a foreign practitioner to act as a restructuring officer in addition to the qualified insolvency practitioner. (5) A foreign practitioner appointed by the Court to act as a restructuring officer shall not act as the sole restructuring officer of a company. (6) The remuneration of a restructuring officer appointed under section 91B or 91C shall, on the application of the restructuring officer, be fixed by the Court from time to time in accordance with section 109. (7) A restructuring officer, a creditor of the company, including a contingent or prospective creditor, or a contributory of the company may apply to the Court to determine any question arising in the course of carrying out the restructuring officer\u2019s functions. Variation or discharge of the order appointing a restructuring officer 91E. (1) At any time after the appointment of a restructuring officer by the Court under section 91B or 91C \u2014 (a) the company acting by its directors; (b) a restructuring officer appointed under section 91B or 91C; Companies (Amendment) Act, 2021 (c) a creditor of the company, including a contingent or prospective creditor; (d) a contributory of the company; or (e) the Authority, in respect of any company which is carrying on a regulated business, may apply by way of summons to the Court for the variation or discharge of the order appointing the restructuring officer. (2) An application under subsection (1)(a) may be presented by a company acting by its directors without a resolution of its members or an express power in its articles of association. (3) The Court may, on hearing an application under subsection (1) \u2014 (a) vary the order appointing the restructuring officer; (b) discharge or continue the order appointing the restructuring officer; (c) adjourn the hearing conditionally or unconditionally; (d) dismiss the application; or (e) make any other order as the Court thinks fit, except an order placing the company into official liquidation, which the Court may only make in accordance with sections 92 and 95 if a winding up petition has been presented in accordance with sections 91G and 94. Removal and replacement of restructuring officers 91F.(1) A restructuring officer may be removed from office and replaced by an alternative restructuring officer by order of the Court made on the application of \u2014 (a) the company acting by its directors; (b) a creditor of the company, including a contingent or prospective creditor; (c) a contributory of the company; or (d) the Authority, in respect of any company which is carrying on a regulated business. (2) An application under subsection (1)(a) may be presented by a company acting by its directors without a resolution of its members or an express power in its articles of association. (3) A restructuring officer who has been removed and replaced pursuant to subsection (1) shall prepare a report and accounts for the restructuring officer replacing the removed restructuring officer, within twenty-one days of the date of removal and replacement. Companies (Amendment) Act, 2021 Stay of proceedings 91G.(1) At any time \u2014 (a) after the presentation of a petition for the appointment of a restructuring officer under section 91B, but before an order for the appointment of a restructuring officer is made, and when the petition has not been withdrawn or dismissed; and (b) when an order for the appointment of a restructuring officer is made, until the order appointing the restructuring officer has been discharged, no suit, action or other proceedings, other than criminal proceedings, shall be proceeded with or commenced against the company, no resolution shall be passed for the company to be wound up and no winding up petition may be presented against the company, except with the leave of the Court and subject to such terms as the Court may impose. (2) Where at any time referred to in subsection (1), there are criminal proceedings pending against the company in a summary court, the Court, the Court of Appeal or the Privy Council \u2014 (a) the company acting by its directors; (b) a creditor of the company, including a contingent or prospective creditor; (c) a contributory of the company; or (d) the Authority, in respect of any company which is carrying on regulated business, may apply to the court in which the proceedings are pending for a stay of the proceedings and the court to which the application is made, may stay the proceedings on such terms as it thinks fit. (3) In this section \u2014 (a) references to a suit, action or other proceedings include a suit, action or other proceedings in a foreign country; and (b) references to other proceedings include any court supervised insolvency or restructuring proceedings against the company. Companies (Amendment) Act, 2021 Enforcement of creditors\u2019 security 91H. Notwithstanding the presentation of a petition for the appointment of a restructuring officer or the appointment of a restructuring officer by the Court under section 91B or 91C, a creditor who has security over the whole or part of the assets of the company is entitled to enforce the creditor\u2019s security without the leave of the Court and without reference to the restructuring officer appointed under section 91B or 91C. Power to compromise with creditors and members within restructuring officer proceeding 91I. (1) Where a restructuring officer is appointed to a company and a compromise or arrangement is proposed between the company and its creditors or any class of them, or the company and its members or any class of them, the Court may, on the application of the restructuring officer, order a meeting of the creditors or class of creditors, or of the members of the company or class of members, as the case may be, to be summoned in such manner as the Court directs. (2) If a majority in number representing seventy-five per cent in value of the creditors or class of creditors, as the case may be, present and voting either in person or by proxy at the meeting, agree to any compromise or arrangement, the compromise or arrangement shall, if sanctioned by the Court, be binding on all the creditors or the class of creditors, as the case may be, and also on the company. (3) If seventy-five per cent in value of the members or class of members, as the case may be, present and voting either in person or by proxy at the meeting, agree to any compromise or arrangement, the compromise or arrangement shall, if sanctioned by the Court, be binding on all the members or class of members, as the case may be, and also on the company. (4) An order made under subsection (2) or (3) shall have no effect until a copy of the order has been delivered to the Registrar for registration, and a copy of every such order shall be annexed to every copy of the memorandum of association of the company issued after the order has been made, or, in the case of a company not having a memorandum, of every copy so issued of the instrument constituting or defining the constitution of the company. (5) If a company makes default in complying with subsection (4), the company and every officer of the company who is in default shall be liable to a fine of two dollars for each copy in respect of which default is made. Companies (Amendment) Act, 2021 (6) In this section, \u201carrangement\u201d includes a reorganisation of the share capital of the company by the consolidation of shares of different classes or by the division of shares into shares of different classes or by both those methods. Provisions for facilitating reconstruction and amalgamation of companies 91J.(1) Where an application is made to the Court under section 91I for the sanctioning of a compromise or arrangement proposed between a company and any such persons as are specified in that section, and it is shown to the Court that the compromise or arrangement has been proposed for the purpose of or in connection with a scheme for the reconstruction of any company or companies or the amalgamation of any two or more companies, and that under the scheme the whole or any part of the undertaking or the property of any company concerned in the scheme (in this section referred to as \u201ca transferor company\u201d) is to be transferred to another company (in this section referred to as \u201cthe transferee company\u201d) the Court, may either by the order sanctioning the compromise or arrangement or by any subsequent order make provision for \u2014 (a) the transfer to the transferee company of the whole or any part of the undertaking and of the property or liabilities of any transferor company; (b) the allotting or appropriation by the transferee company of any shares, debentures, policies, or other like interests in that company which under the compromise or arrangement are to be allotted or appropriated by that company to or for any person; (c) the continuation by or against the transferee company of any legal proceedings pending by or against any transferor company; (d) the dissolution, without winding up, of any transferor company; (e) the provisions to be made for any person who within such time and in such manner as the Court directs dissents from the compromise or arrangement; and (f) such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation is fully and effectively carried out. (2) Where an order under this section provides for the transfer of property or liabilities, that property shall, by virtue of the order, be transferred to and vest in, and those liabilities shall, by virtue of the order, be transferred to and become the liabilities of, the transferee Companies (Amendment) Act, 2021 company, and any such property shall, if the order so directs, be freed from any charge which is, by virtue of the compromise or arrangement, to cease to have effect. (3) Where an order is made under this section, every company in relation to which the order is made shall cause a copy thereof to be delivered to the Registrar for registration within seven days after the making of the order, and if default is made in complying with this subsection, the company and every officer of the company who is in default shall be liable to a default fine. (4) In this section \u2014 \u201cproperty\u201d includes property, rights and powers of every description; \u201cliabilities\u201d includes duties; and \u201ctransferee company\u201d means any company or body corporate established in the Islands or in any other jurisdiction.\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_5\", \"num\": \"5.\", \"text\": \"Amendment of section 94 - application for winding up 5. The principal Act is amended in section 94 by repealing subsection (2) and substituting the following subsections \u2014 \u201c(2) Where expressly provided for in the articles of association of a company, the directors of a company incorporated before the commencement of this amending Act have the authority to \u2014 (a) present a winding up petition; or (b) where a winding up petition has been presented, apply for the appointment of a provisional liquidator, on behalf of the company without the sanction of a resolution passed at a general meeting. (2A) Subject to subsection (2B), the directors of a company incorporated after the commencement of this amending Act may present a winding up petition on behalf of the company on the grounds that the company is unable to pay its debts within the meaning of section 93 or where a winding up petition has been presented, apply on behalf of the company, for the appointment of a provisional liquidator. (2B) The articles of association of a company may expressly remove or modify the directors\u2019 authority to present a winding up petition or apply for the appointment of a provisional liquidator on the company\u2019s behalf.\u201d. Companies (Amendment) Act, 2021\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_6\", \"num\": \"6.\", \"text\": \"Amendment of section 97 - avoidance of attachments and stay of proceedings 6. The principal Act is amended in section 97 as follows \u2014 (a) in subsection (1), by deleting the words \u201cincluding criminal proceedings\u201d and substituting the words \u201cother than criminal proceedings\u201d; and (b) by inserting after subsection (1), the following subsection \u2014 \u201c(1A) Where a winding up order is made or a provisional liquidator is appointed in respect of a company, and there are criminal proceedings pending against the company in a summary court, the Court, the Court of Appeal or the Privy Council \u2014 (a) the company; (b) a creditor of the company; (c) a contributory of the company; or (d) subject to section 94(4), the Authority, in respect of any company which is carrying on regulated business, may apply to the court in which the proceedings are pending for a stay of the proceedings and the court to which the application is made, may stay the proceedings on such terms as it thinks fit.\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_7\", \"num\": \"7.\", \"text\": \"Amendment of section 100 - commencement of winding up by the Court 7. The principal Act is amended in section 100 by repealing subsection (1) and substituting the following subsection \u2014 \u201c(1) If, before the presentation of a petition for the winding up of a company by the Court \u2014 (a) a resolution has been passed by the company for voluntary winding up; (b) the period, if any, fixed for the duration of the company by the articles of association has expired; (c) the event upon the occurrence of which it is provided by the articles of association that the company is to be wound up has occurred; or (d) a restructuring officer has been appointed pursuant to section 91B or 91C and the order appointing the restructuring officer has not been discharged, the winding up of the company is deemed to have commenced at the time of passing of the relevant resolution or the expiry of the relevant period or the occurrence of the relevant event or the date of the presentation of the petition to appoint a restructuring officer pursuant to section 91B.\u201d. Companies (Amendment) Act, 2021\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_8\", \"num\": \"8.\", \"text\": \"Amendment of section 104 - appointment and powers of provisional liquidator 8. The principal Act is amended in section 104 by repealing subsection (3) and substituting the following subsection \u2014 \u201c(3) An application for the appointment of a provisional liquidator may be made under subsection (1) by the company and on such an application the Court may appoint a provisional liquidator if it considers it appropriate to do so.\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_9\", \"num\": \"9.\", \"text\": \"Amendment of section 109 - remuneration of official liquidators 9. The principal Act is amended in section 109 \u2014 (a) by deleting the section heading and substituting the following section heading \u2014 \u201cRemuneration of official liquidators and restructuring officers\u201d; (b) in subsection (1), by inserting after the words \u201cremuneration of the liquidator, are\u201d the words \u201c, subject to subsection (2),\u201d; and (c) by repealing subsection (2) and substituting the following subsections \u2014 \u201c(2) Where a company is wound up, the expenses properly incurred in any petition for a restructuring officer and during the term of appointment of the restructuring officer appointed \u2014 (a) under section 91B(3)(a); or (b) on an interim basis under section 91C(3), including the remuneration of the restructuring officer, are payable out of the company\u2019s assets in priority to all other claims. (3) There shall be paid to a restructuring officer, including a restructuring officer appointed on an interim basis, and the official liquidator, such remuneration, by way of percentage or otherwise, that the Court may direct acting in accordance with rules made under section 155. (4) If more than one restructuring officer, including a restructuring officer appointed on an interim basis, is appointed by the Court under section 91B or 91C, the remuneration paid under subsection (3) shall be distributed among the restructuring officers in such proportions as the Court may direct. (5) If more than one official liquidator is appointed by the Court when a company is wound up, the remuneration paid under subsection (3) shall be distributed among the official liquidators in such proportions as the Court may direct.\u201d. Companies (Amendment) Act, 2021\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_10\", \"num\": \"10.\", \"text\": \"Amendment of section 110 - function and powers of official liquidators 10. The principal Act is amended in section 110 by repealing subsection (5) and substituting the following subsection \u2014 \u201c(5) For the purposes of exercising the powers specified under paragraph 3 of Part 1 of Schedule 3, a person shall be treated as related to a company if the person \u2014 (a) has acted for the company as a professional service provider; (b) is or was a shareholder or director of the company or of any other company in the same group as the company; (c) has a direct or indirect beneficial interest in the shares of the company; or (d) is a creditor or debtor of the company.\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_11\", \"num\": \"11.\", \"text\": \"Amendment of section 116 - circumstances in which a company may be wound up voluntarily 11. The principal Act is amended in section 116(d) by deleting the words \u201cas they fall due\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_12\", \"num\": \"12.\", \"text\": \"Amendment of section 134 - fraud etc. in anticipation of winding up 12. The principal Act is amended in section 134(1) by inserting after the words \u201cvoluntary liquidator\u201d, the words \u201c, restructuring officer\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_13\", \"num\": \"13.\", \"text\": \"Amendment of section 135 - transactions in fraud of creditors 13. The principal Act is amended in section 135 by inserting after the words \u201cany officer\u201d, the words \u201c, restructuring officer, controller\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_14\", \"num\": \"14.\", \"text\": \"Amendment of section 136 - misconduct in course of winding up 14. The principal Act is amended in section 136(1) by inserting after the words \u201cwas a director, officer\u201d, the words \u201c, restructuring officer, controller\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_15\", \"num\": \"15.\", \"text\": \"Amendment of section 137 - material omissions from statement relating to company\u2019s affairs 15. The principal Act is amended in section 137(1) by inserting after the words \u201ca manager\u201d, the words \u201c, restructuring officer, controller\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_16\", \"num\": \"16.\", \"text\": \"Amendment of section 145 - voidable preference 16. The principal Act is amended in section 145(1) by deleting the word \u201cinvalid\u201d and substituting the words \u201cvoidable upon the application of the company\u2019s liquidator\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_17\", \"num\": \"17.\", \"text\": \"Amendment of section 148 - supply of utilities 17. The principal Act is amended in section 148 as follows \u2014 Companies (Amendment) Act, 2021 (a) in subsection (1) as follows \u2014 (i) by inserting after the words \u201c(including a provisional liquidator)\u201d, the words \u201cor a restructuring officer\u201d; and (ii) in paragraph (a), by inserting after the words \u201cthat the liquidator\u201d, the words \u201c(including a provisional liquidator) or restructuring officer\u201d; and (b) in subsection (3) as follows \u2014 (i) in paragraph (a), by deleting the word \u201cor\u201d appearing at the end of the paragraph; (ii) in paragraph (b), by deleting the fullstop and substituting the words \u201c; or\u201d; and (iii) by inserting after paragraph (b), the following paragraph \u2014 \u201c(c) the date on which the restructuring officer was appointed.\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_18\", \"num\": \"18.\", \"text\": \"Amendment of section 154 - Insolvency Rules Committee 18. The principal Act is amended in section 154(1) as follows \u2014 (a) by deleting paragraph (c) and substituting the following paragraph \u2014 \u201c(c) two attorneys-at-law appointed by the Chief Justice on the recommendation of the Cayman Islands Legal Practitioner\u2019s Association;\u201d; (b) in paragraph (d), by deleting the word \u201cand\u201d appearing at the end of the paragraph; (c) in paragraph (e), by deleting the fullstop and substituting the words \u201c; and\u201d; and (d) by inserting after paragraph (e), the following paragraph \u2014 \u201c(f) a qualified insolvency practitioner appointed by the Chief Justice on the recommendation of the Recovery and Insolvency Specialists Association.\u201d. Passed by the Parliament the 8th day of December, 2021. Hon. W. McKeeva Bush Speaker Zena Merren-Chin Clerk of the Parliament\", \"element\": \"section\", \"heading\": null}], \"meta\": {\"notes\": null, \"workflow\": null, \"lifecycle\": {\"source\": \"#cilegis\", \"eventRef\": [{\"eId\": \"e_commence_2022_01_01\", \"date\": \"2022-01-01\", \"type\": \"generation\", \"source\": \"#cilegis\"}]}, \"references\": {\"source\": \"#canary\", \"TLCRole\": [], \"TLCEvent\": [{\"eId\": \"ev_commencement\", \"href\": \"\/akn\/ontology\/canary\/event\/commencement\", \"showAs\": \"commencement\"}], \"TLCPerson\": [], \"TLCConcept\": [{\"eId\": \"inForce\", \"href\": \"\/akn\/ontology\/canary\/concept\/temporal\/in-force\", \"showAs\": \"in force\"}], \"TLCProcess\": [], \"TLCLocation\": [], \"TLCOrganization\": [{\"eId\": \"cilegis\", \"href\": \"\/akn\/ontology\/canary\/organization\/editor\/cilegis\", \"showAs\": \"Cayman Islands legislation mirror (kyleg)\"}]}, \"temporalData\": {\"source\": \"#cilegis\", \"temporalGroup\": [{\"eId\": \"tg_inforce_2022_01_01\", \"timeInterval\": [{\"end\": null, \"start\": \"#e_commence_2022_01_01\", \"duration\": null, \"refersTo\": \"#inForce\"}]}]}, \"classification\": null, \"identification\": {\"source\": \"#cilegis\", \"FRBRWork\": {\"FRBRuri\": \"\/akn\/ky\/act\/amending\/2022\/6\", \"FRBRdate\": [{\"date\": \"2022-01-01\", \"name\": \"generation\"}], \"FRBRthis\": \"\/akn\/ky\/act\/amending\/2022\/6\/!main\", \"FRBRalias\": [{\"name\": \"cmsId\", \"value\": \"2022-0006\"}], \"FRBRauthor\": [{\"as\": \"#editor\", \"href\": \"\/akn\/ontology\/canary\/organization\/editor\/cilegis\"}], \"FRBRnumber\": \"6 of 2022\", \"FRBRcountry\": \"ky\", \"FRBRsubtype\": \"amending\"}, \"FRBRExpression\": {\"FRBRuri\": \"\/akn\/ky\/act\/amending\/2022\/6\/eng@2022-01-01\", \"FRBRdate\": [{\"date\": \"2022-01-01\", \"name\": \"generation\"}], \"FRBRthis\": \"\/akn\/ky\/act\/amending\/2022\/6\/eng@2022-01-01\/!main\", \"FRBRauthor\": [{\"as\": \"#editor\", \"href\": \"\/akn\/ontology\/canary\/organization\/editor\/cilegis\"}], \"FRBRlanguage\": \"eng\"}, \"FRBRManifestation\": {\"FRBRuri\": \"\/akn\/ky\/act\/amending\/2022\/6\/eng@2022-01-01.xml\", \"FRBRdate\": [{\"date\": \"2026-06-22\", \"name\": \"generation\"}], \"FRBRthis\": \"\/akn\/ky\/act\/amending\/2022\/6\/eng@2022-01-01.xml\", \"FRBRauthor\": [{\"as\": \"#editor\", \"href\": \"\/akn\/ontology\/canary\/organization\/editor\/cilegis\"}], \"FRBRformat\": \"application\/xml\"}}}, \"name\": \"act\", \"header\": {\"title\": \"Parliament (Management) (Amendment) Act, 2022 (Act 6 of 2022)\", \"actNumber\": \"6 of 2022\", \"longTitle\": null}}, \"doc\": null, \"bill\": null, \"judgment\": null}}","akn_full_text":"CAYMAN ISLANDS\n\nCOMPANIES (AMENDMENT) ACT, 2021\n (Act 6 of 2021)\nSupplement No. 3 published with Legislation Gazette No. 72 dated 16th December, 2021.\n\u2000\n\nPage 2\nAct 6 of 2021\nc\n\nPUBLISHING DETAILS\n\nCompanies (Amendment) Act, 2021\nArrangement of Sections\n\nc\nAct 6 of 2021\nPage 3\n\nCAYMAN ISLANDS\n\nCOMPANIES (AMENDMENT) ACT, 2021\n(Act 6 of 2021)\nArrangement of Sections\nSection\nPage\n1.\nShort title and commencement ..................................................................................................5\n2.\nAmendment of section 86 of the Companies Act (2021 Revision) - power to compromise\nwith creditors and members .......................................................................................................5\n3.\nDeletion and substitution of Part heading of PART V - winding up of companies and\nassociations ...............................................................................................................................6\n4.\nInsertion of Division - company restructuring..............................................................................6\n5.\nAmendment of section 94 - application for winding up.............................................................. 14\n6.\nAmendment of section 97 - avoidance of attachments and stay of proceedings ....................... 15\n7.\nAmendment of section 100 - commencement of winding up by the Court ................................ 15\n8.\nAmendment of section 104 - appointment and powers of provisional liquidator ........................ 16\n9.\nAmendment of section 109 - remuneration of official liquidators ............................................... 16\n10.\nAmendment of section 110 - function and powers of official liquidators .................................... 17\n11.\nAmendment of section 116 - circumstances in which a company may be wound up\nvoluntarily ................................................................................................................................ 17\n12.\nAmendment of section 134 - fraud etc. in anticipation of winding up ........................................ 17\n13.\nAmendment of section 135 - transactions in fraud of creditors ................................................. 17\n14.\nAmendment of section 136 - misconduct in course of winding up............................................. 17\n15.\nAmendment of section 137 - material omissions from statement relating to company\u2019s\naffairs ...................................................................................................................................... 17\n16.\nAmendment of section 145 - voidable preference .................................................................... 17\n17.\nAmendment of section 148 - supply of utilities ......................................................................... 17\n18.\nAmendment of section 154 - Insolvency Rules Committee ....................................................... 18\n\nCompanies (Amendment) Act, 2021\nSection 1\n\nc\nAct 6 of 2021\nPage 5\n\nCAYMAN ISLANDS\n\nCOMPANIES (AMENDMENT) ACT, 2021\n(Act 6 of 2021)\nAN ACT TO AMEND THE COMPANIES ACT (2021 REVISION) TO PERMIT A COMPANY\nTO RESTRUCTURE UNDER THE SUPERVISION OF A RESTRUCTURING OFFICER;\nTO PROVIDE FOR A STAY OF PROCEEDINGS, OTHER THAN CRIMINAL\nPROCEEDINGS,\nWHERE\nA\nCOMPANY\nIS\nRESTRUCTURING,\nWHERE\nA\nPROVISIONAL LIQUIDATOR IS APPOINTED OR WHERE A WINDING UP ORDER IS\nMADE; TO PROVIDE FOR AN APPLICATION TO A COURT IN WHICH CRIMINAL\nPROCEEDINGS ARE PENDING FOR A STAY OF THE CRIMINAL PROCEEDINGS\nWHERE A COMPANY IS RESTRUCTURING, WHERE A PROVISIONAL LIQUIDATOR\nIS APPOINTED OR WHERE A WINDING UP ORDER IS MADE; AND FOR INCIDENTAL\nAND CONNECTED PURPOSES\nENACTED by the Legislature of the Cayman Islands.\n1.\nShort title and commencement\n1.\n(1) This Act may be cited as the Companies (Amendment) Act, 2021.\n(2) This Act shall come into force on such date as may be appointed by Order made\nby the Cabinet and different dates may be appointed for different provisions of\nthis Act and in relation to different matters.\n2.\nAmendment of section 86 of the Companies Act (2021 Revision) - power to\ncompromise with creditors and members\n2.\nThe Companies Act (2021 Revision), in this Act referred to as the \u201cprincipal Act\u201d, is\namended in section 86 as follows \u2014\n(Act 6 of 2021)\nI Assent,\nMartyn Roper\nGovernor\nDate: 15th day of December, 2021\n\nSection 3\nCompanies (Amendment) Act, 2021\n\nPage 6\nAct 6 of 2021\nc\n\n(a)\nin subsection (1), by inserting after the words \u201cmember of the company\u201d,\nthe words \u201c, or of a restructuring officer appointed in respect of the\ncompany\u201d;\n(b) in subsection (2) as follows \u2014\n(i)\nby deleting the words \u201cor members or class of members,\u201d; and\n(ii) by deleting the words \u201cor on the members or class of members,\u201d;\n(c)\nby inserting after subsection (2), the following subsection \u2014\n\u201c(2A) If seventy-five per cent in value of the members or class of members,\nas the case may be, present and voting either in person or by proxy\nat the meeting, agree to any compromise or arrangement, the\ncompromise or arrangement shall, if sanctioned by the Court, be\nbinding on all the members or class of members, as the case may be,\nand also on the company or, where a company is in the course of\nbeing wound up, on the liquidator and contributories of the\ncompany.\u201d; and\n(d) in subsection (3), by inserting after the words \u201csubsection (2)\u201d, the words\n\u201cor (2A)\u201d.\n3.\nDeletion and substitution of Part heading of PART V - winding up of\ncompanies and associations\n3.\nThe principal Act is amended in Part V, by deleting the Part heading and substituting\nthe following Part heading \u2014\n\u201cPART V- Company Restructuring and Winding up of\nCompanies and Associations\u201d.\n4.\nInsertion of Division - company restructuring\n4.\nThe principal Act is amended by inserting after section 91, the following Division\nheading and sections \u2014\n\u201cCompany Restructuring\n\nInterpretation of \u201ccompany\u201d\n91A. For the purposes of sections 91B, 91C, 91D, 91E, 91F, 91G, 91H, 91I and\n91J, \u201ccompany\u201d means \u2014\n(a)\nany company liable to be wound up under section 91; or\n(b) any other entity or partnership to which the provisions of this\nPart apply in respect of the entity\u2019s or partnership\u2019s winding up.\n\nCompanies (Amendment) Act, 2021\nSection 4\n\nc\nAct 6 of 2021\nPage 7\n\nAppointment of a restructuring officer\n91B. (1) A company may present a petition to the Court for the appointment\nof a restructuring officer on the grounds that the company \u2014\n(a)\nis or is likely to become unable to pay its debts within the\nmeaning of section 93; and\n(b) intends to present a compromise or arrangement to its creditors\n(or classes thereof) either, pursuant to this Act, the law of a\nforeign country or by way of a consensual restructuring.\n(2) A petition under subsection (1) may be presented by a company\nacting by its directors, without a resolution of its members or an\nexpress power in its articles of association.\n(3) The Court may, on hearing a petition under subsection (1) \u2014\n(a)\nmake an order appointing a restructuring officer;\n(b) adjourn the hearing conditionally or unconditionally;\n(c)\ndismiss the petition; or\n(d) make any other order as the Court thinks fit, except an order\nplacing the company into official liquidation, which the Court\nmay only make in accordance with sections 92 and 95 if a\nwinding up petition has been presented in accordance with\nsections 91G and 94.\n(4) A restructuring officer appointed by the Court under subsection\n(3)(a) shall have the powers and carry out only such functions as the\nCourt may confer on the restructuring officer in the order appointing\nthe restructuring officer, including the power to act on behalf of the\ncompany.\n(5) Where the Court makes an order under subsection (3)(a), the Court\nshall set out in the order \u2014\n(a)\nthe manner and time within which the restructuring officer shall\ngive notice of the restructuring officer\u2019s appointment to \u2014\n(i)\nthe company\u2019s creditors, including any contingent or\nprospective creditors;\n(ii) the company\u2019s contributories; and\n(iii) the Authority, in respect of any company which is\ncarrying on regulated business;\n(b) the manner and extent to which the powers and functions of the\nrestructuring officer shall affect and modify the powers and\nfunctions of the board of directors; and\n\nSection 4\nCompanies (Amendment) Act, 2021\n\nPage 8\nAct 6 of 2021\nc\n\n(c)\nany other conditions to be imposed on the board of directors\nthat the Court considers appropriate, in relation to the exercise\nby the board of directors of its powers and functions.\n(6) Where a company which is carrying on a regulated business presents\na petition under subsection (1), the directors of the company shall,\nimmediately after presenting the petition, serve notice of the petition\non the Authority.\n(7) A director who fails to comply with subsection (6) commits an\noffence and is liable to a fine of ten thousand dollars.\n\nAppointment of an interim restructuring officer\n91C.(1) A company may, where it is in the interests of the company to do so,\nmake an ex parte application to the Court for the appointment of a\nrestructuring officer on an interim basis pending the hearing of the\npetition under section 91B(1).\n(2) An application under subsection (1) may be presented by a company\nacting by its directors without a resolution of its members or an\nexpress power in its articles of association.\n(3) The Court may, on hearing an application under subsection (1),\nappoint a restructuring officer on an interim basis, on such terms and\nconditions as the Court thinks fit.\n(4) A restructuring officer appointed on an interim basis by the Court\nunder subsection (3) shall have the powers and carry out only such\nfunctions as the Court may confer on that restructuring officer in the\norder appointing the restructuring officer, including the power to act\non behalf of the company.\n(5) Where the Court makes an order under subsection (3), the Court shall\nset out in the order \u2014\n(a)\nthe manner and time within which the restructuring officer shall\ngive notice of the restructuring officer\u2019s appointment to \u2014\n(i)\nthe company\u2019s creditors, including any contingent or\nprospective creditors;\n(ii) the company\u2019s contributories; and\n(iii) the Authority, in respect of any company which is\ncarrying on regulated business;\n(b) the manner and extent to which the powers and functions of the\nrestructuring officer shall affect and modify the powers and\nfunctions of the board of directors; and\n\nCompanies (Amendment) Act, 2021\nSection 4\n\nc\nAct 6 of 2021\nPage 9\n\n(c)\nany other conditions to be imposed on the board of directors\nthat the Court considers appropriate, in relation to the exercise\nby the board of directors of its powers and functions.\n(6) Where a company which is carrying on a regulated business makes\nan application under subsection (1), the directors of the company\nshall, immediately after making the application, serve notice of the\napplication on the Authority.\n(7) A director who fails to comply with subsection (6), commits an\noffence and is liable to a fine of ten thousand dollars.\n\nRestructuring officer\n91D. (1) A restructuring officer appointed under section 91B or 91C shall be\na qualified insolvency practitioner.\n(2) Where two or more persons are appointed as restructuring officers\nunder section 91B or 91C, they shall be authorised to act jointly and\nseverally, unless their powers are expressly limited by an order of the\nCourt.\n(3) A restructuring officer appointed under section 91B or 91C is an\nofficer of the Court.\n(4) Notwithstanding subsection (1), where the Court has appointed a\nqualified insolvency practitioner to act as a restructuring officer, the\nCourt may appoint a foreign practitioner to act as a restructuring\nofficer in addition to the qualified insolvency practitioner.\n(5) A foreign practitioner appointed by the Court to act as a restructuring\nofficer shall not act as the sole restructuring officer of a company.\n(6) The remuneration of a restructuring officer appointed under section\n91B or 91C shall, on the application of the restructuring officer, be\nfixed by the Court from time to time in accordance with section 109.\n(7) A restructuring officer, a creditor of the company, including a\ncontingent or prospective creditor, or a contributory of the company\nmay apply to the Court to determine any question arising in the\ncourse of carrying out the restructuring officer\u2019s functions.\n\nVariation or discharge of the order appointing a restructuring\nofficer\n91E. (1) At any time after the appointment of a restructuring officer by the\nCourt under section 91B or 91C \u2014\n(a)\nthe company acting by its directors;\n(b) a restructuring officer appointed under section 91B or 91C;\n\nSection 4\nCompanies (Amendment) Act, 2021\n\nPage 10\nAct 6 of 2021\nc\n\n(c)\na creditor of the company, including a contingent or prospective\ncreditor;\n(d) a contributory of the company; or\n(e)\nthe Authority, in respect of any company which is carrying on\na regulated business,\nmay apply by way of summons to the Court for the variation or\ndischarge of the order appointing the restructuring officer.\n(2) An application under subsection (1)(a) may be presented by a\ncompany acting by its directors without a resolution of its members\nor an express power in its articles of association.\n(3) The Court may, on hearing an application under subsection (1) \u2014\n(a)\nvary the order appointing the restructuring officer;\n(b) discharge or continue the order appointing the restructuring\nofficer;\n(c)\nadjourn the hearing conditionally or unconditionally;\n(d) dismiss the application; or\n(e)\nmake any other order as the Court thinks fit, except an order\nplacing the company into official liquidation, which the Court\nmay only make in accordance with sections 92 and 95 if a\nwinding up petition has been presented in accordance with\nsections 91G and 94.\n\nRemoval and replacement of restructuring officers\n91F.(1)\nA restructuring officer may be removed from office and replaced by\nan alternative restructuring officer by order of the Court made on the\napplication of \u2014\n(a)\nthe company acting by its directors;\n(b) a creditor of the company, including a contingent or prospective\ncreditor;\n(c)\na contributory of the company; or\n(d) the Authority, in respect of any company which is carrying on\na regulated business.\n(2) An application under subsection (1)(a) may be presented by a\ncompany acting by its directors without a resolution of its members\nor an express power in its articles of association.\n(3) A restructuring officer who has been removed and replaced pursuant\nto subsection (1) shall prepare a report and accounts for the\nrestructuring officer replacing the removed restructuring officer,\nwithin twenty-one days of the date of removal and replacement.\n\nCompanies (Amendment) Act, 2021\nSection 4\n\nc\nAct 6 of 2021\nPage 11\n\nStay of proceedings\n91G.(1) At any time \u2014\n(a)\nafter the presentation of a petition for the appointment of a\nrestructuring officer under section 91B, but before an order for\nthe appointment of a restructuring officer is made, and when the\npetition has not been withdrawn or dismissed; and\n(b) when an order for the appointment of a restructuring officer is\nmade, until the order appointing the restructuring officer has\nbeen discharged,\nno suit, action or other proceedings, other than criminal proceedings,\nshall be proceeded with or commenced against the company, no\nresolution shall be passed for the company to be wound up and no\nwinding up petition may be presented against the company, except\nwith the leave of the Court and subject to such terms as the Court\nmay impose.\n(2) Where at any time referred to in subsection (1), there are criminal\nproceedings pending against the company in a summary court, the\nCourt, the Court of Appeal or the Privy Council \u2014\n(a) the company acting by its directors;\n(b) a creditor of the company, including a contingent or\nprospective creditor;\n(c) a contributory of the company; or\n(d) the Authority, in respect of any company which is\ncarrying on regulated business,\nmay apply to the court in which the proceedings are pending for a\nstay of the proceedings and the court to which the application is\nmade, may stay the proceedings on such terms as it thinks fit.\n(3) In this section \u2014\n(a)\nreferences to a suit, action or other proceedings include a suit,\naction or other proceedings in a foreign country; and\n(b) references to other proceedings include any court supervised\ninsolvency or restructuring proceedings against the company.\n\nSection 4\nCompanies (Amendment) Act, 2021\n\nPage 12\nAct 6 of 2021\nc\n\nEnforcement of creditors\u2019 security\n91H. Notwithstanding the presentation of a petition for the appointment of a\nrestructuring officer or the appointment of a restructuring officer by the\nCourt under section 91B or 91C, a creditor who has security over the\nwhole or part of the assets of the company is entitled to enforce the\ncreditor\u2019s security without the leave of the Court and without reference to\nthe restructuring officer appointed under section 91B or 91C.\n\nPower to compromise with creditors and members within\nrestructuring officer proceeding\n91I. (1) Where a restructuring officer is appointed to a company and a\ncompromise or arrangement is proposed between the company and\nits creditors or any class of them, or the company and its members or\nany class of them, the Court may, on the application of the\nrestructuring officer, order a meeting of the creditors or class of\ncreditors, or of the members of the company or class of members, as\nthe case may be, to be summoned in such manner as the Court directs.\n(2) If a majority in number representing seventy-five per cent in value of\nthe creditors or class of creditors, as the case may be, present and\nvoting either in person or by proxy at the meeting, agree to any\ncompromise or arrangement, the compromise or arrangement shall,\nif sanctioned by the Court, be binding on all the creditors or the class\nof creditors, as the case may be, and also on the company.\n(3) If seventy-five per cent in value of the members or class of members,\nas the case may be, present and voting either in person or by proxy at\nthe meeting, agree to any compromise or arrangement, the\ncompromise or arrangement shall, if sanctioned by the Court, be\nbinding on all the members or class of members, as the case may be,\nand also on the company.\n(4) An order made under subsection (2) or (3) shall have no effect until\na copy of the order has been delivered to the Registrar for\nregistration, and a copy of every such order shall be annexed to every\ncopy of the memorandum of association of the company issued after\nthe order has been made, or, in the case of a company not having a\nmemorandum, of every copy so issued of the instrument constituting\nor defining the constitution of the company.\n(5) If a company makes default in complying with subsection (4), the\ncompany and every officer of the company who is in default shall be\nliable to a fine of two dollars for each copy in respect of which default\nis made.\n\nCompanies (Amendment) Act, 2021\nSection 4\n\nc\nAct 6 of 2021\nPage 13\n\n(6) In this section, \u201carrangement\u201d includes a reorganisation of the share\ncapital of the company by the consolidation of shares of different\nclasses or by the division of shares into shares of different classes or\nby both those methods.\n\nProvisions for facilitating reconstruction and amalgamation of\ncompanies\n91J.(1)\nWhere an application is made to the Court under section 91I for the\nsanctioning of a compromise or arrangement proposed between a\ncompany and any such persons as are specified in that section, and it\nis shown to the Court that the compromise or arrangement has been\nproposed for the purpose of or in connection with a scheme for the\nreconstruction of any company or companies or the amalgamation of\nany two or more companies, and that under the scheme the whole or\nany part of the undertaking or the property of any company\nconcerned in the scheme (in this section referred to as \u201ca transferor\ncompany\u201d) is to be transferred to another company (in this section\nreferred to as \u201cthe transferee company\u201d) the Court, may either by the\norder sanctioning the compromise or arrangement or by any\nsubsequent order make provision for \u2014\n(a)\nthe transfer to the transferee company of the whole or any part\nof the undertaking and of the property or liabilities of any\ntransferor company;\n(b) the allotting or appropriation by the transferee company of any\nshares, debentures, policies, or other like interests in that\ncompany which under the compromise or arrangement are to be\nallotted or appropriated by that company to or for any person;\n(c)\nthe continuation by or against the transferee company of any\nlegal proceedings pending by or against any transferor\ncompany;\n(d) the dissolution, without winding up, of any transferor company;\n(e)\nthe provisions to be made for any person who within such time\nand in such manner as the Court directs dissents from the\ncompromise or arrangement; and\n(f)\nsuch incidental, consequential and supplemental matters as are\nnecessary to secure that the reconstruction or amalgamation is\nfully and effectively carried out.\n(2) Where an order under this section provides for the transfer of\nproperty or liabilities, that property shall, by virtue of the order, be\ntransferred to and vest in, and those liabilities shall, by virtue of the\norder, be transferred to and become the liabilities of, the transferee\n\nSection 5\nCompanies (Amendment) Act, 2021\n\nPage 14\nAct 6 of 2021\nc\n\ncompany, and any such property shall, if the order so directs, be freed\nfrom any charge which is, by virtue of the compromise or\narrangement, to cease to have effect.\n(3) Where an order is made under this section, every company in relation\nto which the order is made shall cause a copy thereof to be delivered\nto the Registrar for registration within seven days after the making of\nthe order, and if default is made in complying with this subsection,\nthe company and every officer of the company who is in default shall\nbe liable to a default fine.\n(4) In this section \u2014\n\u201cproperty\u201d includes property, rights and powers of every\ndescription;\n\u201cliabilities\u201d includes duties; and\n\u201ctransferee company\u201d means any company or body corporate\nestablished in the Islands or in any other jurisdiction.\u201d.\n5.\nAmendment of section 94 - application for winding up\n5.\nThe principal Act is amended in section 94 by repealing subsection (2) and\nsubstituting the following subsections \u2014\n\u201c(2) Where expressly provided for in the articles of association of a\ncompany, the directors of a company incorporated before the\ncommencement of this amending Act have the authority to \u2014\n(a)\npresent a winding up petition; or\n(b) where a winding up petition has been presented, apply for the\nappointment of a provisional liquidator,\non behalf of the company without the sanction of a resolution passed\nat a general meeting.\n(2A) Subject to subsection (2B), the directors of a company incorporated\nafter the commencement of this amending Act may present a\nwinding up petition on behalf of the company on the grounds that\nthe company is unable to pay its debts within the meaning of\nsection 93 or where a winding up petition has been presented, apply\non behalf of the company, for the appointment of a provisional\nliquidator.\n(2B) The articles of association of a company may expressly remove or\nmodify the directors\u2019 authority to present a winding up petition or\napply for the appointment of a provisional liquidator on the\ncompany\u2019s behalf.\u201d.\n\nCompanies (Amendment) Act, 2021\nSection 6\n\nc\nAct 6 of 2021\nPage 15\n\n6.\nAmendment of section 97 - avoidance of attachments and stay of\nproceedings\n6.\nThe principal Act is amended in section 97 as follows \u2014\n(a)\nin subsection (1), by deleting the words \u201cincluding criminal proceedings\u201d\nand substituting the words \u201cother than criminal proceedings\u201d; and\n(b) by inserting after subsection (1), the following subsection \u2014\n\u201c(1A) Where a winding up order is made or a provisional liquidator is\nappointed in respect of a company, and there are criminal\nproceedings pending against the company in a summary court, the\nCourt, the Court of Appeal or the Privy Council \u2014\n(a)\nthe company;\n(b) a creditor of the company;\n(c)\na contributory of the company; or\n(d) subject to section 94(4), the Authority, in respect of any\ncompany which is carrying on regulated business,\nmay apply to the court in which the proceedings are pending for a\nstay of the proceedings and the court to which the application is\nmade, may stay the proceedings on such terms as it thinks fit.\u201d.\n7.\nAmendment of section 100 - commencement of winding up by the Court\n7.\nThe principal Act is amended in section 100 by repealing subsection (1) and\nsubstituting the following subsection \u2014\n\u201c(1) If, before the presentation of a petition for the winding up of a\ncompany by the Court \u2014\n(a)\na resolution has been passed by the company for voluntary\nwinding up;\n(b) the period, if any, fixed for the duration of the company by the\narticles of association has expired;\n(c)\nthe event upon the occurrence of which it is provided by the\narticles of association that the company is to be wound up has\noccurred; or\n(d) a restructuring officer has been appointed pursuant to section\n91B or 91C and the order appointing the restructuring officer\nhas not been discharged,\nthe winding up of the company is deemed to have commenced at the\ntime of passing of the relevant resolution or the expiry of the relevant\nperiod or the occurrence of the relevant event or the date of the\npresentation of the petition to appoint a restructuring officer pursuant\nto section 91B.\u201d.\n\nSection 8\nCompanies (Amendment) Act, 2021\n\nPage 16\nAct 6 of 2021\nc\n\n8.\nAmendment of section 104 - appointment and powers of provisional\nliquidator\n8.\nThe principal Act is amended in section 104 by repealing subsection (3) and\nsubstituting the following subsection \u2014\n\u201c(3) An application for the appointment of a provisional liquidator may\nbe made under subsection (1) by the company and on such an\napplication the Court may appoint a provisional liquidator if it\nconsiders it appropriate to do so.\u201d.\n9.\nAmendment of section 109 - remuneration of official liquidators\n9.\nThe principal Act is amended in section 109 \u2014\n(a)\nby deleting the section heading and substituting the following section\nheading \u2014\n\u201cRemuneration of official liquidators and restructuring\nofficers\u201d;\n(b) in subsection (1), by inserting after the words \u201cremuneration of the\nliquidator, are\u201d the words \u201c, subject to subsection (2),\u201d; and\n(c)\nby repealing subsection (2) and substituting the following subsections \u2014\n\u201c(2) Where a company is wound up, the expenses properly incurred in any\npetition for a restructuring officer and during the term of appointment\nof the restructuring officer appointed \u2014\n(a)\nunder section 91B(3)(a); or\n(b) on an interim basis under section 91C(3),\nincluding the remuneration of the restructuring officer, are payable\nout of the company\u2019s assets in priority to all other claims.\n(3) There shall be paid to a restructuring officer, including a restructuring\nofficer appointed on an interim basis, and the official liquidator, such\nremuneration, by way of percentage or otherwise, that the Court may\ndirect acting in accordance with rules made under section 155.\n(4) If more than one restructuring officer, including a restructuring\nofficer appointed on an interim basis, is appointed by the Court under\nsection 91B or 91C, the remuneration paid under subsection (3) shall\nbe distributed among the restructuring officers in such proportions as\nthe Court may direct.\n(5) If more than one official liquidator is appointed by the Court when a\ncompany is wound up, the remuneration paid under subsection (3)\nshall be distributed among the official liquidators in such proportions\nas the Court may direct.\u201d.\n\nCompanies (Amendment) Act, 2021\nSection 10\n\nc\nAct 6 of 2021\nPage 17\n\n10.\nAmendment of section 110 - function and powers of official liquidators\n10. The principal Act is amended in section 110 by repealing subsection (5) and\nsubstituting the following subsection \u2014\n\u201c(5) For the purposes of exercising the powers specified under paragraph\n3 of Part 1 of Schedule 3, a person shall be treated as related to a\ncompany if the person \u2014\n(a)\nhas acted for the company as a professional service provider;\n(b) is or was a shareholder or director of the company or of any\nother company in the same group as the company;\n(c)\nhas a direct or indirect beneficial interest in the shares of the\ncompany; or\n(d) is a creditor or debtor of the company.\u201d.\n11.\nAmendment of section 116 - circumstances in which a company may be\nwound up voluntarily\n11. The principal Act is amended in section 116(d) by deleting the words \u201cas they fall\ndue\u201d.\n12.\nAmendment of section 134 - fraud etc. in anticipation of winding up\n12. The principal Act is amended in section 134(1) by inserting after the words \u201cvoluntary\nliquidator\u201d, the words \u201c, restructuring officer\u201d.\n13.\nAmendment of section 135 - transactions in fraud of creditors\n13. The principal Act is amended in section 135 by inserting after the words \u201cany officer\u201d,\nthe words \u201c, restructuring officer, controller\u201d.\n14.\nAmendment of section 136 - misconduct in course of winding up\n14. The principal Act is amended in section 136(1) by inserting after the words \u201cwas a\ndirector, officer\u201d, the words \u201c, restructuring officer, controller\u201d.\n15.\nAmendment of section 137 - material omissions from statement relating to\ncompany\u2019s affairs\n15. The principal Act is amended in section 137(1) by inserting after the words \u201ca\nmanager\u201d, the words \u201c, restructuring officer, controller\u201d.\n16.\nAmendment of section 145 - voidable preference\n16. The principal Act is amended in section 145(1) by deleting the word \u201cinvalid\u201d and\nsubstituting the words \u201cvoidable upon the application of the company\u2019s liquidator\u201d.\n17.\nAmendment of section 148 - supply of utilities\n17. The principal Act is amended in section 148 as follows \u2014\n\nSection 18\nCompanies (Amendment) Act, 2021\n\nPage 18\nAct 6 of 2021\nc\n\n(a)\nin subsection (1) as follows \u2014\n(i)\nby inserting after the words \u201c(including a provisional liquidator)\u201d, the\nwords \u201cor a restructuring officer\u201d; and\n(ii) in paragraph (a), by inserting after the words \u201cthat the liquidator\u201d, the\nwords \u201c(including a provisional liquidator) or restructuring officer\u201d;\nand\n(b) in subsection (3) as follows \u2014\n(i)\nin paragraph (a), by deleting the word \u201cor\u201d appearing at the end of\nthe paragraph;\n(ii) in paragraph (b), by deleting the fullstop and substituting the words\n\u201c; or\u201d; and\n(iii) by inserting after paragraph (b), the following paragraph \u2014\n\u201c(c) the date on which the restructuring officer was appointed.\u201d.\n18.\nAmendment of section 154 - Insolvency Rules Committee\n18. The principal Act is amended in section 154(1) as follows \u2014\n(a)\nby deleting paragraph (c) and substituting the following paragraph \u2014\n\u201c(c) two attorneys-at-law appointed by the Chief Justice on the\nrecommendation of the Cayman Islands Legal Practitioner\u2019s\nAssociation;\u201d;\n(b) in paragraph (d), by deleting the word \u201cand\u201d appearing at the end of the\nparagraph;\n(c)\nin paragraph (e), by deleting the fullstop and substituting the words \u201c;\nand\u201d; and\n(d) by inserting after paragraph (e), the following paragraph \u2014\n\u201c(f) a qualified insolvency practitioner appointed by the Chief\nJustice on the recommendation of the Recovery and Insolvency\nSpecialists Association.\u201d.\nPassed by the Parliament the 8th day of December, 2021.\nHon. W. McKeeva Bush\nSpeaker\nZena Merren-Chin\nClerk of the Parliament","akn_extracted_at":"2026-06-22 15:41:53.95885+00","cms_id":"2022-0006","law_type":"amending","year":"2022","number":"6","title":"Parliament (Management) (Amendment) Act, 2022 (Act 6 of 2022)","status":"spent"},"provenance":{"files":[{"file_id":"6441","expr_id":"1600","kind":"akn_xml","filename":"2022-0006.akn.xml","source_url":null,"storage_path":"\/Users\/q\/kyleg-data\/working\/AMENDING\/2022\/2022-0006\/2022-0006.akn.xml","content_md5":"bc91d93be26309855d34d271fc294629","byte_size":"33404","http_last_modified":null,"fetched_at":"2026-06-22 15:41:54.099414+00"},{"file_id":"3199","expr_id":"1600","kind":"pristine_pdf","filename":"2022-0006.pdf","source_url":"\/cms\/images\/LEGISLATION\/AMENDING\/2022\/2022-0006\/2022-0006.pdf","storage_path":"\/Users\/q\/kyleg-data\/pristine\/AMENDING\/2022\/2022-0006\/2022-0006.pdf","content_md5":"6084902be19e523bf0f94bc7bcb999cf","byte_size":"911899","http_last_modified":null,"fetched_at":"2026-06-16 04:01:10.871883+00"},{"file_id":"3200","expr_id":"1600","kind":"working_pdf","filename":"2022-0006.pdf","source_url":"\/cms\/images\/LEGISLATION\/AMENDING\/2022\/2022-0006\/2022-0006.pdf","storage_path":"\/Users\/q\/kyleg-data\/working\/AMENDING\/2022\/2022-0006\/2022-0006.pdf","content_md5":"6084902be19e523bf0f94bc7bcb999cf","byte_size":"911899","http_last_modified":null,"fetched_at":"2026-06-16 04:01:10.871883+00"}],"paragraph_count":10,"latest_history":null},"quality":{"expr_id":"1600","doc_id":"1600","quality_state":"known_issue","quality_score":"47","needs_human_review":"t","deterministic_categories":"{commencement_metadata_problem,duplicate_text,page_header_footer_noise,title_mismatch}","llm_categories":"{}","repair_actions":"{collapse_duplicate_text,strip_page_furniture,verify_commencement_metadata,verify_title_metadata}","finding_severity_counts":"{\"low\": 1, \"high\": 1, \"medium\": 2}","finding_summary":"stored title is not visible in the opening extracted text; repeated line furniture detected: cayman islands x3; companies amendment act 2021 x18; act 6 of 2021 x20","assessed_at":"2026-06-22 15:29:46.546423+00","updated_at":"2026-06-22 15:29:46.546423+00"}}