Cayman companies – updates required to register of members
Funds and other vehicles established as Cayman Islands companies may need to update their register of members by 7 February 2020.
A recent amendment to the Cayman Islands Companies Law has added the new requirement that a Cayman company’s register of members must specify, for each category of shares, whether that category of shares carries voting rights and, if it does, whether those voting rights are conditional.
In practice, funds and their managers will need to have a discussion with the person responsible for maintaining the registers (which will usually be the administrator and/or registered officer provider) to ensure that the relevant updates are made.
Each category of shares will need to be analysed to determine how the class should be categorised before making amendments to the registers.
Since voting rights are specifically defined as the right "to vote at general meetings of the entity on all or substantially all matters", shares that only grant their holders the right to vote on limited matters will not be deemed to carry voting rights. Also, a voting right is considered to be conditional where the voting right (which must still be a right to vote at general meetings on all or substantially all matters) arises in certain circumstances (eg following a trigger event).
Companies which were incorporated before 8 August 2019 have until 7 February 2020 to comply with this new requirement; companies incorporated on or after 8 August 2019 have had to comply since 7 November 2019.
Please get in touch with your usual Simmons & Simmons contact if you would like more information.
