{"kind":"expression","expression":{"expr_id":"1650","doc_id":"1650","label":"Companies (Amendment) Act, 2024 (Act 3 of 2024)","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\/2024\/3\/eng@2024-01-01","akn_envelope":"{\"_canary\": {\"iri\": {\"work\": \"\/akn\/ky\/act\/amending\/2024\/3\", \"expression\": \"\/akn\/ky\/act\/amending\/2024\/3\/eng@2024-01-01\", \"manifestation\": \"\/akn\/ky\/act\/amending\/2024\/3\/eng@2024-01-01.pdf\"}, \"pdf\": {\"md5\": \"ea09484bfd40fc1a6866268268b9ff06\", \"path\": \"\/Users\/q\/kyleg-data\/working\/AMENDING\/2024\/2024-0003\/2024-0003.pdf\", \"pages\": 19, \"filename\": \"2024-0003.pdf\"}, \"errors\": [], \"extraction\": {\"model\": null, \"stats\": {\"word_count\": 5044, \"paragraph_count\": 17, \"text_char_count\": 31812}, \"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\": \"5. Insertion of sections 14A and 14B \u2014 reduction supported by solvency statement; 6. Amendment of section 15 - application to court for confirming order, objections by 7. 8. 9. 10. 11. Amendment of Part XIII - re-registration as a means of an ordinary non-resident company 12. Insertion of sections 211A and 211B - exempted company may be re-registered as an ordinary resident company; effect of re-registration of an exempted company as an 13. 14. 15. Insertion of sections 233A and 233B - conversion of a limited liability company to an 16. Companies (Amendment) Act, 2024 COMPANIES (AMENDMENT) ACT, 2024 AN ACT TO AMEND THE COMPANIES ACT (2023 REVISION) TO VARY THE PROCEDURE FOR THE REDUCTION OF SHARE CAPITAL; TO PROVIDE FOR THE REPURCHASE OR REDEMPTION OF FRACTIONAL SHARES; TO VARY THE PROCEDURE FOR PASSING A SPECIAL RESOLUTION; TO PROVIDE FOR THE CONVERSION OF A LIMITED LIABILITY COMPANY OR A FOUNDATION COMPANY TO AN EXEMPTED COMPANY; 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, 2024. (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\": \"General amendments to the Companies Act (2023 Revision) - references to Parts 2. The Companies Act (2023 Revision), in this Act referred to as the \u201cprincipal Act\u201d is amended as follows \u2014 (a) by deleting the words \u201cPART I\u201d or \u201cPart I\u201d wherever they appear and substituting the words \u201cPART 1\u201d and \u201cPart 1\u201d respectively; I Assent, Jane Owen Governor Date: 7th March, 2024 Companies (Amendment) Act, 2024 (b) by deleting the words \u201cPART II\u201d or \u201cPart II\u201d wherever they appear and substituting the words \u201cPART 2\u201d and \u201cPart 2\u201d respectively; (c) by deleting the words \u201cPART III\u201d or \u201cPart III\u201d wherever they appear and substituting the words \u201cPART 3\u201d and \u201cPart 3\u201d respectively; (d) by deleting the words \u201cPART IV\u201d or \u201cPart IV\u201d wherever they appear and substituting the words \u201cPART 4\u201d and \u201cPart 4\u201d respectively; (e) by deleting the words \u201cPART V\u201d or \u201cPart V\u201d wherever they appear and substituting the words \u201cPART 5\u201d or \u201cPart 5\u201d respectively; (f) by deleting the words \u201cPART VI\u201d or \u201cPart VI\u201d wherever they appear and substituting the words \u201cPART 6\u201d and \u201cPart 6\u201d respectively; (g) by deleting the words \u201cPART VII\u201d or \u201cPart VII\u201d wherever they appear and substituting the words \u201cPART 7\u201d and \u201cPart 7\u201d respectively; (h) by deleting the words \u201cPART VIII\u201d or \u201cPart VIII\u201d wherever they appear and substituting the words \u201cPART 8\u201d and \u201cPart 8\u201d respectively; (i) by deleting the words \u201cPART VIIIA\u201d or \u201cPart VIIIA\u201d wherever they appear and substituting the words \u201cPART 8A\u201d and \u201cPart 8A\u201d respectively; (j) by deleting the words \u201cPART IX\u201d or \u201cPart IX\u201d wherever they appear and substituting the words \u201cPART 9\u201d and \u201cPart 9\u201d respectively; (k) by deleting the words \u201cPART X\u201d or \u201cPart X\u201d wherever they appear and substituting the words \u201cPART 10\u201d and \u201cPart 10\u201d respectively; (l) by deleting the words \u201cPART XI\u201d or \u201cPart XI\u201d wherever they appear and substituting the words \u201cPART 11\u201d and \u201cPart 11\u201d respectively\u201d; (m) by deleting the words \u201cPART XII\u201d or \u201cPart XII\u201d wherever they appear and substituting the words \u201cPART 12\u201d and \u201cPart 12\u201d respectively; (n) by deleting the words \u201cPART XIV\u201d or \u201cPart XIV\u201d wherever they appear and substituting the words \u201cPART 14\u201d and \u201cPart 14\u201d respectively; (o) by deleting the words \u201cPART XV\u201d or \u201cPart XV\u201d wherever they appear and substituting the words \u201cPART 15\u201d and \u201cPart 15\u201d respectively; (p) by deleting the words \u201cPART XVII\u201d or \u201cPart XVII\u201d wherever they appear and substituting the words \u201cPART 17\u201d and \u201cPart 17\u201d respectively; (q) by deleting the words \u201cPART XVIIA\u201d or \u201cPart XVIIA\u201d wherever they appear and substituting the words \u201cPART 17A\u201d and \u201cPart 17A\u201d respectively; (r) by deleting the words \u201cPART XVIIB\u201d or \u201cPart XVIIB\u201d wherever they appear and substituting the words \u201cPART 17B\u201d and \u201cPart 17B\u201d respectively; and (s) by deleting the words \u201cPART XVIII\u201d or \u201cPart XVIII\u201d wherever they appear and substituting the words \u201cPART 18\u201d and \u201cPart 18\u201d respectively. Companies (Amendment) Act, 2024\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_3\", \"num\": \"3.\", \"text\": \"Amendment of section 2 - definitions and interpretation 3. The principal Act is amended in section 2 as follows \u2014 (a) in subsection (1), by inserting, in the appropriate alphabetical sequence, the following definitions \u2014 \u201c \u201chigh net worth person\u201d has the meaning assigned by section 2 of the Securities Investment Business Act (2020 Revision); \u201cordinary non-resident company\u201d means a company designated by the Financial Secretary as a non-resident company in accordance with section 2(3) of the Local Companies (Control) Act (2019 Revision); \u201cordinary resident company\u201d means a company which carries on business in the Islands in accordance with section 2(2) of the Local Companies (Control) Act (2019 Revision); \u201csolvency statement\u201d means a statement made in the prescribed form to the effect that a full enquiry into the company\u2019s affairs has been made and to the best of the directors\u2019 knowledge and belief the company will be able to pay its debts as they fall due in the ordinary course of business commencing on the date of the statement; and \u201csophisticated person\u201d has the meaning assigned by section 2 of the Securities Investment Business Act (2020 Revision);\u201d; and (b) by inserting after subsection (5), the following subsection \u2014 \u201c(6) For the purpose of this Act, \u201cpublic in the Islands\u201d does not include \u2014 (a) a sophisticated person; (b) a high net worth person; (c) a person specified in paragraph 3 of Schedule 4 to the Securities Investment Business Act (2020) Revision; (d) an exempted or ordinary non-resident company registered under this Act, a foreign company registered under Part 9 of this Act, or a limited liability company registered under the Limited Liability Companies Act (2023 Revision) or any such company acting as general partner of an exempted limited partnership registered under the Exempted Limited Partnership Act (2021 Revision) or any director or officer acting in that capacity; (e) an exempted limited partnership registered under section 9(1) of the Exempted Limited Partnership Act (2021 Revision); (f) a limited liability partnership registered under the Limited Liability Partnership Act (2023 Revision); or Companies (Amendment) Act, 2024 (g) the trustee of any trust registered or capable of registration under section 74 of the Trusts Act (2021 Revision) acting in that capacity.\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_4\", \"num\": \"4.\", \"text\": \"Amendment of section 14 - special resolution for reduction of share capital 4. The principal Act is amended in section 14 as follows \u2014 (a) by repealing subsection (1) and substituting the following subsections \u2014 \u201c(1) Subject to section 37, a company limited by shares or a company limited by guarantee and having a share capital, if so authorised by its articles \u2014 (a) may reduce its share capital in any way \u2014 (i) by special resolution and confirmation by the Court; or (ii) by special resolution supported by a solvency statement in accordance with section 14A; and (b) in particular, without prejudice to the generality of the power under paragraph (a), may either \u2014 (i) extinguish or reduce the liability on any of its shares in respect of share capital not paid up; (ii) with or without extinguishing or reducing liability on any of its shares, cancel any paid-up share capital which is lost or unrepresented by available assets; or (iii) with or without extinguishing or reducing liability of any of its shares, pay off any paid-up share capital which is in excess of the needs of the company, and may, if and so far as is necessary, alter its memorandum by reducing the amount of its share capital and of its shares accordingly. (1A) For the purposes of subsection (1), the reduction of shares in a company as \u2014 (a) part of a merger or consolidation pursuant to section 233; or (b) part of a surrender of shares pursuant to section 37B, is not a reduction of share capital.\u201d; and (b) in subsection (2), by deleting the words \u201ca resolution for reducing share capital\u201d and substituting the words \u201c a special resolution for reducing share capital\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_5\", \"num\": \"5.\", \"text\": \"Insertion of sections 14A and 14B - reduction supported by solvency statement; registration of solvency statement and minute of reduction 5. The principal Act is amended by inserting after section 14, the following sections \u2014 Companies (Amendment) Act, 2024 \u201cReduction supported by solvency statement 14A. (1) A reduction of capital is supported by a solvency statement if the directors of the company make a solvency statement no more than thirty days before the date on which the special resolution for reducing share capital passed. (2) Any director who knowingly makes a solvency statement under this section without having reasonable grounds to believe that the company will be able to pay its debts in full as they fall due in the ordinary course of business commits an offence and is liable on summary conviction to a fine of ten thousand dollars and to imprisonment for two years. Registration of solvency statement and minute of reduction 14B. (1) Where a reduction of capital is supported by a solvency statement under section 14A, the company shall within fifteen days after the special resolution for reducing share capital is passed, deliver to the Registrar \u2014 (a) a copy of the solvency statement; and (b) a minute showing in respect of the company, the information specified in subsection (2). (2) The minute referred to under subsection (1)(b) shall state with respect to the company\u2019s reduction of capital by the special resolution for reducing share capital \u2014 (a) the amount of share capital of the company; (b) the number of shares into which the share capital is to be divided and the amount of each share; and (c) the amount, if any, deemed to be paid up on each share. (3) The Registrar, on receipt of the copy of the solvency statement and the minute in accordance with subsections (1) and (2), shall \u2014 (a) register the solvency statement made under section 14A and the minute; and (b) issue to the company, a certificate stating that the solvency statement made under section 14A and the minute have been registered. (4) The Registrar shall publish by notice in the Gazette the registration of the solvency statement made under section 14A and the minute. (5) Where a company fails to deliver the items required under subsection (1) to the Registrar within fifteen days after the passing of the special Companies (Amendment) Act, 2024 resolution for reducing share capital, the Registrar shall not register the items. (6) Where the Registrar, in accordance with subsection (5), does not register the items, the company may apply to the Court, by way of petition, for an order confirming the reduction of share capital under section 15(1). (7) A certificate issued under subsection (3)(b) shall be conclusive evidence that all the requirements of this Act with respect to reduction of share capital have been complied with and that the share capital of the company is as stated in the minute. (8) The minute, when registered under subsection (3)(a), shall be deemed to be substituted for the corresponding part of the memorandum of association and shall be valid and alterable as if it had been contained in the memorandum of association on the effective date of the reduction of capital. (9) The special resolution for reducing share capital shall take effect on the date of registration of the solvency statement made under section 14A and the minute.\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_6\", \"num\": \"6.\", \"text\": \"Amendment of section 15 - application to court for confirming order, objections by creditors 6. The principal Act is amended in section 15(1) by deleting the words \u201cresolution for reducing share capital\u201d and substituting the words \u201cspecial resolution for reducing share capital\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_7\", \"num\": \"7.\", \"text\": \"Amendment of section 17 - registration of order and minute of reduction 7. The principal Act is amended in section 17(2) by deleting the words \u201cresolution for reducing share capital\u201d and substituting the words \u201cspecial resolution for reducing share capital\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_8\", \"num\": \"8.\", \"text\": \"Amendment of section 37 - redemption and purchase of shares 8. The principal Act is amended in section 37(1) as follows \u2014 (a) by inserting after the words \u201cissue shares\u201d, the words \u201cor fractions of shares\u201d; (b) by inserting after the words \u201cto any shares\u201d, the words \u201cor fractions of shares\u201d; and (c) by inserting after the words \u201csuch shares\u201d, the words \u201cor fractions of shares\u201d. Companies (Amendment) Act, 2024\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_9\", \"num\": \"9.\", \"text\": \"Amendment of section 88 - power to acquire shares of dissentient shareholders 9. The principal Act is amended in section 88 as follows \u2014 (a) by deleting the section heading and substituting the following section heading \u2014 \u201cPower to acquire shares of dissenting shareholders\u201d; and (b) by repealing subsection (1) and substituting the following subsections \u2014 \u201c(1) Subject to subsection (1A), where a scheme or contract involving the transfer of shares or any class of shares in a company (in this section referred to as \u201cthe transferor company\u201d) to another company, whether a company within the meaning of this Act or not (in this section referred to as \u201cthe transferee company\u201d) has after the making of the offer in that behalf by the transferee company been approved by the holders of not less than ninety per cent in value of the shares for which the offer has been made, the transferee company may, at any time within two months after the approval by the said holders, give notice in the prescribed manner to any dissenting shareholder that it desires to acquire that shareholder\u2019s shares. (1A) Where the notice under subsection (1) is given, the transferee company shall be bound to acquire those shares on the terms on which the shares of the approving shareholders are to be transferred to the transferee company except where an application is made to the Court by a dissenting shareholder within one month after the date on which the notice was given and the Court thinks fit to order otherwise.\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_10\", \"num\": \"10.\", \"text\": \"Amendment of section 201 - application for continuation 10. The principal Act is amended in section 201 as follows \u2014 (a) in subsection (1), by deleting the words \u201cand a share capital\u201d and substituting the words \u201cand with or without a share capital\u201d; (b) in subsection (3), by deleting the words \u201cmaking the declaration or affidavit\u201d and substituting the words \u201cmaking the declaration or affidavit and subsection (4) shall apply, with any necessary changes, in respect of that declaration or affidavit\u201d; and (c) by repealing subsection (7).\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_11\", \"num\": \"11.\", \"text\": \"Amendment of Part XIII - re-registration as a means of an ordinary nonresident company becoming exempted 11. The principal Act is amended in Part XIII by deleting the Part heading and substituting the following Part heading \u2014 Companies (Amendment) Act, 2024 \u201cPART 13 - Re-registration as a Means of Ordinary Nonresident Company Becoming Exempted or Exempted Company Becoming Ordinary Resident\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_12\", \"num\": \"12.\", \"text\": \"Insertion of sections 211A and 211B - exempted company may be reregistered as an ordinary resident company; effect of re-registration of an exempted company as an ordinary resident company 12. The principal Act is amended by inserting after section 211, the following sections \u2014 \u201cExempted company may be re-registered as an ordinary resident company 211A.(1) Subject to this section and section 211B, an exempted company may be re-registered as an ordinary resident company if \u2014 (a) the company passes a special resolution that it should be so reregistered; and (b) an application for re-registration is delivered to the Registrar together with the necessary documents and fee set out in subsections (4) and (5) respectively. (2) A special resolution under subsection (1)(a) shall \u2014 (a) make alterations in the company\u2019s memorandum of association as are necessary to bring it in substance and in form into conformity with the requirements of this Act with respect to the memorandum of association of an ordinary resident company; and (b) make alterations in the company\u2019s articles of association as are requisite in the circumstances. (3) A special resolution under subsection (1)(a) may change the exempted company\u2019s name to any name by which an ordinary resident company is able to be registered. (4) An application under subsection (1)(b) shall be signed by a director of the company and accompanied by a copy of the memorandum and articles as altered by the special resolution under subsection (1)(a). (5) An application under subsection (1)(b) shall be accompanied by a reregistration fee equal to the fee payable on the registration of an ordinary resident company under section 26. Companies (Amendment) Act, 2024 Effect of re-registration of an exempted company as an ordinary resident company 211B.(1) If, on an application under section 211A, the Registrar is satisfied that an exempted company may be re-registered as an ordinary resident company, the Registrar shall \u2014 (a) retain the application and other documents delivered by an applicant under section 211A(4); and (b) issue to the company a certificate of re-registration stating that the company has been re-registered as an ordinary resident company. (2) Subject to subsection (4), upon the issue of a certificate of reregistration to a company under subsection (1)(b) \u2014 (a) the company, by virtue of the issue of that certificate, becomes an ordinary resident company; and (b) any alterations in the memorandum and articles set out in the special resolution take effect accordingly. (3) Any tax undertaking given to the company pursuant to section 6 of the Tax Concessions Act (2018 Revision) shall not apply from the date of the re-registration. (4) The issue of a certificate of re-registration to a company under subsection (1)(b) shall not operate \u2014 (a) to create a new legal entity; (b) to prejudice or affect the identity or continuity of the company; (c) to affect the property of the company; (d) to affect any appointment made, resolution passed or any other act or thing done in relation to the company pursuant to a power conferred by the memorandum and the articles of association of the company or by the laws of the Islands; (e) to affect the rights, powers, authorities, functions and liabilities or obligations of the company or any other person; or (f) to render defective any legal proceedings by or against the company. (5) Any legal proceedings that could have been continued or commenced by or against the company before its re-registration may, notwithstanding the re-registration, be continued or commenced by or against the company after re-registration. (6) A certificate of re-registration issued under subsection (1)(b) is conclusive evidence \u2014 Companies (Amendment) Act, 2024 (a) that the requirements of this Act in respect of registration and of matters precedent and incidental to the registration have been complied with; and (b) that the company is an ordinary resident company.\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_13\", \"num\": \"13.\", \"text\": \"Amendment of Part XVI - merger and consolidation 13. The principal Act is amended in Part XVI by deleting the Part heading and substituting the following Part heading \u2014 \u201cPART 16 - Merger, Consolidation and Conversion\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_14\", \"num\": \"14.\", \"text\": \"Amendment of section 232 - definitions in this Part 14. The principal Act is amended in section 232 by inserting, in the appropriate alphabetical sequence, the following definitions \u2014 \u201c \u201cfoundation company\u201d means a company which is issued a declaration that it is a foundation company under section 5 of the Foundation Companies Act, 2017; and \u201cLLC agreement\u201d has the meaning assigned by section 2 of the Limited Liability Companies Act (2023 Revision);\u201d.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_15\", \"num\": \"15.\", \"text\": \"Insertion of sections 233A and 233B - conversion of a limited liability company to an exempted company; conversion of a foundation company to an exempted company 15. The principal Act is amended by inserting after section 233, the following sections \u2014 \u201cConversion of a limited liability company to an exempted company 233A.(1) Subject to this section, a limited liability company (the \u201cconversion applicant\u201d) may be re-registered as an exempted company if \u2014 (a) the conversion applicant \u2014 (i) resolves to be so re-registered upon the affirmative vote or written consent of at least two-thirds of the members of the conversion applicant; or (ii) is expressly permitted in the conversion applicant\u2019s LLC agreement to provide an alternative vote, written consent or any other form of authorisation for the conversion (the \u201cconversion consent\u201d) as may be provided for in the agreement; and (b) the conversion applicant applies to the Registrar for reregistration and submits the documents under subsection (3). (2) The  conversion consent under subsection (1)(a) shall adopt \u2014 Companies (Amendment) Act, 2024 (a) a registration declaration for the conversion applicant as an exempted company; and (b) memorandum and articles of association in conformity with the requirements of this Act to take effect upon re-registration of the conversion applicant. (3) The application shall be signed by a manager or authorised person of the conversion applicant and accompanied by a copy of the registration declaration under subsection (2)(a) and a certificate of good standing for the conversion applicant. (4) The conversion applicant shall submit with an application under subsection (1)(b) a re-registration fee equal to the annual fee payable by an exempted company pursuant to section 169(1). (5) If, on an application under this section, the Registrar is satisfied that a conversion applicant may be re-registered under this section as an exempted company, the Registrar shall \u2014 (a) retain (in a form that the Registrar may determine) the application and other documents delivered to the Registrar under this section; (b) issue to the conversion applicant a certificate of re-registration stating that the conversion applicant has been re-registered as an exempted company; and (c) enter details in the Register in respect of the exempted company\u2019s re-registration as the Registrar considers appropriate. (6) Subject to subsection (7), upon the issue of a certificate of reregistration to an exempted company under subsection (5)(b) \u2014 (a) the conversion applicant, by virtue of the issue of that certificate, becomes an exempted company; (b) the memorandum and articles of association adopted in the conversion consent shall take effect, the conversion applicant shall cease to be registered as a limited liability company (and the register of limited liability companies shall be updated accordingly) and the LLC agreement of the conversion applicant shall cease to have effect; (c) the members of the conversion applicant shall be deemed shareholders of the exempted company and shall receive shares with a nominal or par value, at a discount or at a premium as is provided in the conversion consent under subsection (1)(a); and (d) any tax undertaking given to the conversion applicant pursuant to section 58 of the Limited Liability Companies Act (2023 Companies (Amendment) Act, 2024 Revision) shall not apply from the date of the re-registration and the exempted company may apply for an undertaking pursuant to section 6 of the Tax Concessions Act (2018 Revision). (7) Subsection (6) shall not operate \u2014 (a) to create a new legal entity; (b) to prejudice or affect the identity or continuity of the conversion applicant; (c) to affect the property of the conversion applicant; (d) to affect any appointment made, resolution passed or any other act or thing done in relation to the conversion applicant pursuant to a power conferred by the LLC agreement of the conversion applicant or by the laws of the Islands; (e) except to the extent provided by or pursuant to subsection (6)(b), to affect the rights, powers, authorities, functions and liabilities or obligations of the conversion applicant or any other person; or (f) to render defective any legal proceedings by or against the conversion applicant. (8) Any legal proceedings that could have been continued or commenced by or against the conversion applicant before its re-registration under this section may, notwithstanding the re-registration, be continued or commenced by or against the conversion applicant after reregistration. (9) A certificate of re-registration issued under this section is conclusive evidence that \u2014 (a) the requirements of this Act in respect of registration and of matters precedent and incidental thereto have been complied with; and (b) the conversion applicant is an exempted company. Conversion of a foundation company to an exempted company 233B.(1) Subject to this section, a foundation company (the \u201cconversion applicant\u201d) may be re-registered as an exempted company if \u2014 (a) the conversion applicant passes a special resolution that it should be so re-registered; and (b) the conversion applicant applies to the Registrar for reregistration and submits the documents specified by the Registrar under subsection (3). (2) The special resolution under subsection (1)(a) shall adopt \u2014 Companies (Amendment) Act, 2024 (a) a registration declaration for the conversion applicant as an exempted company; and (b) memorandum and articles of association in conformity with the requirements of this Act to take effect upon re-registration of the conversion applicant. (3) An application under subsection (1)(b) shall be signed by a director or authorised person of the conversion applicant, and accompanied by a copy of the registration declaration under subsection (2)(a) and a certificate of good standing for the conversion applicant. (4) The conversion applicant shall submit with an application under subsection (1)(b), a re-registration fee equal to the annual fee payable by an exempted company pursuant to section 169(1). (5) If, on an application under this section, the Registrar is satisfied that a conversion applicant may be re-registered under this section as an exempted company, the Registrar shall \u2014 (a) retain (in such form as the Registrar may determine) the application and other documents delivered to the Registrar under this section; (b) issue to the conversion applicant a certificate of re-registration stating that the conversion applicant has been re-registered as an exempted company; and (c) enter such details in the Register in respect of the exempted company\u2019s re-registration as the Registrar considers appropriate. (6) Subject to subsection (7), upon the issue of a certificate of reregistration to an exempted company under subsection (5)(b) \u2014 (a) the conversion applicant, by virtue of the issue of that certificate, becomes an exempted company; (b) the memorandum and articles of association adopted in the special resolution shall take effect and the conversion applicant shall cease to be registered as a foundation company (and the register of foundation companies shall be updated accordingly) and the memorandum and adopted articles of the conversion applicant shall cease to have effect; and (c) any tax undertaking given to the conversion applicant shall not apply from the date of the re-registration and the exempted company may apply to the Cabinet for an undertaking pursuant to section 6 of the Tax Concessions Act (2018 Revision). (7) Subsection (6) shall not operate \u2014 (a) to create a new legal entity; Companies (Amendment) Act, 2024 (b) to prejudice or affect the identity or continuity of the conversion applicant; (c) to affect the property of the conversion applicant; (d) to affect any appointment made, resolution passed or any other act or thing done in relation to the conversion applicant pursuant to a power conferred by the memorandum and the adopted articles of the conversion applicant or by the laws of the Islands; (e) except to the extent provided by or pursuant to subsection (6)(b), to affect the rights, powers, authorities, functions and liabilities or obligations of the conversion applicant or any other person; or (f) to render defective any legal proceedings by or against the conversion applicant, and any legal proceedings that could have been continued or commenced by or against the conversion applicant before its re-registration hereunder may, notwithstanding the re-registration, be continued or commenced by or against the conversion applicant after reregistration. (8) A certificate of re-registration issued under this section is conclusive evidence that \u2014 (a) the requirements of this Act in respect of registration and of matters precedent and incidental thereto have been complied with; and (b) the conversion applicant is an exempted company.\u201d. Companies (Amendment) Act, 2024\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_16\", \"num\": \"16.\", \"text\": \"Amendment of section 252 - duty to establish and maintain beneficial ownership register 16. The principal Act is amended in section 252 by repealing subsection (5). Passed by the Parliament the 27th day of February, 2024. Hon. Sir Alden McLaughlin Speaker Zena Merren-Chin Clerk of the Parliament\", \"element\": \"section\", \"heading\": null}], \"meta\": {\"notes\": null, \"workflow\": null, \"lifecycle\": {\"source\": \"#cilegis\", \"eventRef\": [{\"eId\": \"e_commence_2024_01_01\", \"date\": \"2024-01-01\", \"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_2024_01_01\", \"timeInterval\": [{\"end\": null, \"start\": \"#e_commence_2024_01_01\", \"duration\": null, \"refersTo\": \"#inForce\"}]}]}, \"classification\": null, \"identification\": {\"source\": \"#cilegis\", \"FRBRWork\": {\"FRBRuri\": \"\/akn\/ky\/act\/amending\/2024\/3\", \"FRBRdate\": [{\"date\": \"2024-01-01\", \"name\": \"generation\"}], \"FRBRthis\": \"\/akn\/ky\/act\/amending\/2024\/3\/!main\", \"FRBRalias\": [{\"name\": \"cmsId\", \"value\": \"2024-0003\"}], \"FRBRauthor\": [{\"as\": \"#editor\", \"href\": \"\/akn\/ontology\/canary\/organization\/editor\/cilegis\"}], \"FRBRnumber\": \"3 of 2024\", \"FRBRcountry\": \"ky\", \"FRBRsubtype\": \"amending\"}, \"FRBRExpression\": {\"FRBRuri\": \"\/akn\/ky\/act\/amending\/2024\/3\/eng@2024-01-01\", \"FRBRdate\": [{\"date\": \"2024-01-01\", \"name\": \"generation\"}], \"FRBRthis\": \"\/akn\/ky\/act\/amending\/2024\/3\/eng@2024-01-01\/!main\", \"FRBRauthor\": [{\"as\": \"#editor\", \"href\": \"\/akn\/ontology\/canary\/organization\/editor\/cilegis\"}], \"FRBRlanguage\": \"eng\"}, \"FRBRManifestation\": {\"FRBRuri\": \"\/akn\/ky\/act\/amending\/2024\/3\/eng@2024-01-01.xml\", \"FRBRdate\": [{\"date\": \"2026-06-22\", \"name\": \"generation\"}], \"FRBRthis\": \"\/akn\/ky\/act\/amending\/2024\/3\/eng@2024-01-01.xml\", \"FRBRauthor\": [{\"as\": \"#editor\", \"href\": \"\/akn\/ontology\/canary\/organization\/editor\/cilegis\"}], \"FRBRformat\": \"application\/xml\"}}}, \"name\": \"act\", \"header\": {\"title\": \"Companies (Amendment) Act, 2024 (Act 3 of 2024)\", \"actNumber\": \"3 of 2024\", \"longTitle\": null}}, \"doc\": null, \"bill\": null, \"judgment\": null}}","akn_full_text":"CAYMAN ISLANDS\n\nCOMPANIES (AMENDMENT) ACT, 2024\n(Act 3 of 2024)\nSupplement No. 2 published with Legislation Gazette No. 13 dated 11th March, 2024.\n\u2000\n\nPage 2\nAct 3 of 2024\nc\n\nPUBLISHING DETAILS\n\nCompanies (Amendment) Act, 2024\nArrangement of Sections\n\nc\n Act 3 of 2024\nPage 3\n\nCAYMAN ISLANDS\n\nCOMPANIES (AMENDMENT) ACT, 2024\n(Act 3 of 2024)\nArrangement of Sections\nSection\nPage\n1.\nShort title and commencement ..................................................................................................5\n2.\nGeneral amendments to the Companies Act (2023 Revision) - references to Parts ...................5\n3.\nAmendment of section 2 - definitions and interpretation .............................................................7\n4.\nAmendment of section 14 - special resolution for reduction of share capital ...............................8\n5.\nInsertion of sections 14A and 14B \u2014 reduction supported by solvency statement;\nregistration of solvency statement and minute of reduction ........................................................8\n6.\nAmendment of section 15 - application to court for confirming order, objections by\ncreditors................................................................................................................................... 10\n7.\nAmendment of section 17 - registration of order and minute of reduction ................................. 10\n8.\nAmendment of section 37 - redemption and purchase of shares .............................................. 10\n9.\nAmendment of section 88 - power to acquire shares of dissentient shareholders ..................... 11\n10.\nAmendment of section 201 - application for continuation ......................................................... 11\n11.\nAmendment of Part XIII - re-registration as a means of an ordinary non-resident company\nbecoming exempted ................................................................................................................ 11\n12.\nInsertion of sections 211A and 211B - exempted company may be re-registered as an\nordinary resident company; effect of re-registration of an exempted company as an\nordinary resident company ....................................................................................................... 12\n13.\nAmendment of Part XVI - merger and consolidation ................................................................. 14\n14.\nAmendment of section 232 - definitions in this Part .................................................................. 14\n15.\nInsertion of sections 233A and 233B - conversion of a limited liability company to an\nexempted company; conversion of a foundation company to an exempted company ............... 14\n16.\nAmendment of section 252 - duty to establish and maintain beneficial ownership register ....... 19\n\nCompanies (Amendment) Act, 2024\nSection 1\n\nc\nAct 3 of 2024\nPage 5\n\nCAYMAN ISLANDS\n\nCOMPANIES (AMENDMENT) ACT, 2024\n(Act 3 of 2024)\nAN ACT TO AMEND THE COMPANIES ACT (2023 REVISION) TO VARY THE\nPROCEDURE FOR THE REDUCTION OF SHARE CAPITAL; TO PROVIDE FOR THE\nREPURCHASE OR REDEMPTION OF FRACTIONAL SHARES; TO VARY THE\nPROCEDURE FOR PASSING A SPECIAL RESOLUTION; TO PROVIDE FOR THE\nCONVERSION OF A LIMITED LIABILITY COMPANY OR A FOUNDATION COMPANY\nTO AN EXEMPTED COMPANY; AND FOR INCIDENTAL AND CONNECTED\nPURPOSES\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, 2024.\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.\nGeneral amendments to the Companies Act (2023 Revision) - references to\nParts\n2.\nThe Companies Act (2023 Revision), in this Act referred to as the \u201cprincipal Act\u201d is\namended as follows \u2014\n(a)\nby deleting the words \u201cPART I\u201d or \u201cPart I\u201d wherever they appear and\nsubstituting the words \u201cPART 1\u201d and \u201cPart 1\u201d respectively;\n(Act 3 of 2024)\nI Assent,\nJane Owen\nGovernor\nDate: 7th March, 2024\n\nSection 2\nCompanies (Amendment) Act, 2024\n\nPage 6\n Act 3 of 2024\nc\n\n(b) by deleting the words \u201cPART II\u201d or \u201cPart II\u201d wherever they appear and\nsubstituting the words \u201cPART 2\u201d and \u201cPart 2\u201d respectively;\n(c)\nby deleting the words \u201cPART III\u201d or \u201cPart III\u201d wherever they appear and\nsubstituting the words \u201cPART 3\u201d and \u201cPart 3\u201d respectively;\n(d) by deleting the words \u201cPART IV\u201d or \u201cPart IV\u201d wherever they appear and\nsubstituting the words \u201cPART 4\u201d and \u201cPart 4\u201d respectively;\n(e)\nby deleting the words \u201cPART V\u201d or \u201cPart V\u201d wherever they appear and\nsubstituting the words \u201cPART 5\u201d or \u201cPart 5\u201d respectively;\n(f)\nby deleting the words \u201cPART VI\u201d or \u201cPart VI\u201d wherever they appear and\nsubstituting the words \u201cPART 6\u201d and \u201cPart 6\u201d respectively;\n(g) by deleting the words \u201cPART VII\u201d or \u201cPart VII\u201d wherever they appear and\nsubstituting the words \u201cPART 7\u201d and \u201cPart 7\u201d respectively;\n(h) by deleting the words \u201cPART VIII\u201d or \u201cPart VIII\u201d wherever they appear\nand substituting the words \u201cPART 8\u201d and \u201cPart 8\u201d respectively;\n(i)\nby deleting the words \u201cPART VIIIA\u201d or \u201cPart VIIIA\u201d wherever they\nappear and substituting the words \u201cPART 8A\u201d and \u201cPart 8A\u201d respectively;\n(j)\nby deleting the words \u201cPART IX\u201d or \u201cPart IX\u201d wherever they appear and\nsubstituting the words \u201cPART 9\u201d and \u201cPart 9\u201d respectively;\n(k) by deleting the words \u201cPART X\u201d or \u201cPart X\u201d wherever they appear and\nsubstituting the words \u201cPART 10\u201d and \u201cPart 10\u201d respectively;\n(l)\nby deleting the words \u201cPART XI\u201d or \u201cPart XI\u201d wherever they appear and\nsubstituting the words \u201cPART 11\u201d and \u201cPart 11\u201d respectively\u201d;\n(m) by deleting the words \u201cPART XII\u201d or \u201cPart XII\u201d wherever they appear and\nsubstituting the words \u201cPART 12\u201d and \u201cPart 12\u201d respectively;\n(n) by deleting the words \u201cPART XIV\u201d or \u201cPart XIV\u201d wherever they appear\nand substituting the words \u201cPART 14\u201d and \u201cPart 14\u201d respectively;\n(o) by deleting the words \u201cPART XV\u201d or \u201cPart XV\u201d wherever they appear and\nsubstituting the words \u201cPART 15\u201d and \u201cPart 15\u201d respectively;\n(p) by deleting the words \u201cPART XVII\u201d or \u201cPart XVII\u201d wherever they appear\nand substituting the words \u201cPART 17\u201d and \u201cPart 17\u201d respectively;\n(q) by deleting the words \u201cPART XVIIA\u201d or \u201cPart XVIIA\u201d wherever they\nappear and substituting the words \u201cPART 17A\u201d and \u201cPart 17A\u201d\nrespectively;\n(r)\nby deleting the words \u201cPART XVIIB\u201d or \u201cPart XVIIB\u201d wherever they\nappear and substituting the words \u201cPART 17B\u201d and \u201cPart 17B\u201d\nrespectively; and\n(s)\nby deleting the words \u201cPART XVIII\u201d or \u201cPart XVIII\u201d wherever they\nappear and substituting the words \u201cPART 18\u201d and \u201cPart 18\u201d respectively.\n\nCompanies (Amendment) Act, 2024\nSection 2\n\nc\nAct 3 of 2024\nPage 7\n\n3.\nAmendment of section 2 - definitions and interpretation\n3.\nThe principal Act is amended in section 2 as follows \u2014\n(a)\nin subsection (1), by inserting, in the appropriate alphabetical sequence,\nthe following definitions \u2014\n\u201c \u201chigh net worth person\u201d has the meaning assigned by section 2 of\nthe Securities Investment Business Act (2020 Revision);\n\u201cordinary non-resident company\u201d means a company designated by\nthe Financial Secretary as a non-resident company in accordance\nwith section 2(3) of the Local Companies (Control) Act (2019\nRevision);\n\u201cordinary resident company\u201d means a company which carries on\nbusiness in the Islands in accordance with section 2(2) of the Local\nCompanies (Control) Act (2019 Revision);\n\u201csolvency statement\u201d means a statement made in the prescribed\nform to the effect that a full enquiry into the company\u2019s affairs has\nbeen made and to the best of the directors\u2019 knowledge and belief the\ncompany will be able to pay its debts as they fall due in the ordinary\ncourse of business commencing on the date of the statement; and\n\u201csophisticated person\u201d has the meaning assigned by section 2 of the\nSecurities Investment Business Act (2020 Revision);\u201d; and\n(b) by inserting after subsection (5), the following subsection \u2014\n\u201c(6) For the purpose of this Act, \u201cpublic in the Islands\u201d does not\ninclude \u2014\n(a)\na sophisticated person;\n(b) a high net worth person;\n(c)\na person specified in paragraph 3 of Schedule 4 to the Securities\nInvestment Business Act (2020) Revision;\n(d) an exempted or ordinary non-resident company registered\nunder this Act, a foreign company registered under Part 9 of this\nAct, or a limited liability company registered under the Limited\nLiability Companies Act (2023 Revision) or any such company\nacting as general partner of an exempted limited partnership\nregistered under the Exempted Limited Partnership Act (2021\nRevision) or any director or officer acting in that capacity;\n(e)\nan exempted limited partnership registered under section 9(1)\nof the Exempted Limited Partnership Act (2021 Revision);\n(f)\na limited liability partnership registered under the Limited\nLiability Partnership Act (2023 Revision); or\n\nSection 4\nCompanies (Amendment) Act, 2024\n\nPage 8\n Act 3 of 2024\nc\n\n(g) the trustee of any trust registered or capable of registration\nunder section 74 of the Trusts Act (2021 Revision) acting in that\ncapacity.\u201d.\n4.\nAmendment of section 14 - special resolution for reduction of share capital\n4.\nThe principal Act is amended in section 14 as follows \u2014\n(a)\nby repealing subsection (1) and substituting the following subsections \u2014\n\u201c(1) Subject to section 37, a company limited by shares or a company\nlimited by guarantee and having a share capital, if so authorised by\nits articles \u2014\n(a)\nmay reduce its share capital in any way \u2014\n(i)\nby special resolution and confirmation by the Court; or\n(ii) by special resolution supported by a solvency statement in\naccordance with section 14A; and\n(b) in particular, without prejudice to the generality of the power\nunder paragraph (a), may either \u2014\n(i)\nextinguish or reduce the liability on any of its shares in\nrespect of share capital not paid up;\n(ii) with or without extinguishing or reducing liability on any\nof its shares, cancel any paid-up share capital which is lost\nor unrepresented by available assets; or\n(iii) with or without extinguishing or reducing liability of any\nof its shares, pay off any paid-up share capital which is in\nexcess of the needs of the company,\nand may, if and so far as is necessary, alter its memorandum by\nreducing the amount of its share capital and of its shares\naccordingly.\n(1A) For the purposes of subsection (1), the reduction of shares in a\ncompany as \u2014\n(a)\npart of a merger or consolidation pursuant to section 233; or\n(b) part of a surrender of shares pursuant to section 37B,\nis not a reduction of share capital.\u201d; and\n(b) in subsection (2), by deleting the words \u201ca resolution for reducing share\ncapital\u201d and substituting the words \u201c a special resolution for reducing share\ncapital\u201d.\n5.\nInsertion of sections 14A and 14B - reduction supported by solvency\nstatement; registration of solvency statement and minute of reduction\n5.\nThe principal Act is amended by inserting after section 14, the following sections \u2014\n\nCompanies (Amendment) Act, 2024\nSection 5\n\nc\nAct 3 of 2024\nPage 9\n\n\u201cReduction supported by solvency statement\n14A. (1) A reduction of capital is supported by a solvency statement if the\ndirectors of the company make a solvency statement no more than\nthirty days before the date on which the special resolution for\nreducing share capital passed.\n(2) Any director who knowingly makes a solvency statement under this\nsection without having reasonable grounds to believe that the\ncompany will be able to pay its debts in full as they fall due in the\nordinary course of business commits an offence and is liable on\nsummary conviction to a fine of ten thousand dollars and to\nimprisonment for two years.\n\nRegistration of solvency statement and minute of reduction\n14B. (1) Where a reduction of capital is supported by a solvency statement\nunder section 14A, the company shall within fifteen days after the\nspecial resolution for reducing share capital is passed, deliver to the\nRegistrar \u2014\n(a)\na copy of the solvency statement; and\n(b) a minute showing in respect of the company, the information\nspecified in subsection (2).\n(2) The minute referred to under subsection (1)(b) shall state with respect\nto the company\u2019s reduction of capital by the special resolution for\nreducing share capital \u2014\n(a)\nthe amount of share capital of the company;\n(b) the number of shares into which the share capital is to be\ndivided and the amount of each share; and\n(c)\nthe amount, if any, deemed to be paid up on each share.\n(3) The Registrar, on receipt of the copy of the solvency statement and\nthe minute in accordance with subsections (1) and (2), shall \u2014\n(a)\nregister the solvency statement made under section 14A and the\nminute; and\n(b) issue to the company, a certificate stating that the solvency\nstatement made under section 14A and the minute have been\nregistered.\n(4) The Registrar shall publish by notice in the Gazette the registration\nof the solvency statement made under section 14A and the minute.\n(5) Where a company fails to deliver the items required under subsection\n(1) to the Registrar within fifteen days after the passing of the special\n\nSection 6\nCompanies (Amendment) Act, 2024\n\nPage 10\n Act 3 of 2024\nc\n\nresolution for reducing share capital, the Registrar shall not register\nthe items.\n(6) Where the Registrar, in accordance with subsection (5), does not\nregister the items, the company may apply to the Court, by way of\npetition, for an order confirming the reduction of share capital under\nsection 15(1).\n(7) A certificate issued under subsection (3)(b) shall be conclusive\nevidence that all the requirements of this Act with respect to\nreduction of share capital have been complied with and that the share\ncapital of the company is as stated in the minute.\n(8) The minute, when registered under subsection (3)(a), shall be deemed\nto be substituted for the corresponding part of the memorandum of\nassociation and shall be valid and alterable as if it had been contained\nin the memorandum of association on the effective date of the\nreduction of capital.\n(9) The special resolution for reducing share capital shall take effect on\nthe date of registration of the solvency statement made under section\n14A and the minute.\u201d.\n6.\nAmendment of section 15 - application to court for confirming order,\nobjections by creditors\n6.\nThe principal Act is amended in section 15(1) by deleting the words \u201cresolution for\nreducing share capital\u201d and substituting the words \u201cspecial resolution for reducing\nshare capital\u201d.\n7.\nAmendment of section 17 - registration of order and minute of reduction\n7.\nThe principal Act is amended in section 17(2) by deleting the words \u201cresolution for\nreducing share capital\u201d and substituting the words \u201cspecial resolution for reducing\nshare capital\u201d.\n8.\nAmendment of section 37 - redemption and purchase of shares\n8.\nThe principal Act is amended in section 37(1) as follows \u2014\n(a)\nby inserting after the words \u201cissue shares\u201d, the words \u201cor fractions of\nshares\u201d;\n(b) by inserting after the words \u201cto any shares\u201d, the words \u201cor fractions of\nshares\u201d; and\n(c)\nby inserting after the words \u201csuch shares\u201d, the words \u201cor fractions of\nshares\u201d.\n\nCompanies (Amendment) Act, 2024\nSection 9\n\nc\nAct 3 of 2024\nPage 11\n\n9.\nAmendment of section 88 - power to acquire shares of dissentient\nshareholders\n9.\nThe principal Act is amended in section 88 as follows \u2014\n(a)\nby deleting the section heading and substituting the following section\nheading \u2014\n\n\u201cPower to acquire shares of dissenting shareholders\u201d; and\n(b) by repealing subsection (1) and substituting the following subsections \u2014\n\u201c(1) Subject to subsection (1A), where a scheme or contract involving the\ntransfer of shares or any class of shares in a company (in this section\nreferred to as \u201cthe transferor company\u201d) to another company,\nwhether a company within the meaning of this Act or not (in this\nsection referred to as \u201cthe transferee company\u201d) has after the making\nof the offer in that behalf by the transferee company been approved\nby the holders of not less than ninety per cent in value of the shares\nfor which the offer has been made, the transferee company may, at\nany time within two months after the approval by the said holders,\ngive notice in the prescribed manner to any dissenting shareholder\nthat it desires to acquire that shareholder\u2019s shares.\n(1A) Where the notice under subsection (1) is given, the transferee\ncompany shall be bound to acquire those shares on the terms on\nwhich the shares of the approving shareholders are to be transferred\nto the transferee company except where an application is made to the\nCourt by a dissenting shareholder within one month after the date on\nwhich the notice was given and the Court thinks fit to order\notherwise.\u201d.\n10.\nAmendment of section 201 - application for continuation\n10. The principal Act is amended in section 201 as follows \u2014\n(a)\nin subsection (1), by deleting the words \u201cand a share capital\u201d and\nsubstituting the words \u201cand with or without a share capital\u201d;\n(b) in subsection (3), by deleting the words \u201cmaking the declaration or\naffidavit\u201d and substituting the words \u201cmaking the declaration or affidavit\nand subsection (4) shall apply, with any necessary changes, in respect of\nthat declaration or affidavit\u201d; and\n(c)\nby repealing subsection (7).\n11.\nAmendment of Part XIII - re-registration as a means of an ordinary nonresident company becoming exempted\n11. The principal Act is amended in Part XIII by deleting the Part heading and\nsubstituting the following Part heading \u2014\n\nSection 12\nCompanies (Amendment) Act, 2024\n\nPage 12\n Act 3 of 2024\nc\n\n\u201cPART 13 - Re-registration as a Means of Ordinary Nonresident Company Becoming Exempted or Exempted\nCompany Becoming Ordinary Resident\u201d.\n12.\nInsertion of sections 211A and 211B - exempted company may be reregistered as an ordinary resident company; effect of re-registration of an\nexempted company as an ordinary resident company\n12. The principal Act is amended by inserting after section 211, the following sections \u2014\n\n\u201cExempted company may be re-registered as an ordinary resident\ncompany\n211A.(1) Subject to this section and section 211B, an exempted company may\nbe re-registered as an ordinary resident company if \u2014\n(a)\nthe company passes a special resolution that it should be so reregistered; and\n(b) an application for re-registration is delivered to the Registrar\ntogether with the necessary documents and fee set out in\nsubsections (4) and (5) respectively.\n(2) A special resolution under subsection (1)(a) shall \u2014\n(a)\nmake alterations in the company\u2019s memorandum of association\nas are necessary to bring it in substance and in form into\nconformity with the requirements of this Act with respect to the\nmemorandum of association of an ordinary resident company;\nand\n(b) make alterations in the company\u2019s articles of association as are\nrequisite in the circumstances.\n(3) A special resolution under subsection (1)(a) may change the\nexempted company\u2019s name to any name by which an ordinary\nresident company is able to be registered.\n(4) An application under subsection (1)(b) shall be signed by a director\nof the company and accompanied by a copy of the memorandum and\narticles as altered by the special resolution under subsection (1)(a).\n(5) An application under subsection (1)(b) shall be accompanied by a reregistration fee equal to the fee payable on the registration of an\nordinary resident company under section 26.\n\nCompanies (Amendment) Act, 2024\nSection 12\n\nc\nAct 3 of 2024\nPage 13\n\nEffect of re-registration of an exempted company as an ordinary\nresident company\n211B.(1) If, on an application under section 211A, the Registrar is satisfied\nthat an exempted company may be re-registered as an ordinary\nresident company, the Registrar shall \u2014\n(a)\nretain the application and other documents delivered by an\napplicant under section 211A(4); and\n(b) issue to the company a certificate of re-registration stating that\nthe company has been re-registered as an ordinary resident\ncompany.\n(2) Subject to subsection (4), upon the issue of a certificate of reregistration to a company under subsection (1)(b) \u2014\n(a)\nthe company, by virtue of the issue of that certificate, becomes\nan ordinary resident company; and\n(b) any alterations in the memorandum and articles set out in the\nspecial resolution take effect accordingly.\n(3) Any tax undertaking given to the company pursuant to section 6 of\nthe Tax Concessions Act (2018 Revision) shall not apply from the\ndate of the re-registration.\n(4) The issue of a certificate of re-registration to a company under\nsubsection (1)(b) shall not operate \u2014\n(a)\nto create a new legal entity;\n(b) to prejudice or affect the identity or continuity of the company;\n(c)\nto affect the property of the company;\n(d) to affect any appointment made, resolution passed or any other\nact or thing done in relation to the company pursuant to a power\nconferred by the memorandum and the articles of association of\nthe company or by the laws of the Islands;\n(e)\nto affect the rights, powers, authorities, functions and liabilities\nor obligations of the company or any other person; or\n(f)\nto render defective any legal proceedings by or against the\ncompany.\n(5) Any legal proceedings that could have been continued or commenced\nby or against the company before its re-registration may,\nnotwithstanding the re-registration, be continued or commenced by\nor against the company after re-registration.\n(6) A certificate of re-registration issued under subsection (1)(b) is\nconclusive evidence \u2014\n\nSection 13\nCompanies (Amendment) Act, 2024\n\nPage 14\n Act 3 of 2024\nc\n\n(a)\nthat the requirements of this Act in respect of registration and\nof matters precedent and incidental to the registration have been\ncomplied with; and\n(b) that the company is an ordinary resident company.\u201d.\n13.\nAmendment of Part XVI - merger and consolidation\n13. The principal Act is amended in Part XVI by deleting the Part heading and\nsubstituting the following Part heading \u2014\n\u201cPART 16 - Merger, Consolidation and Conversion\u201d.\n14.\nAmendment of section 232 - definitions in this Part\n14. The principal Act is amended in section 232 by inserting, in the appropriate\nalphabetical sequence, the following definitions \u2014\n\u201c \u201cfoundation company\u201d means a company which is issued a declaration that\nit is a foundation company under section 5 of the Foundation Companies Act,\n2017; and\n\u201cLLC agreement\u201d has the meaning assigned by section 2 of the Limited\nLiability Companies Act (2023 Revision);\u201d.\n15.\nInsertion of sections 233A and 233B - conversion of a limited liability\ncompany to an exempted company; conversion of a foundation company to\nan exempted company\n15. The principal Act is amended by inserting after section 233, the following sections \u2014\n\n\u201cConversion of a limited liability company to an exempted company\n233A.(1) Subject to this section, a limited liability company (the \u201cconversion\napplicant\u201d) may be re-registered as an exempted company if \u2014\n(a)\nthe conversion applicant \u2014\n(i)\nresolves to be so re-registered upon the affirmative vote or\nwritten consent of at least two-thirds of the members of\nthe conversion applicant; or\n(ii) is expressly permitted in the conversion applicant\u2019s LLC\nagreement to provide an alternative vote, written consent\nor any other form of authorisation for the conversion (the\n\u201cconversion consent\u201d) as may be provided for in the\nagreement; and\n(b) the conversion applicant applies to the Registrar for reregistration and submits the documents under subsection (3).\n(2) The  conversion consent under subsection (1)(a) shall adopt \u2014\n\nCompanies (Amendment) Act, 2024\nSection 15\n\nc\nAct 3 of 2024\nPage 15\n\n(a)\na registration declaration for the conversion applicant as an\nexempted company; and\n(b) memorandum and articles of association in conformity with the\nrequirements of this Act to take effect upon re-registration of\nthe conversion applicant.\n(3) The application shall be signed by a manager or authorised person of\nthe conversion applicant and accompanied by a copy of the\nregistration declaration under subsection (2)(a) and a certificate of\ngood standing for the conversion applicant.\n(4) The conversion applicant shall submit with an application under\nsubsection (1)(b) a re-registration fee equal to the annual fee payable\nby an exempted company pursuant to section 169(1).\n(5) If, on an application under this section, the Registrar is satisfied that\na conversion applicant may be re-registered under this section as an\nexempted company, the Registrar shall \u2014\n(a)\nretain (in a form that the Registrar may determine) the\napplication and other documents delivered to the Registrar\nunder this section;\n(b) issue to the conversion applicant a certificate of re-registration\nstating that the conversion applicant has been re-registered as\nan exempted company; and\n(c)\nenter details in the Register in respect of the exempted\ncompany\u2019s\nre-registration\nas\nthe\nRegistrar\nconsiders\nappropriate.\n(6) Subject to subsection (7), upon the issue of a certificate of reregistration to an exempted company under subsection (5)(b) \u2014\n(a)\nthe conversion applicant, by virtue of the issue of that\ncertificate, becomes an exempted company;\n(b) the memorandum and articles of association adopted in the\nconversion consent shall take effect, the conversion applicant\nshall cease to be registered as a limited liability company (and\nthe register of limited liability companies shall be updated\naccordingly) and the LLC agreement of the conversion\napplicant shall cease to have effect;\n(c)\nthe members of the conversion applicant shall be deemed\nshareholders of the exempted company and shall receive shares\nwith a nominal or par value, at a discount or at a premium as is\nprovided in the conversion consent under subsection (1)(a); and\n(d) any tax undertaking given to the conversion applicant pursuant\nto section 58 of the Limited Liability Companies Act (2023\n\nSection 15\nCompanies (Amendment) Act, 2024\n\nPage 16\n Act 3 of 2024\nc\n\nRevision) shall not apply from the date of the re-registration and\nthe exempted company may apply for an undertaking pursuant\nto section 6 of the Tax Concessions Act (2018 Revision).\n(7) Subsection (6) shall not operate \u2014\n(a)\nto create a new legal entity;\n(b) to prejudice or affect the identity or continuity of the conversion\napplicant;\n(c)\nto affect the property of the conversion applicant;\n(d) to affect any appointment made, resolution passed or any other\nact or thing done in relation to the conversion applicant\npursuant to a power conferred by the LLC agreement of the\nconversion applicant or by the laws of the Islands;\n(e)\nexcept to the extent provided by or pursuant to subsection\n(6)(b), to affect the rights, powers, authorities, functions and\nliabilities or obligations of the conversion applicant or any other\nperson; or\n(f)\nto render defective any legal proceedings by or against the\nconversion applicant.\n(8) Any legal proceedings that could have been continued or commenced\nby or against the conversion applicant before its re-registration under\nthis section may, notwithstanding the re-registration, be continued or\ncommenced by or against the conversion applicant after reregistration.\n(9) A certificate of re-registration issued under this section is conclusive\nevidence that \u2014\n(a)\nthe requirements of this Act in respect of registration and of\nmatters precedent and incidental thereto have been complied\nwith; and\n(b) the conversion applicant is an exempted company.\n\nConversion of a foundation company to an exempted company\n233B.(1) Subject to this section, a foundation company (the \u201cconversion\napplicant\u201d) may be re-registered as an exempted company if \u2014\n(a)\nthe conversion applicant passes a special resolution that it\nshould be so re-registered; and\n(b) the conversion applicant applies to the Registrar for reregistration and submits the documents specified by the\nRegistrar under subsection (3).\n(2) The special resolution under subsection (1)(a) shall adopt \u2014\n\nCompanies (Amendment) Act, 2024\nSection 15\n\nc\nAct 3 of 2024\nPage 17\n\n(a)\na registration declaration for the conversion applicant as an\nexempted company; and\n(b) memorandum and articles of association in conformity with the\nrequirements of this Act to take effect upon re-registration of\nthe conversion applicant.\n(3) An application under subsection (1)(b) shall be signed by a director\nor authorised person of the conversion applicant, and accompanied\nby a copy of the registration declaration under subsection (2)(a) and\na certificate of good standing for the conversion applicant.\n(4) The conversion applicant shall submit with an application under\nsubsection (1)(b), a re-registration fee equal to the annual fee payable\nby an exempted company pursuant to section 169(1).\n(5) If, on an application under this section, the Registrar is satisfied that\na conversion applicant may be re-registered under this section as an\nexempted company, the Registrar shall \u2014\n(a)\nretain (in such form as the Registrar may determine) the\napplication and other documents delivered to the Registrar\nunder this section;\n(b) issue to the conversion applicant a certificate of re-registration\nstating that the conversion applicant has been re-registered as\nan exempted company; and\n(c)\nenter such details in the Register in respect of the exempted\ncompany\u2019s\nre-registration\nas\nthe\nRegistrar\nconsiders\nappropriate.\n(6) Subject to subsection (7), upon the issue of a certificate of reregistration to an exempted company under subsection (5)(b) \u2014\n(a)\nthe conversion applicant, by virtue of the issue of that\ncertificate, becomes an exempted company;\n(b) the memorandum and articles of association adopted in the\nspecial resolution shall take effect and the conversion applicant\nshall cease to be registered as a foundation company (and the\nregister of foundation companies shall be updated accordingly)\nand the memorandum and adopted articles of the conversion\napplicant shall cease to have effect; and\n(c)\nany tax undertaking given to the conversion applicant shall not\napply from the date of the re-registration and the exempted\ncompany may apply to the Cabinet for an undertaking pursuant\nto section 6 of the Tax Concessions Act (2018 Revision).\n(7) Subsection (6) shall not operate \u2014\n(a)\nto create a new legal entity;\n\nSection 15\nCompanies (Amendment) Act, 2024\n\nPage 18\n Act 3 of 2024\nc\n\n(b) to prejudice or affect the identity or continuity of the conversion\napplicant;\n(c)\nto affect the property of the conversion applicant;\n(d) to affect any appointment made, resolution passed or any other\nact or thing done in relation to the conversion applicant\npursuant to a power conferred by the memorandum and the\nadopted articles of the conversion applicant or by the laws of\nthe Islands;\n(e)\nexcept to the extent provided by or pursuant to subsection\n(6)(b), to affect the rights, powers, authorities, functions and\nliabilities or obligations of the conversion applicant or any other\nperson; or\n(f)\nto render defective any legal proceedings by or against the\nconversion applicant, and any legal proceedings that could have\nbeen continued or commenced by or against the conversion\napplicant\nbefore\nits\nre-registration\nhereunder\nmay,\nnotwithstanding\nthe\nre-registration,\nbe\ncontinued\nor\ncommenced by or against the conversion applicant after reregistration.\n(8) A certificate of re-registration issued under this section is conclusive\nevidence that \u2014\n(a)\nthe requirements of this Act in respect of registration and of\nmatters precedent and incidental thereto have been complied\nwith; and\n(b) the conversion applicant is an exempted company.\u201d.\n\nCompanies (Amendment) Act, 2024\nSection 16\n\nc\nAct 3 of 2024\nPage 19\n\n16.\nAmendment of section 252 - duty to establish and maintain beneficial\nownership register\n16. The principal Act is amended in section 252 by repealing subsection (5).\nPassed by the Parliament the 27th day of February, 2024.\nHon. Sir Alden McLaughlin\nSpeaker\nZena Merren-Chin\nClerk of the Parliament","akn_extracted_at":"2026-06-22 15:43:47.274564+00","cms_id":"2024-0003","law_type":"amending","year":"2024","number":"3","title":"Companies (Amendment) Act, 2024 (Act 3 of 2024)","status":"spent"},"provenance":{"files":[{"file_id":"6490","expr_id":"1650","kind":"akn_xml","filename":"2024-0003.akn.xml","source_url":null,"storage_path":"\/Users\/q\/kyleg-data\/working\/AMENDING\/2024\/2024-0003\/2024-0003.akn.xml","content_md5":"10e56b9bc406adc45f99c26453164cf3","byte_size":"34037","http_last_modified":null,"fetched_at":"2026-06-22 15:43:47.403952+00"},{"file_id":"3299","expr_id":"1650","kind":"pristine_pdf","filename":"2024-0003.pdf","source_url":"\/cms\/images\/LEGISLATION\/AMENDING\/2024\/2024-0003\/2024-0003.pdf","storage_path":"\/Users\/q\/kyleg-data\/pristine\/AMENDING\/2024\/2024-0003\/2024-0003.pdf","content_md5":"ea09484bfd40fc1a6866268268b9ff06","byte_size":"833266","http_last_modified":null,"fetched_at":"2026-06-16 04:01:10.916528+00"},{"file_id":"3300","expr_id":"1650","kind":"working_pdf","filename":"2024-0003.pdf","source_url":"\/cms\/images\/LEGISLATION\/AMENDING\/2024\/2024-0003\/2024-0003.pdf","storage_path":"\/Users\/q\/kyleg-data\/working\/AMENDING\/2024\/2024-0003\/2024-0003.pdf","content_md5":"ea09484bfd40fc1a6866268268b9ff06","byte_size":"833266","http_last_modified":null,"fetched_at":"2026-06-16 04:01:10.916528+00"}],"paragraph_count":8,"latest_history":null},"quality":{"expr_id":"1650","doc_id":"1650","quality_state":"needs_review","quality_score":"72","needs_human_review":"t","deterministic_categories":"{commencement_metadata_problem,duplicate_text,page_header_footer_noise}","llm_categories":"{}","repair_actions":"{collapse_duplicate_text,strip_page_furniture,verify_commencement_metadata}","finding_severity_counts":"{\"low\": 1, \"medium\": 2}","finding_summary":"repeated line furniture detected: cayman islands x3; companies amendment act 2024 x19; act 3 of 2024 x21; duplicate-line ratio is 17.44%","assessed_at":"2026-06-22 15:29:46.288537+00","updated_at":"2026-06-22 15:29:46.288537+00"}}