{"kind":"expression","expression":{"expr_id":"630","doc_id":"630","label":"2025 Revision","is_as_enacted":"f","commenced_on":"2025-01-28","superseded_on":null,"valid_from":"2025-01-28","valid_to":null,"is_current":"t","incorporating":null,"akn_expr_iri":"\/akn\/ky\/act\/1999\/15\/eng@2025-01-28","akn_envelope":"{\"_canary\": {\"iri\": {\"work\": \"\/akn\/ky\/act\/1999\/15\", \"expression\": \"\/akn\/ky\/act\/1999\/15\/eng@2025-01-28\", \"manifestation\": \"\/akn\/ky\/act\/1999\/15\/eng@2025-01-28.pdf\"}, \"pdf\": {\"md5\": \"279b1d36cc256a254bda0d788c5d211a\", \"path\": \"\/Users\/q\/kyleg-data\/working\/PRINCIPAL\/1999\/1999-0015\/1999-0015_2025 Revision.pdf\", \"pages\": 28, \"filename\": \"1999-0015_2025 Revision.pdf\"}, \"errors\": [], \"extraction\": {\"model\": null, \"stats\": {\"word_count\": 7851, \"paragraph_count\": 25, \"text_char_count\": 49297}, \"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\": \"Companies Management Act (2025 Revision) ENDNOTES Companies Management Act (2025 Revision) (2025 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_1\", \"num\": \"1.\", \"text\": \"Short title 1. This Act may be cited as the Companies Management Act (2025 Revision).\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_2\", \"num\": \"2.\", \"text\": \"Interpretation 2. In this Act \u2014 \u201caddress\u201d in respect of a service provided by a person carrying on the business of company management, means an address for the receipt of correspondence or electronic communications (including telephone calls and facsimile communications), or both, provided by that person in the course of that business to a third party; \u201cAuthority\u201d means the Cayman Islands Monetary Authority established under section 5(1) of the Monetary Authority Act (2020 Revision), and includes a person acting under the Authority\u2019s authorisation; \u201ccompany\u201d means a body corporate constituted under the Laws of the Islands or any other jurisdiction; \u201ccustodian\u201d means \u2014 (a) \u201can authorised custodian\u201d who is a person licensed under this Act to act as a custodian of a bank or trust company licensed under the Banks and Trust Companies Act (2025 Revision); or Companies Management Act (2025 Revision) (b) \u201ca recognised custodian\u201d which is an investment exchange or clearing organisation operating a securities clearance or settlement system and carrying on business in an equivalent legislation jurisdiction that is designated as having measures for combating money laundering and the financing of terrorism which are equivalent to those of the Islands in accordance with section 5(2)(a) of the Proceeds of Crime Act (2025 Revision); \u201cdocument\u201d includes a device by means of which information is recorded or stored; \u201cexempted limited partnership\u201d has the meaning assigned by section 2 of the Exempted Limited Partnership Act (2021 Revision); \u201clicence\u201d means a licence granted under this Act; \u201climited liability partnership\u201d means a limited liability partnership registered under section 18(4) or 33(4) of the Limited Liability Partnership Act (2025 Revision); \u201cmanaged company\u201d means a company to which the services included in the definition of \u201cbusiness of company management\u201d are provided by a licensee; \u201cnet worth\u201d means the excess of assets over liabilities as presented in accordance with applicable and generally accepted accounting principles; \u201cpartnership\u201d has the meaning assigned by section 3 of the Partnership Act (2024 Revision); \u201cprescribed\u201d means prescribed by any regulation made under this Act; and \u201csenior officer\u201d means a managing director, president, chief executive officer or other officer with authority to bind the licensee of which that person is an officer.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_3\", \"num\": \"3.\", \"text\": \"Definition of \u201cbusiness of company management\u201d 3. (1) In this Act \u2014 \u201cbusiness of company management\u201d means the provision of the following corporate services for profit or reward in or from within the Islands \u2014 (a) acting as a company formation agent; (b) providing a registered office or business address for a company; (ba) establishing and maintaining beneficial ownership registers on behalf of companies and limited liability companies incorporated or formed in the Islands, offering an information technology solution to those companies and limited liability companies to make extracts of information on the beneficial ownership register searchable by the competent authority established under the Beneficial Ownership Transparency Act, 2023 [Act 13 of 2023] and responding to requests from the competent authority about whether a company or a limited liability company or a subsidiary of the Companies Management Act (2025 Revision) same is exempted from the application of the Beneficial Ownership Transparency Act, 2023 [Act 13 of 2023]; (c) providing an accommodation, correspondence or administrative address for a company or for any other person; (d) filing statutory forms, resolutions, returns and notices; (e) acting as or fulfilling the function of or arranging for another person to act as or fulfil the function of a person authorised to accept service of process on behalf of a foreign company carrying on business in the Islands or to accept any notices required to be served on it; (f) acting as or fulfilling the function of or arranging for another person to act as or fulfil the function of an officer of a company; (g) acting as a nominee shareholder for a company; (h) acting as or fulfilling the function of or arranging for another person to act as or fulfil the function of director or alternate director of a company; (i) acting as or arranging for another person to act as secretary, alternate, assistant or deputy secretary of a company; (j) acting as or fulfilling the function of or arranging for another person to act as or fulfil the function of an authorised custodian for the purposes of the Companies Act (2025 Revision); (k) providing other corporate services involving the control of the whole or a substantial part of the assets of a company; and (l) providing any additional corporate services as may be specified in regulations. (2) (a) In this section, reference to a company is a reference \u2014 (i) to a company wherever incorporated or otherwise established; and (ii) to any similar or equivalent structure or arrangement, howsoever named; and (b) For the purposes of this Act, a person acts as a company formation agent if that person arranges for the registration or formation, or the sale, transfer or disposal of companies or that person provides for the subscribers to the memorandum of association. (3) A natural person shall not be deemed to be in the business of company management merely by virtue of being a director of one or more companies. (4) The provision of corporate services does not include \u2014 (a) the provision of services to other companies within the same group of companies as the company providing the services where all the assets of those other companies are wholly owned by companies within that group and do not include assets owned wholly or partly by third parties; Companies Management Act (2025 Revision) (b) the provision of services to a company which holds a Trust licence under the Banks and Trust Companies Act (2025 Revision) by a subsidiary of that company and in connection with the business of that company; or (c) the provision of services to a company, listed on a stock exchange recognised for the purposes of this paragraph by the Authority, by a person who does not provide any of the specified services to any other company.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_4\", \"num\": \"4.\", \"text\": \"Definition of \u201cgroup of companies\u201d 4. (1) For the purposes of this Act, a group of companies comprises every company which, directly or indirectly, is a subsidiary of the same holding company, and such a group includes the holding company. (2) A company shall be treated as a subsidiary (\u201cthe subsidiary\u201d) of another company (\u201cthe parent\u201d) where \u2014 (a) the parent is a member of the subsidiary and controls the composition of the subsidiary\u2019s board of directors; (b) the parent, directly or indirectly, controls more than half of the votes which may be cast at general meetings of the subsidiary; or (c) the subsidiary is a subsidiary of any other company which is itself a subsidiary of the parent. (3) In paragraph (a) of subsection (2) the composition of a company\u2019s board of directors shall be treated as controlled by another company if that other company, by the exercise of some power without the consent or concurrence of any other person, can appoint or remove all or a majority of the directors. (4) Notwithstanding paragraph (a) of section 3(4), the Authority may, from time to time, require a company which provides the services specified under that subsection to provide any or both of the certificates specified under paragraphs (b) and (c) of section 13(2).\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_5\", \"num\": \"5.\", \"text\": \"Application to be made to Authority 5. (1) An application for a licence under this Act shall be made to the Authority in writing. (2) The Authority may grant either \u2014 (a) a corporate services licence to an applicant who wishes to provide only the corporate services specified under paragraph (a), (b), (ba), (c), (d) or (e) of section 3(1) or such other corporate services as may be prescribed under paragraph (l); or (b) a companies management licence to an applicant who wishes to provide the corporate services specified under paragraph (a) in addition to any other corporate services specified under paragraph (l) of section 3. Companies Management Act (2025 Revision) (3) The Authority may grant a licence to an applicant under this section either unconditionally or subject to conditions. (4) Subject to subsection (2), a person who carries on the business of company management without being the holder of a current licence under this Act commits an offence and is liable \u2014 (a) on summary conviction to a fine of ten thousand dollars and to imprisonment for six months; or (b) on conviction on indictment to a fine of one hundred thousand dollars and to imprisonment for five years, and if the offence of which that person is convicted is continued after conviction that person commits a further offence and is liable to a fine of ten thousand dollars for every day on which the offence is so continued. (5) An offence under subsection (4) is not committed by \u2014 (a) a trust company which is the holder of a Trust licence to carry on trust business granted under paragraph (c) of section 6(5) of the Banks and Trust Companies Act (2025 Revision); (b) a trust company which is the holder of a Restricted Trust licence granted under paragraph (e) of section 6(5) of the Banks and Trust Companies Act (2025 Revision) in respect of the clients and services specified in the restrictions; (c) a trust company which is the holder of a Nominee (Trust) licence granted under paragraph (f) of section 6(5) of the Banks and Trust Companies Act (2025 Revision) in respect of the nominee function only; (d) a holder of an Insurance Managers licence issued under the Insurance Act, 2010 [Law 32 of 2010] when engaged in the business of company management in respect of that holder\u2019s clients who are insurance companies licensed under that Act; or (e) a holder of a Mutual Funds Administrator\u2019s licence granted under the Mutual Funds Act (2025 Revision) when engaged in the business of company management in respect of that holder\u2019s clients who are mutual funds whether or not licensed or regulated under that Act. (6) An application under this section shall \u2014 (a) include such information and references; and (b) be accompanied by the non-refundable fee, as may be prescribed. (7) The Authority may not grant a licence unless the Authority is satisfied by the applicant \u2014 (a) that that applicant has sufficient expertise to carry on the business of company management; and Companies Management Act (2025 Revision) (b) that that applicant\u2019s business of company management will be carried on by persons who are fit and proper persons to be directors or, as the case may be, managers or officers. (8) In determining for the purposes of this Act whether a person is a fit and proper person, regard shall be had to all circumstances, including that person\u2019s \u2014 (a) honesty, integrity and reputation; (b) competence and capability; and (c) financial soundness. (9) A recognised custodian is not required to be licensed under this Act. (10) Where the Authority has granted a licence under this section, the Authority shall immediately publish notification of the grant in the Gazette. (11) No person who is licensed under this Act is required to be licensed under the Trade and Business Licensing Act (2021 Revision) or the Local Companies (Control) Act (2025 Revision) in respect of that person\u2019s business of company management.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_6\", \"num\": \"6.\", \"text\": \"Fees and returns 6. (1) Every person to whom a licence is first granted shall, at the date of such grant, pay the prescribed fee. (2) The holder of a licence on the 1st January of any calendar year shall, on or before the 15th January in each calendar year, pay the prescribed renewal fee, and there shall be payable by a licensee who fails to pay the prescribed renewal fee by that date a surcharge of one-twelfth of that fee for every month or part of a month after the 15th January in each year that the fee is not paid. (3) A licence in respect of which the prescribed renewal fee remains unpaid by the 31st March in any year shall lapse forthwith but if, within a period of one month, the person who held the licence prior to its lapse pays \u2014 (a) the prescribed renewal fee; (b) the surcharges due under subsection (2); and (c) an administration fee of ten per cent of the prescribed renewal fee, the licence may be renewed for the period from the 1st January to the 31st December, inclusive, of the year in question. (4) Without prejudice to the foregoing provisions of this section, if the renewal fee referred to in subsection (2) is not paid on or before the 15th January in each calendar year, the unpaid renewal fee may be sued for by the Crown by action as a civil debt and the Crown may require, and the court may order, the payment of any penalties accrued in respect of the late payment of the fee. (5) A holder of a licence under this Act who does not inform the Authority of such changes made relating to any of the information furnished in accordance with Companies Management Act (2025 Revision) section 5(6) as may be prescribed within fourteen days after any such change has occurred commits an offence and is liable on summary conviction to a fine of ten thousand dollars. (6) In subsection (4) \u2014 \u201ccourt\u201d means the Grand Court or a court of summary jurisdiction, as the case may be.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_7\", \"num\": \"7.\", \"text\": \"Display of licence 7. A licence issued under this Act shall be prominently displayed on the premises where the business of company management is carried on.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_8\", \"num\": \"8.\", \"text\": \"Register of management companies 8. (1) The Authority shall maintain a register in which shall be entered the following particulars \u2014 (a) the name of the licensee; (b) the address of the licensee; (c) the type of licence granted; (d) the location of the registered office of the licensee; and (e) the date the licence was issued. (2) Any person during ordinary office hours may request and, upon payment to the Authority of the prescribed fee, obtain a copy of particulars of any entry in the register.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_9\", \"num\": \"9.\", \"text\": \"Shares not to be issued or transferred without approval of the Authority 9. (1) Where a licensee is a company, the company shall not issue shares or a person owning or having an interest in shares in the company shall not transfer or otherwise dispose of or deal in those shares or that interest, unless the Authority has given its approval to the issue, transfer, disposal or dealing, as the case may be, and any conditions of the approval are complied with. (2) The Authority may, in respect of a licensee whose shares are publicly traded on a stock exchange recognised by the Authority, waive the obligation to obtain approval under subsection (1), and any such waiver \u2014 (a) shall be subject to a condition that the licensee shall, as soon as reasonably practicable, notify the Authority of \u2014 (i) any change in control of the licensee; (ii) the acquisition by any person or group of persons of shares representing more than ten per cent of the issued share capital or total voting rights of the licensee\u2019s issued share capital or total voting rights; or Companies Management Act (2025 Revision) (iii) the acquisition by any person or group of persons of shares representing more than ten per cent of the issued share capital or total voting rights of the parent company of the licensee; (b) shall be subject to a condition that the licensee shall, as soon as reasonably practicable, provide such information to the Authority, and within such period of time as the Authority may require, for the purpose of enabling an assessment as to whether persons acquiring control or ownership of the licensee in the circumstances set out in paragraph (a) are fit and proper persons to have such control or ownership; and (c) shall be subject to such terms and other conditions as the Authority may deem necessary. (3) In subsection (1), the reference to shares being transferred, disposed of, or dealt with includes the transfer or disposal of, or dealing with, either the legal or a beneficial interest in the shares. (4) In the event of shares in a company which is licensed under this Act vesting automatically through process of law in a person, the secretary of the company, as soon as that person becomes aware of such vesting, shall inform the Authority of the number of shares and the identity of the person in whom they have vested, and the Authority shall have power to impose conditions on the licence and to issue instructions as to the management and operations of the licensee. (5) A person who contravenes this section commits an offence and is liable on summary conviction to a fine of twenty thousand dollars.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_10\", \"num\": \"10.\", \"text\": \"Net worth requirements 10. (1) Where a limited liability company applies for a companies management licence, no licence shall be issued in respect of such company unless the net worth of that company is not less than twenty-five thousand dollars or such other sum as may be prescribed. (2) The holder of a companies management licence which is a limited liability company shall, during the period of its licence, maintain its net worth at not less than twenty-five thousand dollars or such other sum as may be prescribed. (3) Where a limited liability company applies for a corporate services licence, the minimum net worth of the company and the minimum net worth that the company shall be required to maintain during the period of such licence shall be such sum as may be determined by the Authority from time to time.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_11\", \"num\": \"11.\", \"text\": \"Use of words connoting business of company management 11. (1) No person, other than a licensee, shall \u2014 (a) use a word which connotes the business of company management, either in English or in any other language, in the description or title under which that person carries on business in or from within the Islands; or Companies Management Act (2025 Revision) (b) make a representation in a document or in any other manner that that person is carrying on the business of company management. (2) The Authority may require a licensee, being a body corporate with a name, or carrying on business under a name, which \u2014 (a) is identical with that of another person, whether within the Islands or not, or which so nearly resembles that name as to be likely to deceive; (b) in the opinion of the Authority connotes, falsely, the patronage of or connection with a person whether within the Islands or not; (c) in the opinion of the Authority connotes, falsely, that it has a special status in relation to or derived from the Government, or has the official backing of or acts on behalf of the Government or of any of its departments or officials; or (d) includes any word or expression prescribed in regulations, forthwith to change the name, and in default of compliance within three calendar months of the receipt of notice from the Authority of the Authority\u2019s requirements the Authority may revoke the licensee\u2019s licence.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_12\", \"num\": \"12.\", \"text\": \"Segregation of property 12. A licensee shall segregate the funds and other property of every managed company from the licensee\u2019s own funds and property.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_13\", \"num\": \"13.\", \"text\": \"Accounts and audit 13. (1) The holder of a companies management licence shall have that holder\u2019s accounts audited annually or at such other time as the Authority may require by an auditor who shall be approved by the Authority and who shall be a member of \u2014 (a) the Institute of Chartered Accountants in England and Wales; (b) the Canadian Institute of Chartered Accountants; (c) the Chartered Association of Certified Accountants of England and Wales; (d) the American Institute of Certified Public Accountants; or (e) any other professional body or institute approved by the Authority. (2) Within six months of the end of the financial year of the holder of a companies management licence, that person shall forward to the Authority \u2014 (a) the audited accounts for the financial year just ended; (b) a certificate of compliance with this Act and any regulations made hereunder or the Monetary Authority Act (2020 Revision), signed by the licensee or, if the licensee is a body corporate, a director of the licensee; and Companies Management Act (2025 Revision) (c) an auditor\u2019s certificate of the existence of adequate procedures to ensure compliance by the licensee with any Code of Practice that may be issued \u2014 (i) under section 113 of the Proceeds of Crime Act (2025 Revision); or (ii) under regulations made hereunder. (3) The holder of a corporate services licence shall, once every two years (or such shorter or longer period as the Authority may require in any individual case), forward to the Authority the certificates specified under paragraphs (b) and (c) of subsection (2) (4) A licensee may not change that licensee\u2019s auditor without the prior written approval of the Authority, and the outgoing auditor shall explain the circumstances giving rise to the change of auditor prior to such approval being given. (5) A person who signs a certificate under paragraph (b) of subsection (2) who knows or ought reasonably to know that such certificate is false commits an offence and \u2014 (a) is liable on summary conviction to a fine of five thousand dollars; (b) shall have that person\u2019s licence, or the licence held by the body corporate of which that person is a director, revoked; and (c) shall not be granted a further licence, nor be permitted to be a director of a body corporate which holds a licence. (6) If an auditor, in the course of carrying out an audit of the accounts of a licensee, becomes aware, or has reasonable grounds to believe, that the licensee is \u2014 (a) unable to meet that licensee\u2019s obligations as they fall due; (b) carrying on or attempting to carry on that licensee\u2019s business of company management or winding up that licensee\u2019s business of company management in a manner that is prejudicial to that licensee\u2019s managed companies or their owners, or to that licensee\u2019s creditors, or to the creditors of that licensee\u2019s managed companies or their owners; (c) carrying on or attempting to carry on business without keeping any or sufficient accounting records to allow that licensee\u2019s accounts to be properly audited; or (d) carrying on business in a fraudulent or criminal manner, the auditor shall immediately give the Authority written notice of that auditor\u2019s knowledge or belief and giving that auditor\u2019s reasons for that knowledge or belief. (7) A person who contravenes subsection (6) commits an offence and is liable on summary conviction to a fine of ten thousand dollars. Companies Management Act (2025 Revision) (8) A reference in this section to an auditor carrying out an audit of the accounts of a licensee includes an auditor who was engaged to carry out such an audit or who was in the course of carrying out such an audit but resigned before carrying out or completing the audit or whose contract to carry out or complete the audit was otherwise terminated. (9) No person carrying out or charged with the carrying out of any duty, obligation or function under this section shall incur civil liability to any other person for anything done or omitted to be done in respect of the discharge, purported discharge or non-discharge of that duty or function unless it is shown that the act or omission was in bad faith.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_14\", \"num\": \"14.\", \"text\": \"Certain prohibitions on licensee 14. A licensee shall not without the prior approval of the Authority \u2014 (a) open outside the Islands a subsidiary, branch, agency or representative office; or (b) change that licensee\u2019s name.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_15\", \"num\": \"15.\", \"text\": \"Number and approval of directors 15. (1) The holder of a companies management licence which is a company shall at no time have fewer than two directors. (2) No appointments \u2014 (a) to the board of directors; or (b) of a senior officer of a licensee which is a company, shall be made without the prior written approval of the Authority, or, in the case of the holder of a corporate services licence, without giving one month\u2019s prior notice to the Authority. (3) A licensee shall remove or replace a director, or dismiss a senior officer, who is convicted in any country of an offence involving dishonesty within fourteen days of the conviction. (4) The Authority may require any licensee which is a company to remove any director or senior officer.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_16\", \"num\": \"16.\", \"text\": \"Powers and duties of the Authority 16. (1) The Authority shall \u2014 (a) maintain a general review of the business of company management in the Islands and make such recommendations to the Cabinet as may be considered necessary with respect to the making of regulations under this Act; Companies Management Act (2025 Revision) (b) whenever the Authority considers it necessary, examine, by way of the receipt of regular returns or in such other manner as the Authority may require, the affairs or business of any licensee for the purpose of \u2014 (i) carrying out the functions of the Authority or exercising the powers of the Authority under section 18; (ii) confirming that the provisions of this Act are being complied with; or (iii) confirming that the licensee is in a sound financial position; (c) whenever the Authority considers it necessary, assist in the investigation of any offence against the laws of the Islands for which there are reasonable grounds for believing that an offence has or may have been committed by a licensee or by any of its directors or officers in their capacity as such; (d) examine accounts and audited annual accounts forwarded to it under section 13 and report on them to the Cabinet whenever the Authority considers it necessary; (e) examine and determine applications for licences; and (f) act as the adviser to the Cabinet and take all necessary action to ensure the proper and just implementation of this Act. (2) In the performance of its functions under this Act, the Authority may, at all reasonable times, require a person whom the Authority reasonably believes is carrying on the business of company management in contravention of this Act, or a licensee to provide \u2014 (a) access to, and to allow copies to be made of, such books, records and documents; (b) access to such cash and securities; and (c) such information or explanation, as the Authority may reasonably require for the performance of its functions under this Act. (3) If it appears to the Authority that there are reasonable grounds for suspecting that an offence against this Act has been or is being committed by any person, the Authority may, with the approval of the Court, take such action as may be necessary in the interests of \u2014 (a) a managed company; (b) an owner of a managed company; (c) a creditor of a managed company; or (d) a creditor of an owner of a managed company, to preserve any assets held by that managed company, owner or creditor. Companies Management Act (2025 Revision) (4) If the Authority considers there are reasonable grounds for believing that an offence against this Act has been committed, the Authority may apply to the Court for any order which is necessary to facilitate the investigation of the offence. (5) A person who fails to comply with any requirement of the Authority under subsection (2) commits an offence and is liable on summary conviction to a fine of ten thousand dollars, and on conviction on indictment to a fine of one hundred thousand dollars, and if the offence of which that person is convicted is continued after conviction that person commits a further offence and is liable to a fine of ten thousand dollars for every day on which the offence is so continued. (6) A person who, knowingly or recklessly, furnishes any information, provides any explanation or makes any statement which is false or misleading in a material particular commits an offence and is liable on summary conviction to a fine of ten thousand dollars and to imprisonment for six months, or on conviction on indictment to a fine of one hundred thousand dollars and to imprisonment for five years.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_17\", \"num\": \"17.\", \"text\": \"Licensees to insure 17. (1) A licensee shall insure with authorised insurers against the losses referred to in subsection (3). (2) The insurance required by subsection (1) shall provide a minimum aggregate cover of one million dollars and a minimum cover of one million dollars for each and every claim. (3) The losses against which a licensee is required to insure are all losses arising from claims in respect of civil liability incurred in connection with the business of company management \u2014 (a) by the licensee; (b) by any of that licensee\u2019s officers or employees, or former officers or employees; or (c) by any person who is or was \u2014 (i) a consultant to the licensee; (ii) an associate employed by the licensee; or (iii) working for the licensee as an agent. (4) An authorised insurer shall issue annually a certificate of insurance to a licensee upon payment by the licensee of the relevant insurance premiums. (5) A certificate of insurance issued to a licensee under subsection (4) shall specify the amount of insurance cover provided to the licensee. Companies Management Act (2025 Revision) (6) The Authority may, at any time, by notice in writing, require a licensee to submit to it a copy of the current certificate of insurance issued to that licensee under this Act. (7) In this section \u2014 \u201cauthorised insurer\u201d means an insurer licensed under the Insurance Act, 2010 [Law 32 of 2010] to carry on insurance business within the meaning of that Act, or any other insurer approved by the Authority. (8) The Cabinet may, by regulations, prescribe different amounts of minimum cover specified in subsection (2).\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_18\", \"num\": \"18.\", \"text\": \"Additional powers of Authority 18. (1) Where the Authority is of the opinion that \u2014 (a)  a licensee is or appears likely to become unable to meet the licensee\u2019s obligations as they fall due; (b)  a licensee is carrying on business in a manner detrimental to the public interest or the interest of the licensee\u2019s clients or creditors; (c)  a licensee has contravened this Act or the Beneficial Ownership Transparency Act, 2023 [Act 13 of 2023]; (d)  a licensee has failed to comply with a condition of the licensee\u2019s licence; (e)  the direction and management of a licensee\u2019s business is not being conducted in a fit and proper manner; (f)  a person holding a position as a director, manager or officer of a licensee\u2019s business is not a fit and proper person to hold the respective position; or (g)  a person holding or acquiring control or ownership of a licensee is not a fit and proper person to have such control or ownership, the Authority may \u2014 (i) revoke the licence; (ia) require the licensee immediately to take steps to rectify the matter; (ib) suspend the licence of the licensee pending a full examination of the licensee\u2019s affairs under section 16(1)(b); (ic) impose conditions with respect to decisions made by the licensee including the suspension of voting rights or nullification of votes cast; (id)  impose an administrative fine in accordance with section 42A of the Monetary Authority Act (2020 Revision); (ii) impose conditions or further conditions, upon the licence and may amend or revoke any such condition; Companies Management Act (2025 Revision) (iii) require the substitution or removal of any director, manager or officer of the licensee; (iv) at the expense of the licensee, appoint a person to advise the licensee on the proper conduct of that licensee\u2019s affairs and to report to the Authority thereon within three months of the date of that person\u2019s appointment; (v) at the expense of the licensee, appoint a person who shall be known as the Authority\u2019s appointed controller, to assume control of the licensee\u2019s affairs who shall, subject to necessary modifications, have all the powers of a person appointed as a receiver or manager of a business appointed under section 18 of the Bankruptcy Act (1997 Revision); and (vi) require such action to be taken by the licensee as the Authority considers necessary. (2) Notwithstanding section 21(1), a licensee may, within seven days of a decision to revoke a licence under paragraph (i) of subsection (1), apply to the Authority for a reconsideration of its decision. (3) A person appointed under paragraph (iv) or (v) of subsection (1), or whose appointment has been extended under paragraph (b) of subsection (4) shall, from time to time at that person\u2019s discretion and in any case within three months of the date of that person\u2019s appointment or of the extension of that person\u2019s appointment, prepare and furnish to the Authority a report of the affairs of the licensee and of that person\u2019s recommendations thereon. (4) On receipt of a report under subsection (3), the Authority may \u2014 (a) revoke the appointment of the person appointed under paragraph (iv) or (v) of subsection (1); (b) extend the period of that person\u2019s appointment; (c) subject to such conditions as the Authority may impose, allow the licensee to reorganise that licensee\u2019s affairs in a manner approved by the Authority; or (d) revoke the licence and apply to the Court for an order that the licensee, if the licensee is a company, be forthwith wound up by that Court, in which case the provisions of the Companies Act (2025 Revision) relating to the winding up of a company shall apply. (5) Notwithstanding any other provision in this Act, the Authority may revoke a licence if the licensee has ceased to carry on the business of company management. (6) Whenever the Authority revokes a licence under paragraph (i) of subsection (1), paragraph (d) of subsection (4) or subsection (5), notice of such revocation shall forthwith be gazetted. Companies Management Act (2025 Revision) (7) Repealed by section 3(b) of the Companies Management (Amendment) Act, 2020 [Law 26 of 2020].\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_19\", \"num\": \"19.\", \"text\": \"Power of search 19. (1) If a magistrate or a judge of the Grand Court, on sworn information in writing, is satisfied that there are reasonable grounds for entry into any premises for any such purposes as are mentioned in subsection (2) and either \u2014 (a) that admission to the premises has been refused, or that a refusal is expected, and that reasonable notice of the intention to apply for the warrant has been given to the occupier; or (b) that an application for admission, or the giving of such a notice, would defeat the object of the entry, that the case is one of urgency, that the premises are unoccupied or that the occupier is temporarily absent, the magistrate or judge of the Grand Court may, by warrant signed by that magistrate or judge, authorise the Authority and any other person named in the warrant to enter the premises, if need be by reasonable force. (2) The purposes referred to in subsection (1) are to ascertain whether \u2014 (a) there is or has been on the premises to which entry is sought any contravention of this Act or the Beneficial Ownership Transparency Act, 2023 [Act 13 of 2023]; or (b) there is on those premises evidence of any contravention of this Act or the Beneficial Ownership Transparency Act, 2023 [Act 13 of 2023]. (3) Every warrant granted under this section shall continue in force for a period of one month. (4) A person entering any premises by virtue of this section, or of a warrant issued under this section, may be accompanied by such employees of, or advisers to, the Authority as may be necessary to fulfil the purposes listed in subsection (2). (5) The person authorised by any such warrant to search any premises may search every person who is found in or whom that authorised person has reasonable grounds to believe to have recently left or to be about to enter those premises and may seize any documents found in the possession of any such person or in such premises which that authorised person has reasonable grounds for believing ought to have been produced under section 16(2). (6) Any documents seized under subsection (5) shall be returned to the person or premises from which they were seized within a period of six calendar months from their seizure, and the Authority may, before returning them, make copies of such documents. (7) A person who wilfully obstructs the Authority or other authorised person in the exercise of any powers conferred on it or that authorised person by this section commits an offence and is liable on summary conviction to a fine of ten Companies Management Act (2025 Revision) thousand dollars and to imprisonment for six months, or on conviction on indictment to a fine of fifty thousand dollars and to imprisonment for two years.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_20\", \"num\": \"20.\", \"text\": \"Winding up 20. (1) Where a licensee, being a company, is being wound up voluntarily, the Authority may apply to the Court for the licensee to be wound up by the Court. (2) The Court may, upon the application of the Authority, make an order for the licensee to be wound up by the Court on the ground that the public interest will be prejudiced by a voluntary winding up or on any other ground permitted by the Companies Act (2025 Revision). (3) On an application under subsection (1), the Court may make an order for the licensee to be wound up by the Court \u2014 (a) if the Court is of the opinion that a voluntary winding up would not be in the public interest in all the circumstances of the case; or (b) if the Court is satisfied of any of the grounds referred to in the Companies Act (2025 Revision) for a winding up of the licensee by the Court.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_21\", \"num\": \"21.\", \"text\": \"Appeals 21. (1) A licensee shall have the right of appeal to the Court from any decision of the Authority \u2014 (a) revoking a licence; or (b) requiring a licensee to take any steps specified by the Authority under section 18. (2) An appeal brought under this section against a decision referred to in subsection (1) shall not have the effect of suspending the execution of the decision.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_22\", \"num\": \"22.\", \"text\": \"Offences by corporations, partnerships, limited liability partnerships, etc. 22. (1) Where an offence under, or under any regulation made under, this Act which has been committed by a body corporate is proved to have been committed with the consent or connivance of, or to be attributable to any neglect on the part of, any director, manager, secretary or other similar officer of the body corporate, or any person who was purporting to act in any such capacity, that person as well as the body corporate commits that offence and is liable to be proceeded against and punished accordingly. (2) Where the affairs of a body corporate are managed by its members, subsection (1) shall apply in relation to the acts and defaults of a member in connection with that member\u2019s functions of management as if that member were a director of the body corporate. Companies Management Act (2025 Revision) (3)  Where an offence under this Act is committed by a partnership, a limited liability partnership or an exempted limited partnership and it is proved that the offence \u2014 (a)  was committed with the consent or connivance of; or (b)  is attributable to any neglect on the part of, a partner concerned in the management or control of a partnership or a limited liability partnership, or a partner who takes part in the conduct of the business of an exempted limited partnership, that partner, as well as the partnership, the limited liability partnership or the exempted limited partnership, as applicable, commits the offence and is liable to be proceeded against and punished accordingly. (4)  Where an offence under this Act is committed by an unincorporated association other than a partnership, a limited liability partnership or an exempted limited partnership and it is proved that the offence \u2014 (a)  was committed with the consent or connivance of; or (b)  is attributable to neglect on the part of, a person concerned in the management or control of the unincorporated association, that person, as well as the unincorporated association, commits the offence and is liable to be proceeded against and punished accordingly.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_23\", \"num\": \"23.\", \"text\": \"Regulations 23. (1) The Cabinet, having consulted the Authority, may make regulations \u2014 (a) requiring, prohibiting or regulating the carrying out by licensees or any class or description of licensees, of such advertising, marketing or promotion of the business of company management as may be prescribed; (b) regulating any aspect of the business of company management carried on by licensees or any class or description of licensees; (c) setting out a code of practice relating to the business of company management for the guidance of licensees; (d) prescribing anything which is to be prescribed under this Act; and (e) generally for carrying the purposes and provisions of this Act into effect. (2) Regulations made under this Act may provide that the contravention of any provision constitutes an offence and may prescribe penalties for any such offence not exceeding the maximum fine and term of imprisonment prescribed in this Act for any offence under this Act. Companies Management Act (2025 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_24\", \"num\": \"24.\", \"text\": \"Savings and transitional 24. A licence granted under the repealed Companies Management Law (1998 Revision) and in force at the 13th March, 2000 shall (until revoked, renewed or surrendered in accordance with this Act) continue in force and have effect as if it had been granted under this Act. Publication in consolidated and revised form authorised by the Cabinet this 21st day of January, 2025. Kim Bullings Clerk of the Cabinet Companies Management Act (2025 Revision) ENDNOTES ENDNOTES Table of Legislation history: SL # Act\/Law # Legislation Commencement Gazette 57\/2024 Companies Management (Amendment) Act. 2024 (Commencement) Order, 2024 19-Dec-2024 LG47\/2024\/s23 12\/2024 Companies Management (Amendment) Act. 2024 1-Jan-2025 LG47\/2024\/s3 23\/2024 Companies Management (Amendment) (No. 2) Act. 2023 (Commencement) Order, 2024 31-Jul-2024 LG26\/2024\/s8 16\/2023 Companies Management (Amendment) (No. 2) Act. 31-Jul-2024 LG41\/2023\/s4 Companies Management Act (2024 Revision) 1-Feb-2024 LG4\/2024\/s11 2\/2023 Companies Management (Amendment) Act. 2023 26-May-2023 LG16\/2023\/s2 Companies Management Act (2021 Revision) 12-Jan-2021 LG4\/2021\/s9 56\/2020 Citation of Acts of Parliament Act, 2020 3-Dec-2020 LG89\/2020\/s1 26\/2020 Companies Management (Amendment) Law, 2020 7-Jul-2020 LG49\/2020\/s2 Companies Management Law (2018 Revision) 16-Mar-2018 GE22\/2018\/s7 44\/2017 Companies Management (Amendment) (No. 2) Law, 27-Nov-2017 GE100\/2017\/s4 20\/2017 Companies Management (Amendment) Law, 2017 (Commencement) Order, 2017 21-Apr-2017 GE34\/2017\/s1 1\/2017 Companies Management (Amendment) Law, 2017 1-Jul-2017 GE31\/2017\/s3 24\/2016 Companies Management (Amendment) Law, 2016 5-Dec-2016 G25\/2016\/s14 Companies Management Law (2003 Revision) 2-Jun-2003 G11\/2003\/s8 Companies Management (Amendment) Law, 2002 (Commencement) Order, 2003 12-Mar-2003 GE10\/2003\/s2 39\/2002 Companies Management (Amendment) Law, 2002 17-Mar-2003 GE5\/2003\/S9 Companies Management Law (2001 Revision) 30-Apr-2001 GE8\/2001\/s3 6\/2001 Companies Management (Amendment) Law, 2001 26-Apr-2001 GE7\/2001\/s6 Companies Management Law (2000 Revision) 11-Sep-2000 G19\/2000\/s7 4\/2000 Companies Management (Amendment) (Access to Information) Law, 2000 24-Jul-2000 GE7\/2000\/s2 15\/1999 Companies Management Law, 1999 13-Mar-2000 G6\/2000\/s4 ENDNOTES Companies Management Act (2025 Revision) Companies Management Act (2025 Revision) ENDNOTES ENDNOTES Companies Management Act (2025 Revision) (Price: $5.60)\", \"element\": \"section\", \"heading\": null}], \"meta\": {\"notes\": null, \"workflow\": null, \"lifecycle\": {\"source\": \"#cilegis\", \"eventRef\": [{\"eId\": \"e_commence_2025_01_28\", \"date\": \"2025-01-28\", \"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\": 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Acts 56 of 2020, 2 of 2023, 16 of 2023 and 12\nof 2024.\n\nRevised under the authority of the Law Revision Act (2020 Revision).\n\nOriginally enacted \u2014\nLaw 15 of 1999-6th August, 1999\nLaw 4 of 2000-14th July, 2000\nLaw 6 of 2001-20th April, 2001\nLaw 39 of 2002-19th December, 2002\nLaw 24 of 2016-24th October, 2016\nLaw 1 of 2017-27th February, 2017\nLaw 44 of 2017-16th November, 2017\nLaw 26 of 2020-1st July, 2020\nAct 56 of 2020-7th December, 2020\nAct 2 of 2023-28th April, 2023\nAct 16 of 2023-23rd November, 2023\nAct 12 of 2024-11th December, 2024.\n\nConsolidated and revised this 1st day of January, 2025.\n\nNote (not forming part of this Act): This revision replaces the 2024 Revision which\nshould now be discarded.\n\nCompanies Management Act (2025 Revision)\nSection 1\n\nc\nRevised as at 1st January, 2025\nPage 3\n\nCAYMAN ISLANDS\n\nCOMPANIES MANAGEMENT ACT\n(2025 Revision)\nArrangement of Sections\nSection\nPage\n1.\nShort title ...................................................................................................................................5\n2.\nInterpretation .............................................................................................................................5\n3.\nDefinition of \u201cbusiness of company management\u201d ......................................................................6\n4.\nDefinition of \u201cgroup of companies\u201d .............................................................................................8\n5.\nApplication to be made to Authority ............................................................................................8\n6.\nFees and returns ..................................................................................................................... 10\n7.\nDisplay of licence ..................................................................................................................... 11\n8.\nRegister of management companies ........................................................................................ 11\n9.\nShares not to be issued or transferred without approval of the Authority .................................. 11\n10.\nNet worth requirements............................................................................................................ 12\n11.\nUse of words connoting business of company management .................................................... 12\n12.\nSegregation of property ........................................................................................................... 13\n13.\nAccounts and audit .................................................................................................................. 13\n14.\nCertain prohibitions on licensee ............................................................................................... 15\n15.\nNumber and approval of directors ............................................................................................ 15\n16.\nPowers and duties of the Authority ........................................................................................... 15\n17.\nLicensees to insure .................................................................................................................. 17\n18.\nAdditional powers of Authority .................................................................................................. 18\n19.\nPower of search ....................................................................................................................... 20\n20.\nWinding up .............................................................................................................................. 21\n21.\nAppeals ................................................................................................................................... 21\n22.\nOffences by corporations, partnerships, limited liability partnerships, etc. ................................ 21\n23.\nRegulations ............................................................................................................................. 22\n24.\nSavings and transitional ........................................................................................................... 23\n\nSection 1\nCompanies Management Act (2025 Revision)\n\nPage 4\nRevised as at 1st January, 2025\nc\n\nENDNOTES\n25\nTable of Legislation history: ............................................................................................................... 25\n\nCompanies Management Act (2025 Revision)\nSection 1\n\nc\nRevised as at 1st January, 2025\nPage 5\n\nCAYMAN ISLANDS\n\nCOMPANIES MANAGEMENT ACT\n(2025 Revision)\n\n1.\nShort title\n1.\nThis Act may be cited as the Companies Management Act (2025 Revision).\n2.\nInterpretation\n2.\nIn this Act \u2014\n\u201caddress\u201d in respect of a service provided by a person carrying on the business\nof company management, means an address for the receipt of correspondence\nor electronic communications (including telephone calls and facsimile\ncommunications), or both, provided by that person in the course of that business\nto a third party;\n\u201cAuthority\u201d means the Cayman Islands Monetary Authority established under\nsection 5(1) of the Monetary Authority Act (2020 Revision), and includes a\nperson acting under the Authority\u2019s authorisation;\n\u201ccompany\u201d means a body corporate constituted under the Laws of the Islands\nor any other jurisdiction;\n\u201ccustodian\u201d means \u2014\n(a)\n\u201can authorised custodian\u201d who is a person licensed under this Act to act\nas a custodian of a bank or trust company licensed under the Banks and\nTrust Companies Act (2025 Revision); or\n\nSection 3\nCompanies Management Act (2025 Revision)\n\nPage 6\nRevised as at 1st January, 2025\nc\n\n(b) \u201ca recognised custodian\u201d which is an investment exchange or clearing\norganisation operating a securities clearance or settlement system and\ncarrying on business in an equivalent legislation jurisdiction that is\ndesignated as having measures for combating money laundering and the\nfinancing of terrorism which are equivalent to those of the Islands in\naccordance with section 5(2)(a) of the Proceeds of Crime Act (2025\nRevision);\n\u201cdocument\u201d includes a device by means of which information is recorded or\nstored;\n\u201cexempted limited partnership\u201d has the meaning assigned by section 2 of the\nExempted Limited Partnership Act (2021 Revision);\n\u201clicence\u201d means a licence granted under this Act;\n\u201climited liability partnership\u201d means a limited liability partnership registered\nunder section 18(4) or 33(4) of the Limited Liability Partnership Act (2025\nRevision);\n\u201cmanaged company\u201d means a company to which the services included in the\ndefinition of \u201cbusiness of company management\u201d are provided by a licensee;\n\u201cnet worth\u201d means the excess of assets over liabilities as presented in\naccordance with applicable and generally accepted accounting principles;\n\u201cpartnership\u201d has the meaning assigned by section 3 of the Partnership Act\n(2024 Revision);\n\u201cprescribed\u201d means prescribed by any regulation made under this Act; and\n\u201csenior officer\u201d means a managing director, president, chief executive officer\nor other officer with authority to bind the licensee of which that person is an\nofficer.\n3.\nDefinition of \u201cbusiness of company management\u201d\n3.\n(1) In this Act \u2014\n\u201cbusiness of company management\u201d means the provision of the following\ncorporate services for profit or reward in or from within the Islands \u2014\n(a)\nacting as a company formation agent;\n(b) providing a registered office or business address for a company;\n(ba) establishing and maintaining beneficial ownership registers on behalf of\ncompanies and limited liability companies incorporated or formed in the\nIslands, offering an information technology solution to those companies\nand limited liability companies to make extracts of information on the\nbeneficial ownership register searchable by the competent authority\nestablished under the Beneficial Ownership Transparency Act, 2023 [Act\n13 of 2023] and responding to requests from the competent authority about\nwhether a company or a limited liability company or a subsidiary of the\n\nCompanies Management Act (2025 Revision)\nSection 3\n\nc\nRevised as at 1st January, 2025\nPage 7\n\nsame is exempted from the application of the Beneficial Ownership\nTransparency Act, 2023 [Act 13 of 2023];\n(c)\nproviding an accommodation, correspondence or administrative address\nfor a company or for any other person;\n(d) filing statutory forms, resolutions, returns and notices;\n(e)\nacting as or fulfilling the function of or arranging for another person to act\nas or fulfil the function of a person authorised to accept service of process\non behalf of a foreign company carrying on business in the Islands or to\naccept any notices required to be served on it;\n(f)\nacting as or fulfilling the function of or arranging for another person to act\nas or fulfil the function of an officer of a company;\n(g) acting as a nominee shareholder for a company;\n(h) acting as or fulfilling the function of or arranging for another person to act\nas or fulfil the function of director or alternate director of a company;\n(i)\nacting as or arranging for another person to act as secretary, alternate,\nassistant or deputy secretary of a company;\n(j)\nacting as or fulfilling the function of or arranging for another person to act\nas or fulfil the function of an authorised custodian for the purposes of the\nCompanies Act (2025 Revision);\n(k) providing other corporate services involving the control of the whole or a\nsubstantial part of the assets of a company; and\n(l)\nproviding any additional corporate services as may be specified in\nregulations.\n(2) (a) In this section, reference to a company is a reference \u2014\n(i)\nto a company wherever incorporated or otherwise established; and\n(ii) to any similar or equivalent structure or arrangement, howsoever\nnamed; and\n(b) For the purposes of this Act, a person acts as a company formation agent\nif that person arranges for the registration or formation, or the sale, transfer\nor disposal of companies or that person provides for the subscribers to the\nmemorandum of association.\n(3) A natural person shall not be deemed to be in the business of company\nmanagement merely by virtue of being a director of one or more companies.\n(4) The provision of corporate services does not include \u2014\n(a)\nthe provision of services to other companies within the same group of\ncompanies as the company providing the services where all the assets of\nthose other companies are wholly owned by companies within that group\nand do not include assets owned wholly or partly by third parties;\n\nSection 4\nCompanies Management Act (2025 Revision)\n\nPage 8\nRevised as at 1st January, 2025\nc\n\n(b) the provision of services to a company which holds a Trust licence under\nthe Banks and Trust Companies Act (2025 Revision) by a subsidiary of that\ncompany and in connection with the business of that company; or\n(c)\nthe provision of services to a company, listed on a stock exchange\nrecognised for the purposes of this paragraph by the Authority, by a person\nwho does not provide any of the specified services to any other company.\n4.\nDefinition of \u201cgroup of companies\u201d\n4.\n(1) For the purposes of this Act, a group of companies comprises every company\nwhich, directly or indirectly, is a subsidiary of the same holding company, and\nsuch a group includes the holding company.\n(2) A company shall be treated as a subsidiary (\u201cthe subsidiary\u201d) of another\ncompany (\u201cthe parent\u201d) where \u2014\n(a)\nthe parent is a member of the subsidiary and controls the composition of\nthe subsidiary\u2019s board of directors;\n(b) the parent, directly or indirectly, controls more than half of the votes which\nmay be cast at general meetings of the subsidiary; or\n(c)\nthe subsidiary is a subsidiary of any other company which is itself a\nsubsidiary of the parent.\n(3) In paragraph (a) of subsection (2) the composition of a company\u2019s board of\ndirectors shall be treated as controlled by another company if that other\ncompany, by the exercise of some power without the consent or concurrence of\nany other person, can appoint or remove all or a majority of the directors.\n(4) Notwithstanding paragraph (a) of section 3(4), the Authority may, from time to\ntime, require a company which provides the services specified under that\nsubsection to provide any or both of the certificates specified under\nparagraphs (b) and (c) of section 13(2).\n5.\nApplication to be made to Authority\n5.\n(1) An application for a licence under this Act shall be made to the Authority in\nwriting.\n(2) The Authority may grant either \u2014\n(a)\na corporate services licence to an applicant who wishes to provide only the\ncorporate services specified under paragraph (a), (b), (ba), (c), (d) or (e) of\nsection 3(1) or such other corporate services as may be prescribed under\nparagraph (l); or\n(b) a companies management licence to an applicant who wishes to provide\nthe corporate services specified under paragraph (a) in addition to any\nother corporate services specified under paragraph (l) of section 3.\n\nCompanies Management Act (2025 Revision)\nSection 5\n\nc\nRevised as at 1st January, 2025\nPage 9\n\n(3) The Authority may grant a licence to an applicant under this section either\nunconditionally or subject to conditions.\n(4) Subject to subsection (2), a person who carries on the business of company\nmanagement without being the holder of a current licence under this Act\ncommits an offence and is liable \u2014\n(a)\non summary conviction to a fine of ten thousand dollars and to\nimprisonment for six months; or\n(b) on conviction on indictment to a fine of one hundred thousand dollars and\nto imprisonment for five years,\nand if the offence of which that person is convicted is continued after conviction\nthat person commits a further offence and is liable to a fine of ten thousand\ndollars for every day on which the offence is so continued.\n(5) An offence under subsection (4) is not committed by \u2014\n(a)\na trust company which is the holder of a Trust licence to carry on trust\nbusiness granted under paragraph (c) of section 6(5) of the Banks and\nTrust Companies Act (2025 Revision);\n(b) a trust company which is the holder of a Restricted Trust licence granted\nunder paragraph (e) of section 6(5) of the Banks and Trust Companies Act\n(2025 Revision) in respect of the clients and services specified in the\nrestrictions;\n(c)\na trust company which is the holder of a Nominee (Trust) licence granted\nunder paragraph (f) of section 6(5) of the Banks and Trust Companies Act\n(2025 Revision) in respect of the nominee function only;\n(d) a holder of an Insurance Managers licence issued under the Insurance Act,\n2010 [Law 32 of 2010] when engaged in the business of company\nmanagement in respect of that holder\u2019s clients who are insurance\ncompanies licensed under that Act; or\n(e)\na holder of a Mutual Funds Administrator\u2019s licence granted under the\nMutual Funds Act (2025 Revision) when engaged in the business of\ncompany management in respect of that holder\u2019s clients who are mutual\nfunds whether or not licensed or regulated under that Act.\n(6) An application under this section shall \u2014\n(a)\ninclude such information and references; and\n(b) be accompanied by the non-refundable fee,\nas may be prescribed.\n(7) The Authority may not grant a licence unless the Authority is satisfied by the\napplicant \u2014\n(a)\nthat that applicant has sufficient expertise to carry on the business of\ncompany management; and\n\nSection 6\nCompanies Management Act (2025 Revision)\n\nPage 10\nRevised as at 1st January, 2025\nc\n\n(b) that that applicant\u2019s business of company management will be carried on\nby persons who are fit and proper persons to be directors or, as the case\nmay be, managers or officers.\n(8) In determining for the purposes of this Act whether a person is a fit and proper\nperson, regard shall be had to all circumstances, including that person\u2019s \u2014\n(a)\nhonesty, integrity and reputation;\n(b) competence and capability; and\n(c)\nfinancial soundness.\n(9) A recognised custodian is not required to be licensed under this Act.\n(10) Where the Authority has granted a licence under this section, the Authority shall\nimmediately publish notification of the grant in the Gazette.\n(11) No person who is licensed under this Act is required to be licensed under the\nTrade and Business Licensing Act (2021 Revision) or the Local Companies\n(Control) Act (2025 Revision) in respect of that person\u2019s business of company\nmanagement.\n6.\nFees and returns\n6.\n(1) Every person to whom a licence is first granted shall, at the date of such grant,\npay the prescribed fee.\n(2) The holder of a licence on the 1st January of any calendar year shall, on or before\nthe 15th January in each calendar year, pay the prescribed renewal fee, and there\nshall be payable by a licensee who fails to pay the prescribed renewal fee by\nthat date a surcharge of one-twelfth of that fee for every month or part of a month\nafter the 15th January in each year that the fee is not paid.\n(3) A licence in respect of which the prescribed renewal fee remains unpaid by the\n31st March in any year shall lapse forthwith but if, within a period of one month,\nthe person who held the licence prior to its lapse pays \u2014\n(a)\nthe prescribed renewal fee;\n(b) the surcharges due under subsection (2); and\n(c)\nan administration fee of ten per cent of the prescribed renewal fee,\nthe licence may be renewed for the period from the 1st January to the 31st\nDecember, inclusive, of the year in question.\n(4) Without prejudice to the foregoing provisions of this section, if the renewal fee\nreferred to in subsection (2) is not paid on or before the 15th January in each\ncalendar year, the unpaid renewal fee may be sued for by the Crown by action\nas a civil debt and the Crown may require, and the court may order, the payment\nof any penalties accrued in respect of the late payment of the fee.\n(5) A holder of a licence under this Act who does not inform the Authority of such\nchanges made relating to any of the information furnished in accordance with\n\nCompanies Management Act (2025 Revision)\nSection 7\n\nc\nRevised as at 1st January, 2025\nPage 11\n\nsection 5(6) as may be prescribed within fourteen days after any such change\nhas occurred commits an offence and is liable on summary conviction to a fine\nof ten thousand dollars.\n(6) In subsection (4) \u2014\n\u201ccourt\u201d means the Grand Court or a court of summary jurisdiction, as the case\nmay be.\n7.\nDisplay of licence\n7.\nA licence issued under this Act shall be prominently displayed on the premises where\nthe business of company management is carried on.\n8.\nRegister of management companies\n8.\n(1) The Authority shall maintain a register in which shall be entered the following\nparticulars \u2014\n(a)\nthe name of the licensee;\n(b) the address of the licensee;\n(c)\nthe type of licence granted;\n(d) the location of the registered office of the licensee; and\n(e)\nthe date the licence was issued.\n(2) Any person during ordinary office hours may request and, upon payment to the\nAuthority of the prescribed fee, obtain a copy of particulars of any entry in the\nregister.\n9.\nShares not to be issued or transferred without approval of the Authority\n9.\n(1) Where a licensee is a company, the company shall not issue shares or a person\nowning or having an interest in shares in the company shall not transfer or\notherwise dispose of or deal in those shares or that interest, unless the Authority\nhas given its approval to the issue, transfer, disposal or dealing, as the case may\nbe, and any conditions of the approval are complied with.\n(2) The Authority may, in respect of a licensee whose shares are publicly traded on\na stock exchange recognised by the Authority, waive the obligation to obtain\napproval under subsection (1), and any such waiver \u2014\n(a)\nshall be subject to a condition that the licensee shall, as soon as reasonably\npracticable, notify the Authority of \u2014\n(i)\nany change in control of the licensee;\n(ii) the acquisition by any person or group of persons of shares\nrepresenting more than ten per cent of the issued share capital or total\nvoting rights of the licensee\u2019s issued share capital or total voting\nrights; or\n\nSection 10\nCompanies Management Act (2025 Revision)\n\nPage 12\nRevised as at 1st January, 2025\nc\n\n(iii) the acquisition by any person or group of persons of shares\nrepresenting more than ten per cent of the issued share capital or total\nvoting rights of the parent company of the licensee;\n(b) shall be subject to a condition that the licensee shall, as soon as reasonably\npracticable, provide such information to the Authority, and within such\nperiod of time as the Authority may require, for the purpose of enabling an\nassessment as to whether persons acquiring control or ownership of the\nlicensee in the circumstances set out in paragraph (a) are fit and proper\npersons to have such control or ownership; and\n(c)\nshall be subject to such terms and other conditions as the Authority may\ndeem necessary.\n(3) In subsection (1), the reference to shares being transferred, disposed of, or dealt\nwith includes the transfer or disposal of, or dealing with, either the legal or a\nbeneficial interest in the shares.\n(4) In the event of shares in a company which is licensed under this Act vesting\nautomatically through process of law in a person, the secretary of the company,\nas soon as that person becomes aware of such vesting, shall inform the Authority\nof the number of shares and the identity of the person in whom they have vested,\nand the Authority shall have power to impose conditions on the licence and to\nissue instructions as to the management and operations of the licensee.\n(5) A person who contravenes this section commits an offence and is liable on\nsummary conviction to a fine of twenty thousand dollars.\n10.\nNet worth requirements\n10. (1) Where a limited liability company applies for a companies management licence,\nno licence shall be issued in respect of such company unless the net worth of\nthat company is not less than twenty-five thousand dollars or such other sum as\nmay be prescribed.\n(2) The holder of a companies management licence which is a limited liability\ncompany shall, during the period of its licence, maintain its net worth at not less\nthan twenty-five thousand dollars or such other sum as may be prescribed.\n(3) Where a limited liability company applies for a corporate services licence, the\nminimum net worth of the company and the minimum net worth that the\ncompany shall be required to maintain during the period of such licence shall be\nsuch sum as may be determined by the Authority from time to time.\n11.\nUse of words connoting business of company management\n11. (1) No person, other than a licensee, shall \u2014\n(a)\nuse a word which connotes the business of company management, either\nin English or in any other language, in the description or title under which\nthat person carries on business in or from within the Islands; or\n\nCompanies Management Act (2025 Revision)\nSection 12\n\nc\nRevised as at 1st January, 2025\nPage 13\n\n(b) make a representation in a document or in any other manner that that\nperson is carrying on the business of company management.\n(2) The Authority may require a licensee, being a body corporate with a name, or\ncarrying on business under a name, which \u2014\n(a)\nis identical with that of another person, whether within the Islands or not,\nor which so nearly resembles that name as to be likely to deceive;\n(b) in the opinion of the Authority connotes, falsely, the patronage of or\nconnection with a person whether within the Islands or not;\n(c)\nin the opinion of the Authority connotes, falsely, that it has a special status\nin relation to or derived from the Government, or has the official backing\nof or acts on behalf of the Government or of any of its departments or\nofficials; or\n(d) includes any word or expression prescribed in regulations,\nforthwith to change the name, and in default of compliance within three calendar\nmonths of the receipt of notice from the Authority of the Authority\u2019s\nrequirements the Authority may revoke the licensee\u2019s licence.\n12.\nSegregation of property\n12. A licensee shall segregate the funds and other property of every managed company\nfrom the licensee\u2019s own funds and property.\n13.\nAccounts and audit\n13. (1) The holder of a companies management licence shall have that holder\u2019s\naccounts audited annually or at such other time as the Authority may require by\nan auditor who shall be approved by the Authority and who shall be a\nmember of \u2014\n(a)\nthe Institute of Chartered Accountants in England and Wales;\n(b) the Canadian Institute of Chartered Accountants;\n(c)\nthe Chartered Association of Certified Accountants of England and Wales;\n(d) the American Institute of Certified Public Accountants; or\n(e)\nany other professional body or institute approved by the Authority.\n(2) Within six months of the end of the financial year of the holder of a companies\nmanagement licence, that person shall forward to the Authority \u2014\n(a)\nthe audited accounts for the financial year just ended;\n(b) a certificate of compliance with this Act and any regulations made\nhereunder or the Monetary Authority Act (2020 Revision), signed by the\nlicensee or, if the licensee is a body corporate, a director of the\nlicensee; and\n\nSection 13\nCompanies Management Act (2025 Revision)\n\nPage 14\nRevised as at 1st January, 2025\nc\n\n(c)\nan auditor\u2019s certificate of the existence of adequate procedures to ensure\ncompliance by the licensee with any Code of Practice that may be\nissued \u2014\n(i)\nunder section 113 of the Proceeds of Crime Act (2025 Revision); or\n(ii) under regulations made hereunder.\n(3) The holder of a corporate services licence shall, once every two years (or such\nshorter or longer period as the Authority may require in any individual case),\nforward to the Authority the certificates specified under paragraphs (b) and (c)\nof subsection (2)\n(4) A licensee may not change that licensee\u2019s auditor without the prior written\napproval of the Authority, and the outgoing auditor shall explain the\ncircumstances giving rise to the change of auditor prior to such approval being\ngiven.\n(5) A person who signs a certificate under paragraph (b) of subsection (2) who\nknows or ought reasonably to know that such certificate is false commits an\noffence and \u2014\n(a)\nis liable on summary conviction to a fine of five thousand dollars;\n(b) shall have that person\u2019s licence, or the licence held by the body corporate\nof which that person is a director, revoked; and\n(c)\nshall not be granted a further licence, nor be permitted to be a director of\na body corporate which holds a licence.\n(6) If an auditor, in the course of carrying out an audit of the accounts of a licensee,\nbecomes aware, or has reasonable grounds to believe, that the licensee is \u2014\n(a)\nunable to meet that licensee\u2019s obligations as they fall due;\n(b) carrying on or attempting to carry on that licensee\u2019s business of company\nmanagement or winding up that licensee\u2019s business of company\nmanagement in a manner that is prejudicial to that licensee\u2019s managed\ncompanies or their owners, or to that licensee\u2019s creditors, or to the creditors\nof that licensee\u2019s managed companies or their owners;\n(c)\ncarrying on or attempting to carry on business without keeping any or\nsufficient accounting records to allow that licensee\u2019s accounts to be\nproperly audited; or\n(d) carrying on business in a fraudulent or criminal manner,\nthe auditor shall immediately give the Authority written notice of that auditor\u2019s\nknowledge or belief and giving that auditor\u2019s reasons for that knowledge or\nbelief.\n(7) A person who contravenes subsection (6) commits an offence and is liable on\nsummary conviction to a fine of ten thousand dollars.\n\nCompanies Management Act (2025 Revision)\nSection 14\n\nc\nRevised as at 1st January, 2025\nPage 15\n\n(8) A reference in this section to an auditor carrying out an audit of the accounts of\na licensee includes an auditor who was engaged to carry out such an audit or\nwho was in the course of carrying out such an audit but resigned before carrying\nout or completing the audit or whose contract to carry out or complete the audit\nwas otherwise terminated.\n(9) No person carrying out or charged with the carrying out of any duty, obligation\nor function under this section shall incur civil liability to any other person for\nanything done or omitted to be done in respect of the discharge, purported\ndischarge or non-discharge of that duty or function unless it is shown that the\nact or omission was in bad faith.\n14.\nCertain prohibitions on licensee\n14. A licensee shall not without the prior approval of the Authority \u2014\n(a)\nopen outside the Islands a subsidiary, branch, agency or representative\noffice; or\n(b) change that licensee\u2019s name.\n15.\nNumber and approval of directors\n15. (1) The holder of a companies management licence which is a company shall at no\ntime have fewer than two directors.\n(2) No appointments \u2014\n(a)\nto the board of directors; or\n(b) of a senior officer of a licensee which is a company,\nshall be made without the prior written approval of the Authority, or, in the case\nof the holder of a corporate services licence, without giving one month\u2019s prior\nnotice to the Authority.\n(3) A licensee shall remove or replace a director, or dismiss a senior officer, who is\nconvicted in any country of an offence involving dishonesty within fourteen\ndays of the conviction.\n(4) The Authority may require any licensee which is a company to remove any\ndirector or senior officer.\n16.\nPowers and duties of the Authority\n16. (1) The Authority shall \u2014\n(a)\nmaintain a general review of the business of company management in the\nIslands and make such recommendations to the Cabinet as may be\nconsidered necessary with respect to the making of regulations under\nthis Act;\n\nSection 16\nCompanies Management Act (2025 Revision)\n\nPage 16\nRevised as at 1st January, 2025\nc\n\n(b) whenever the Authority considers it necessary, examine, by way of the\nreceipt of regular returns or in such other manner as the Authority may\nrequire, the affairs or business of any licensee for the purpose of \u2014\n(i)\ncarrying out the functions of the Authority or exercising the powers\nof the Authority under section 18;\n(ii) confirming that the provisions of this Act are being complied with; or\n(iii) confirming that the licensee is in a sound financial position;\n(c)\nwhenever the Authority considers it necessary, assist in the investigation\nof any offence against the laws of the Islands for which there are\nreasonable grounds for believing that an offence has or may have been\ncommitted by a licensee or by any of its directors or officers in their\ncapacity as such;\n(d) examine accounts and audited annual accounts forwarded to it under\nsection 13 and report on them to the Cabinet whenever the Authority\nconsiders it necessary;\n(e)\nexamine and determine applications for licences; and\n(f)\nact as the adviser to the Cabinet and take all necessary action to ensure the\nproper and just implementation of this Act.\n(2) In the performance of its functions under this Act, the Authority may, at all\nreasonable times, require a person whom the Authority reasonably believes is\ncarrying on the business of company management in contravention of this Act,\nor a licensee to provide \u2014\n(a)\naccess to, and to allow copies to be made of, such books, records and\ndocuments;\n(b) access to such cash and securities; and\n(c)\nsuch information or explanation,\nas the Authority may reasonably require for the performance of its functions\nunder this Act.\n(3) If it appears to the Authority that there are reasonable grounds for suspecting\nthat an offence against this Act has been or is being committed by any person,\nthe Authority may, with the approval of the Court, take such action as may be\nnecessary in the interests of \u2014\n(a)\na managed company;\n(b) an owner of a managed company;\n(c)\na creditor of a managed company; or\n(d) a creditor of an owner of a managed company,\nto preserve any assets held by that managed company, owner or creditor.\n\nCompanies Management Act (2025 Revision)\nSection 17\n\nc\nRevised as at 1st January, 2025\nPage 17\n\n(4) If the Authority considers there are reasonable grounds for believing that an\noffence against this Act has been committed, the Authority may apply to the\nCourt for any order which is necessary to facilitate the investigation of the\noffence.\n(5) A person who fails to comply with any requirement of the Authority under\nsubsection (2) commits an offence and is liable on summary conviction to a fine\nof ten thousand dollars, and on conviction on indictment to a fine of one hundred\nthousand dollars, and if the offence of which that person is convicted is\ncontinued after conviction that person commits a further offence and is liable to\na fine of ten thousand dollars for every day on which the offence is so continued.\n(6) A person who, knowingly or recklessly, furnishes any information, provides any\nexplanation or makes any statement which is false or misleading in a material\nparticular commits an offence and is liable on summary conviction to a fine of\nten thousand dollars and to imprisonment for six months, or on conviction on\nindictment to a fine of one hundred thousand dollars and to imprisonment for\nfive years.\n17.\nLicensees to insure\n17. (1) A licensee shall insure with authorised insurers against the losses referred to in\nsubsection (3).\n(2) The insurance required by subsection (1) shall provide a minimum aggregate\ncover of one million dollars and a minimum cover of one million dollars for\neach and every claim.\n(3) The losses against which a licensee is required to insure are all losses arising\nfrom claims in respect of civil liability incurred in connection with the business\nof company management \u2014\n(a)\nby the licensee;\n(b) by any of that licensee\u2019s officers or employees, or former officers or\nemployees; or\n(c)\nby any person who is or was \u2014\n(i)\na consultant to the licensee;\n(ii) an associate employed by the licensee; or\n(iii) working for the licensee as an agent.\n(4) An authorised insurer shall issue annually a certificate of insurance to a licensee\nupon payment by the licensee of the relevant insurance premiums.\n(5) A certificate of insurance issued to a licensee under subsection (4) shall specify\nthe amount of insurance cover provided to the licensee.\n\nSection 18\nCompanies Management Act (2025 Revision)\n\nPage 18\nRevised as at 1st January, 2025\nc\n\n(6) The Authority may, at any time, by notice in writing, require a licensee to submit\nto it a copy of the current certificate of insurance issued to that licensee under\nthis Act.\n(7) In this section \u2014\n\u201cauthorised insurer\u201d means an insurer licensed under the Insurance Act, 2010\n[Law 32 of 2010] to carry on insurance business within the meaning of that Act,\nor any other insurer approved by the Authority.\n(8) The Cabinet may, by regulations, prescribe different amounts of minimum cover\nspecified in subsection (2).\n18.\nAdditional powers of Authority\n18. (1) Where the Authority is of the opinion that \u2014\n(a)  a licensee is or appears likely to become unable to meet the licensee\u2019s\nobligations as they fall due;\n(b)  a licensee is carrying on business in a manner detrimental to the public\ninterest or the interest of the licensee\u2019s clients or creditors;\n(c)  a licensee has contravened this Act or the Beneficial Ownership\nTransparency Act, 2023 [Act 13 of 2023];\n(d)  a licensee has failed to comply with a condition of the licensee\u2019s licence;\n(e)  the direction and management of a licensee\u2019s business is not being\nconducted in a fit and proper manner;\n(f)  a person holding a position as a director, manager or officer of a licensee\u2019s\nbusiness is not a fit and proper person to hold the respective position; or\n(g)  a person holding or acquiring control or ownership of a licensee is not a fit\nand proper person to have such control or ownership,\nthe Authority may \u2014\n(i)\nrevoke the licence;\n(ia) require the licensee immediately to take steps to rectify the matter;\n(ib) suspend the licence of the licensee pending a full examination of the\nlicensee\u2019s affairs under section 16(1)(b);\n(ic) impose conditions with respect to decisions made by the licensee\nincluding the suspension of voting rights or nullification of votes\ncast;\n(id)  impose an administrative fine in accordance with section 42A of the\nMonetary Authority Act (2020 Revision);\n(ii) impose conditions or further conditions, upon the licence and may\namend or revoke any such condition;\n\nCompanies Management Act (2025 Revision)\nSection 18\n\nc\nRevised as at 1st January, 2025\nPage 19\n\n(iii) require the substitution or removal of any director, manager or officer\nof the licensee;\n(iv) at the expense of the licensee, appoint a person to advise the licensee\non the proper conduct of that licensee\u2019s affairs and to report to the\nAuthority thereon within three months of the date of that person\u2019s\nappointment;\n(v) at the expense of the licensee, appoint a person who shall be known\nas the Authority\u2019s appointed controller, to assume control of the\nlicensee\u2019s affairs who shall, subject to necessary modifications, have\nall the powers of a person appointed as a receiver or manager of a\nbusiness appointed under section 18 of the Bankruptcy Act (1997\nRevision); and\n(vi) require such action to be taken by the licensee as the Authority\nconsiders necessary.\n(2) Notwithstanding section 21(1), a licensee may, within seven days of a decision\nto revoke a licence under paragraph (i) of subsection (1), apply to the Authority\nfor a reconsideration of its decision.\n(3) A person appointed under paragraph (iv) or (v) of subsection (1), or whose\nappointment has been extended under paragraph (b) of subsection (4) shall,\nfrom time to time at that person\u2019s discretion and in any case within three months\nof the date of that person\u2019s appointment or of the extension of that person\u2019s\nappointment, prepare and furnish to the Authority a report of the affairs of the\nlicensee and of that person\u2019s recommendations thereon.\n(4) On receipt of a report under subsection (3), the Authority may \u2014\n(a)\nrevoke the appointment of the person appointed under paragraph (iv) or (v)\nof subsection (1);\n(b) extend the period of that person\u2019s appointment;\n(c)\nsubject to such conditions as the Authority may impose, allow the licensee\nto reorganise that licensee\u2019s affairs in a manner approved by the\nAuthority; or\n(d) revoke the licence and apply to the Court for an order that the licensee, if\nthe licensee is a company, be forthwith wound up by that Court, in which\ncase the provisions of the Companies Act (2025 Revision) relating to the\nwinding up of a company shall apply.\n(5) Notwithstanding any other provision in this Act, the Authority may revoke a\nlicence if the licensee has ceased to carry on the business of company\nmanagement.\n(6) Whenever the Authority revokes a licence under paragraph (i) of subsection (1),\nparagraph (d) of subsection (4) or subsection (5), notice of such revocation shall\nforthwith be gazetted.\n\nSection 19\nCompanies Management Act (2025 Revision)\n\nPage 20\nRevised as at 1st January, 2025\nc\n\n(7) Repealed by section 3(b) of the Companies Management (Amendment) Act,\n2020 [Law 26 of 2020].\n19.\nPower of search\n19. (1) If a magistrate or a judge of the Grand Court, on sworn information in writing,\nis satisfied that there are reasonable grounds for entry into any premises for any\nsuch purposes as are mentioned in subsection (2) and either \u2014\n(a)\nthat admission to the premises has been refused, or that a refusal is\nexpected, and that reasonable notice of the intention to apply for the\nwarrant has been given to the occupier; or\n(b) that an application for admission, or the giving of such a notice, would\ndefeat the object of the entry, that the case is one of urgency, that the\npremises are unoccupied or that the occupier is temporarily absent,\nthe magistrate or judge of the Grand Court may, by warrant signed by that\nmagistrate or judge, authorise the Authority and any other person named in the\nwarrant to enter the premises, if need be by reasonable force.\n(2) The purposes referred to in subsection (1) are to ascertain whether \u2014\n(a)\nthere is or has been on the premises to which entry is sought any\ncontravention of this Act or the Beneficial Ownership Transparency Act,\n2023 [Act 13 of 2023]; or\n(b) there is on those premises evidence of any contravention of this Act or the\nBeneficial Ownership Transparency Act, 2023 [Act 13 of 2023].\n(3) Every warrant granted under this section shall continue in force for a period of\none month.\n(4) A person entering any premises by virtue of this section, or of a warrant issued\nunder this section, may be accompanied by such employees of, or advisers to,\nthe Authority as may be necessary to fulfil the purposes listed in subsection (2).\n(5) The person authorised by any such warrant to search any premises may search\nevery person who is found in or whom that authorised person has reasonable\ngrounds to believe to have recently left or to be about to enter those premises\nand may seize any documents found in the possession of any such person or in\nsuch premises which that authorised person has reasonable grounds for\nbelieving ought to have been produced under section 16(2).\n(6) Any documents seized under subsection (5) shall be returned to the person or\npremises from which they were seized within a period of six calendar months\nfrom their seizure, and the Authority may, before returning them, make copies\nof such documents.\n(7) A person who wilfully obstructs the Authority or other authorised person in the\nexercise of any powers conferred on it or that authorised person by this section\ncommits an offence and is liable on summary conviction to a fine of ten\n\nCompanies Management Act (2025 Revision)\nSection 20\n\nc\nRevised as at 1st January, 2025\nPage 21\n\nthousand dollars and to imprisonment for six months, or on conviction on\nindictment to a fine of fifty thousand dollars and to imprisonment for two years.\n20.\nWinding up\n20. (1) Where a licensee, being a company, is being wound up voluntarily, the\nAuthority may apply to the Court for the licensee to be wound up by the Court.\n(2) The Court may, upon the application of the Authority, make an order for the\nlicensee to be wound up by the Court on the ground that the public interest will\nbe prejudiced by a voluntary winding up or on any other ground permitted by\nthe Companies Act (2025 Revision).\n(3) On an application under subsection (1), the Court may make an order for the\nlicensee to be wound up by the Court \u2014\n(a)\nif the Court is of the opinion that a voluntary winding up would not be in\nthe public interest in all the circumstances of the case; or\n(b) if the Court is satisfied of any of the grounds referred to in the Companies\nAct (2025 Revision) for a winding up of the licensee by the Court.\n21.\nAppeals\n21. (1) A licensee shall have the right of appeal to the Court from any decision of the\nAuthority \u2014\n(a)\nrevoking a licence; or\n(b) requiring a licensee to take any steps specified by the Authority under\nsection 18.\n(2) An appeal brought under this section against a decision referred to in\nsubsection (1) shall not have the effect of suspending the execution of the\ndecision.\n22.\nOffences by corporations, partnerships, limited liability partnerships, etc.\n22. (1) Where an offence under, or under any regulation made under, this Act which\nhas been committed by a body corporate is proved to have been committed with\nthe consent or connivance of, or to be attributable to any neglect on the part of,\nany director, manager, secretary or other similar officer of the body corporate,\nor any person who was purporting to act in any such capacity, that person as\nwell as the body corporate commits that offence and is liable to be proceeded\nagainst and punished accordingly.\n(2) Where the affairs of a body corporate are managed by its members,\nsubsection (1) shall apply in relation to the acts and defaults of a member in\nconnection with that member\u2019s functions of management as if that member were\na director of the body corporate.\n\nSection 23\nCompanies Management Act (2025 Revision)\n\nPage 22\nRevised as at 1st January, 2025\nc\n\n(3)  Where an offence under this Act is committed by a partnership, a limited\nliability partnership or an exempted limited partnership and it is proved that the\noffence \u2014\n(a)  was committed with the consent or connivance of; or\n(b)  is attributable to any neglect on the part of,\n\na partner concerned in the management or control of a partnership or a limited\nliability partnership, or a partner who takes part in the conduct of the business\nof an exempted limited partnership, that partner, as well as the partnership, the\nlimited liability partnership or the exempted limited partnership, as applicable,\ncommits the offence and is liable to be proceeded against and punished\naccordingly.\n(4)  Where an offence under this Act is committed by an unincorporated association\nother than a partnership, a limited liability partnership or an exempted limited\npartnership and it is proved that the offence \u2014\n(a)  was committed with the consent or connivance of; or\n(b)  is attributable to neglect on the part of,\n\na person concerned in the management or control of the unincorporated\nassociation, that person, as well as the unincorporated association, commits the\noffence and is liable to be proceeded against and punished accordingly.\n23.\nRegulations\n23. (1) The Cabinet, having consulted the Authority, may make regulations \u2014\n(a)\nrequiring, prohibiting or regulating the carrying out by licensees or any\nclass or description of licensees, of such advertising, marketing or\npromotion of the business of company management as may be prescribed;\n(b) regulating any aspect of the business of company management carried on\nby licensees or any class or description of licensees;\n(c)\nsetting out a code of practice relating to the business of company\nmanagement for the guidance of licensees;\n(d) prescribing anything which is to be prescribed under this Act; and\n(e)\ngenerally for carrying the purposes and provisions of this Act into effect.\n(2) Regulations made under this Act may provide that the contravention of any\nprovision constitutes an offence and may prescribe penalties for any such\noffence not exceeding the maximum fine and term of imprisonment prescribed\nin this Act for any offence under this Act.\n\nCompanies Management Act (2025 Revision)\nSection 24\n\nc\nRevised as at 1st January, 2025\nPage 23\n\n24.\nSavings and transitional\n24. A licence granted under the repealed Companies Management Law (1998 Revision)\nand in force at the 13th March, 2000 shall (until revoked, renewed or surrendered in\naccordance with this Act) continue in force and have effect as if it had been granted\nunder this Act.\nPublication in consolidated and revised form authorised by the Cabinet this 21st\nday of January, 2025.\nKim Bullings\nClerk of the Cabinet\n\nCompanies Management Act (2025 Revision)\n\nENDNOTES\n\nc\nRevised as at 1st January, 2025\nPage 25\n\nENDNOTES\nTable of Legislation history:\nSL #\nAct\/Law #\nLegislation\nCommencement\nGazette\n57\/2024\n Companies Management (Amendment) Act. 2024\n(Commencement) Order, 2024\n19-Dec-2024\nLG47\/2024\/s23\n\n12\/2024 Companies Management (Amendment) Act. 2024\n1-Jan-2025\nLG47\/2024\/s3\n23\/2024\n Companies Management (Amendment) (No. 2) Act.\n2023 (Commencement) Order, 2024\n31-Jul-2024\nLG26\/2024\/s8\n\n16\/2023 Companies Management (Amendment) (No. 2) Act.\n2023\n31-Jul-2024\nLG41\/2023\/s4\n\n Companies Management Act (2024 Revision)\n1-Feb-2024\nLG4\/2024\/s11\n\n2\/2023 Companies Management (Amendment) Act. 2023\n26-May-2023\nLG16\/2023\/s2\n\n Companies Management Act (2021 Revision)\n12-Jan-2021\nLG4\/2021\/s9\n\n56\/2020 Citation of Acts of Parliament Act, 2020\n3-Dec-2020\nLG89\/2020\/s1\n\n26\/2020 Companies Management (Amendment) Law, 2020\n7-Jul-2020\nLG49\/2020\/s2\n\n Companies Management Law (2018 Revision)\n16-Mar-2018\nGE22\/2018\/s7\n\n44\/2017 Companies Management (Amendment) (No. 2) Law,\n2017\n27-Nov-2017\nGE100\/2017\/s4\n20\/2017\n Companies Management (Amendment) Law, 2017\n(Commencement) Order, 2017\n21-Apr-2017\nGE34\/2017\/s1\n\n1\/2017 Companies Management (Amendment) Law, 2017\n1-Jul-2017\nGE31\/2017\/s3\n\n24\/2016 Companies Management (Amendment) Law, 2016\n5-Dec-2016\nG25\/2016\/s14\n\n Companies Management Law (2003 Revision)\n2-Jun-2003\nG11\/2003\/s8\n\n Companies Management (Amendment) Law, 2002\n(Commencement) Order, 2003\n12-Mar-2003\nGE10\/2003\/s2\n\n39\/2002 Companies Management (Amendment) Law, 2002\n17-Mar-2003\nGE5\/2003\/S9\n\n Companies Management Law (2001 Revision)\n30-Apr-2001\nGE8\/2001\/s3\n\n6\/2001 Companies Management (Amendment) Law, 2001\n26-Apr-2001\nGE7\/2001\/s6\n\n Companies Management Law (2000 Revision)\n11-Sep-2000\nG19\/2000\/s7\n\n4\/2000 Companies Management (Amendment) (Access to\nInformation) Law, 2000\n24-Jul-2000\nGE7\/2000\/s2\n\n15\/1999 Companies Management Law, 1999\n13-Mar-2000\nG6\/2000\/s4\n\nENDNOTES\nCompanies Management Act (2025 Revision)\n\nPage 26\nRevised as at 1st January, 2025\nc\n\nCompanies Management Act (2025 Revision)\n\nENDNOTES\n\nc\nRevised as at 1st January, 2025\nPage 27\n\nENDNOTES\nCompanies Management Act (2025 Revision)\n\nPage 28\nRevised as at 1st January, 2025\nc\n\n(Price: $5.60)","akn_extracted_at":"2026-06-22 15:31:54.894089+00","cms_id":"1999-0015","law_type":"principal","year":"1999","number":"15","title":"Companies Management Act","status":"in_force"},"provenance":{"files":[{"file_id":"5711","expr_id":"630","kind":"akn_xml","filename":"1999-0015_2025 Revision.akn.xml","source_url":null,"storage_path":"\/Users\/q\/kyleg-data\/working\/PRINCIPAL\/1999\/1999-0015\/1999-0015_2025 Revision.akn.xml","content_md5":"b8f56538799fb461f850286f108f6d5d","byte_size":"48959","http_last_modified":null,"fetched_at":"2026-06-22 15:31:55.168717+00"},{"file_id":"1259","expr_id":"630","kind":"pristine_pdf","filename":"1999-0015_2025 Revision.pdf","source_url":"\/cms\/images\/LEGISLATION\/PRINCIPAL\/1999\/1999-0015\/1999-0015_2025 Revision.pdf","storage_path":"\/Users\/q\/kyleg-data\/pristine\/PRINCIPAL\/1999\/1999-0015\/1999-0015_2025 Revision.pdf","content_md5":"279b1d36cc256a254bda0d788c5d211a","byte_size":"503192","http_last_modified":null,"fetched_at":"2026-06-21 23:09:34.312536+00"},{"file_id":"1260","expr_id":"630","kind":"working_pdf","filename":"1999-0015_2025 Revision.pdf","source_url":"\/cms\/images\/LEGISLATION\/PRINCIPAL\/1999\/1999-0015\/1999-0015_2025 Revision.pdf","storage_path":"\/Users\/q\/kyleg-data\/working\/PRINCIPAL\/1999\/1999-0015\/1999-0015_2025 Revision.pdf","content_md5":"279b1d36cc256a254bda0d788c5d211a","byte_size":"503192","http_last_modified":null,"fetched_at":"2026-06-21 23:09:34.312536+00"}],"paragraph_count":16,"latest_history":null},"quality":{"expr_id":"630","doc_id":"630","quality_state":"needs_review","quality_score":"84","needs_human_review":"t","deterministic_categories":"{duplicate_text,page_header_footer_noise}","llm_categories":"{truncated_text,other}","repair_actions":"{collapse_duplicate_text,manual_review,reextract_full_text,strip_page_furniture}","finding_severity_counts":"{\"low\": 1, \"medium\": 1}","finding_summary":"Sample shows abrupt truncation of a definition and includes non\u2011legal price note; requires review for completeness and contamination.","assessed_at":"2026-06-22 15:29:44.941456+00","updated_at":"2026-06-22 15:29:44.941456+00"}}