Amendment Tracking
Companies Act — Changes
Visual diff of amendments between annual revisions, with redlining.
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Amendment Diff
2025 Revision → 2026 Revision
2 added2 removed206 modified
Revision History — Select a period
s.1Short title
MODIFIEDThis Act may be cited as the Companies Act (20 2 6 Revision) .
s.2Definitions and interpretation
MODIFIED( 1 ) In this Act — “ Authority ” means the Cayman Islands Monetary Authority established under section 5(1) of the Monetary Authority Act ( 20 20 Revision ) and includes a person acting under the Authority ’ s authorisation; “ bearer share ” means a share in the capital of any company incorporated in the Islands which — ( a ) is represented by a certificate that does not record the owner ’ s name; and ( b ) is transferable by delivery of the certificate; “ Cayman Islands exempted limited partnership ” means an exempted limited p artnership registered in accordance with section 9 of the Exempt ed Limited Partnership Act (2021 Revision) ; “ Cayman Islands Stock Exchange ” means the Cayman Islands Stock Exchange Company incorporated under section 4 of the Stock Exchange Company Act (2014 Revision) ; Section 2 Companies Act (2026 Revision) Page 16 Revised as at 1st January, 2026 c “ certified translator ” means a person whose interpretation or translation competence has been tested and approved by a professional association or governmental body or any other person determined by the Registrar; “ Court ” means the Grand Court of the Cayman Islands; “ company ” except where the context excludes exempted companies, means a company formed and registered under this Act or an existing company; “ currency ” includes the ECU and any unit of account used at any time by the European M onetary Fund; “ dual foreign name ” means an additional name in any language not utilising the Roman alphabet, utilising any letters, characters, script, accents and other diacritical marks, and which does not have to be a translation or transliteration of t he name in the Roman alphabet; “ ECU ” or “ European Currency Unit ” means the former currency basket, which was replaced by the euro on 1st January, 1999, that was, from time to time, used as the unit of account of the European Community as defined in Europea n Council Regulation No. 3320/94 ; “ euro ” means the common currency of participating member states of the European Union that adopt a single currency in accordance with the Treaty as defined in European Council Regulation No. 974/98 ; “ exempted company ” mean s a company registered as an exempted company under sectio n 164 ; “ exempted limited duration company ” means an exempted company registered as an exempted limited duration company under sectio n 179 ; “ existing company ” means a company which, prior to the 1st December, 1961, has been incorporated and its memorandum of association recorded in the Islands pursuant to the laws relating to companies then in force in the Islands; “ high net worth person ” has t he meaning assigned by section 2 of the Securities Investment Business Act (2020 Revision) ; “ Insolvency Rules Committee ” means the committee established in accordance with sectio n 154 ; “ Judge ” means a Judge of the Grand Court; “ name ”, when relating to the name of a company, means a name in the Roman alphabet or Arabic numerals; “ non - resident company ” bears the meaning ascribed to that term in section 2(1) of the Loc al Companies (Control) Act ( 20 25 Revision ) ; “ officer ” in relation to a company, includes a manager or secretary; “ ordinary non - resident company ” means a company designated by the Financial Secretary as a non - resident company in accordance with section 2(3) of the Local Companies (Control) Act (20 25 Revision) ; Companies Act (2026 Revision) Section 2 c Revised as at 1st January, 2026 Page 17 “ ordinary resident company ” means a company which carries on business in the Islands in accordance with section 2(2) of the Local Companies (Control) Act (20 25 Revision) ; “ overseas company ” means a company, body corporate or corporate entity existing under the laws of a jurisdictio n outside the Islands; “ public notice ” means a public notice (whether in digital form or not) affixed by the Registrar at such place as may be determined, from time to time, by the Registrar; “ Registrar ” means the Registrar of Companies appointed under sec tio n 3 and includes, where appropriate, the Deputy Registrar of Companies; “ regulated business ” means a business which is required to be lic ensed under one or other of the regulatory laws; “ regulatory laws ” means any one or more of the following — ( a ) B anks and Trust Companies Act ( 202 5 Revision ) ; ( b ) Building Societies Act ( 2020 Revision ) ; ( c ) Companies Management Act ( 202 5 Revision ) ; ( d ) Cooperative Societies Act ( 2020 Revision ) ; ( e ) Insurance Act , 2010 [ Law 32 of 2010 ] ; ( f ) Money Services Act ( 2020 Revision ) ; ( g ) Mutual Funds Act ( 202 5 Revision ) ; ( h ) Securiti es Investment Business Act ( 2020 Revision ) ; (i) Development Bank Act (2018 Revision); (j) Directors Registration and Licensing Act , 2014 ; and (k) Private Funds Act (2021 Revision) , and any other laws that may be prescribed by the Cabinet by regulations made under section 46 of the Monetary Aut hority Act ( 2020 Revision ) ; “ solvency statement ” means a statement made in the prescribed form to the effect that a full enquiry into the company’s affairs has been made and to the best of the directors’ knowledge and belief the company will be able to pay its debts as they fall due in the ordinary course of business commencing on the date of the statement; “ sophisticated person ” has the meaning assigned by section 2 of the Securities Investment Business Act (2020 Revision) ; “ special resolution ” means a special resolution as defined in sectio n 60 ; “ special economic zone business ” means any type of business authorised to be carried o n in a special economic zone pursuant to any Law in force in the Islands; Section 2 Companies Act (2026 Revision) Page 18 Revised as at 1st January, 2026 c “ special economic zone company ” means an exempted company that is registered as such under sectio n 182A ; “ translated name ” means a translation or transliteration of an exempted company ’ s dual foreign name into the English language provided by either a person licensed to provide suc h company ’ s registered office in the Cayman Islands or a certified translator (together with a statement in the prescribed form as to the foreign language in which such dual foreign name is written); and “ Treaty ” means the Treaty on European Union signed i n Maastricht on 7th February, 1992, as amended by the Treaty of Amsterdam amending the Treaty on European Union, signed in Amsterdam on 2nd October, 1997, the Treaty of Nice and the Convention on the Future of Europe, s igned in Nice on 26th February, 2001 and the Treaty of Lisbon amending the Treaty on European Union, signed in Lisbon on 13th December, 2007. ( 2 ) Where, in this Act , it is provided that a company and every officer of the company who is in default shall be liable to a default fine, the company and every such officer shall, for every day during which the default, refusal or contravention continues, be liable to a fine of ten dollars. ( 3 ) In this Act , where it provides that an officer of a company who is in default shall be liable to a default fine, the expression “ officer who is in default ” means any officer of the company who knowingly and wilfully authorises or permits the default, refusal or contravention mentioned in the enactment. ( 4 ) For the purposes of this Act “ paid up ” or “ fully paid ” means, in the case of shares with a nominal or par value, paid up or fully paid as to nominal or par value only and, in the case of shares without nominal or par value, means paid up or fully paid up as to the issue price. ( 5 ) For the purposes of this Act “ carry on business in the Islands ” shall be construed in accordance with the Local Companies Control Act ( 20 25 Revision ) . (6) For the purpose of this Act, “ public in the Islands ” does not include — (a) a sophisticated person; (b) a high net worth pers on; (c) a person specified in paragraph 3 of
s.4Signature of Registrar
MODIFIED( 1 ) Any document purporting to bear the signature of the Registrar or of an officer authorised in accordance with section 3(2) shall be deemed, until the contrary is proved, to have been duly given, made or issued by the authority of the Registrar. ( 2 ) In subsection (1) — “ signature ” includes a facsimile of a signature however reproduced and a digital signature.
s.6Mode of limiting liability of members
MODIFIEDThe liability of the members of a company formed under this Act may, according to the memorandum of association, be limited either to the amount, if any, unpaid on the shares respectively held by them, or to such amount as the members may respectively undertake by the memorandum of association to contribute to the assets of the company in the event of its being wound up . Section 7 Companies Act (2026 Revision) Page 20 Revised as at 1st January, 2026 c
s.7Memorandum of association
MODIFIED( 1 ) The memorandum of association shall, subject to subsections (2), (3) and (4) and to section s 8 an d 9 , contain — ( a ) the name of the proposed company which in the case of an exempted company, may be preceded by or followed with a dual foreign name, with the addition, in the case of any company not being an exempted company or a company formed on the principle of hav ing no limit placed on the liability of its members, in this Act referred to as an “unlimited company”, of the word “Limited” or the abbreviation “Ltd.” as the last word in such name; and ( b ) the part of the Islands in which the registered office of the co mpany is proposed to be situate. ( 2 ) No subscriber shall take less than one share. ( 3 ) Each subscriber of the memorandum of association shall write opposite to that su b scriber’s name the number of shares that person takes. ( 4 ) The memorandum of association may specify objects for which the proposed company is to be established and may provide that the business of the company shall be restricted to the furtherance of the specified objects. If no objects are specified or if objects are specified but the busin ess of the company is not restricted to the furtherance of those objects, then the company shall have full power and the authority to carry out any object not prohibited by this or any other Law.
s.8Company limited by shares
MODIFIED( 1 ) Subject to subsection (2), where a company is formed on the principle of having the liability of its members limited to the amount unpaid on their shares, in this Act referred to as a company limited by shares, the memorandum of association shall also contain — ( a ) a declaratio n that the liability of its members is limited; and ( b ) the amount of capital with which it proposes to be registered, divided into shares of a certain fixed amount to be also therein specified: Provided that the capital with which an exempted company prop oses to be registered may be divided into shares without nominal or par value in which case the memorandum of association shall contain the amount of the aggregate consideration for which such shares may be issued: Provided further that no exempted company shall divide its capital into both shares of a fixed amount and shares without nominal or par value. ( 2 ) Where the capital of such a company is divided into shares of more than one class, the memorandum of association may contain a declaration that in a Companies Act (2026 Revision) Section 9 c Revised as at 1st January, 2026 Page 21 w inding up of the company the liability of members holding the shares of a particular class shall be unlimited. ( 3 ) The capital, fixed amount of shares and aggregate consideration referred to in subsection (1) may be expressed, and subscribed for, in any on e or more currencies. ( 4 ) No authorisation or issue, or purported authorisation or issue, by an exempted company of any share without nominal or par value shall, if that company has its capital divided into such shares only, be invalid only by reason of th e fact it was authorised or issued, or purportedly authorised or issued, prior to the 20th November, 1989.
s.9Company limited by guarantee
MODIFIED( 1 ) Subject to subsection (2), where a company is formed on the principle of having the liability of its members limited to such amount as the members respectively undertake to contribute to the assets of the company in the event of the same being wound up, (in this Act referred to as a company limited by guarantee), the memorandum of association shall also contain a declaration that each member undertakes to contribute to the assets of the company, in the event of the same being wound up during the time that that person is a member, or within one year afterwards, for payment of the debts and liabilities of the compa ny contracted before the time at which that person ceases to be a member, and of the costs, charges and expenses of the winding up of the company, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required , not exceeding a specific amount to be therein named. ( 2 ) Where such a company has more than one class of member, the memorandum of association may contain a declaration that in a winding up of the company the amount of the undertaking of the members of a particular class shall be unlimited. ( 3 ) A company limited by guarantee may have a share capital.
s.10Memorandum of association may be altered
MODIFIEDSubject to sectio n 13 , a company may, by special resolution, alter its memorandum of association with respect to any objects, powers or other matters specified therein.
s.11Address of registered office may be changed
MODIFIED( 1 ) A company may, by resolution of the directors, change the address of the registered office of the company to another address in the Islands, and shall, within thirty days from the date on which the resolution is made, file with the Regi strar a certified copy of the resolution of the directors authorising the change together with the prescribed amendment fee. Section 12 Companies Act (2026 Revision) Page 22 Revised as at 1st January, 2026 c ( 2 ) Until subsection (1) is complied with, the company shall not be deemed to have complied with this Act with respect to having a registered office.
s.12Signature and effect of memorandum of association
MODIFIEDThe memorandum of association shall be signed by each subscriber in the presence of and be attested by at least one witness. It shall, when registered, bind the company and the members thereof to the same extent as if each member had subscribed that person’s name and affixed that person’s seal thereto and there were in the memorandum contained on the part of that person , that person’s heirs, executors and administrators, a covena nt to observe all the conditions of such memorandum, subject to this Act , and all monies payable by any member to the company under such memorandum shall be deemed to be a debt due from such member to the company.
s.13Power of company limited by shares t o alter its share capital
MODIFIED( 1 ) A company limited by shares or a company limited by guarantee and having a share capital, if so authorised by its articles, may alter the conditions of its memorandum to — ( a ) increase its share capital by new shares of su ch amount as it thinks expedient: Provided that an exempted company having no shares of a fixed amount may increase its share capital by such number of shares without nominal or par value, or may increase the aggregate consideration for which such shares m ay be issued, as it thinks expedient; ( b ) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; ( c ) convert all or any of its paid - up shares into stock, and reconvert that stock into paid - up shares of any denomination; ( d ) subdivide its shares or any of them, into shares of an amount smaller than that fixed by the memorandum, so, however, that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived; and ( e ) cancel shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the a mount of its share capital by the amount of the shares so cancelled or, in the case of shares without nominal or par value, diminish the number of shares into which its capital is divided. ( 1A ) Paragraphs (b), (c) and (d) shall have no application to share s without nominal or par value. ( 2 ) The powers conferred by subsection (1) may not be exercised except by a resolution of the members of the company. Companies Act (2026 Revision) Section 13 c Revised as at 1st January, 2026 Page 23 ( 3 ) If a currency in which any of the capital of a company limited by shares or by guarantee is replaced by the euro, the provisions of the company ’ s memorandum of association and articles of association shall automatically be altered so as to re - denominate in euros the capital that is denominated in the replaced currency, at the conversion rate specified in, or otherwise calculated in accordance with, the relevant regulations adopted by the Council of the European Union, and the company, by resolution of the directors, may — ( a ) take such action to round up or down the euro nominal or par value of each share in the company or the euro guarantee amount to such multiple of the euro as the directors may deem appropriate; ( b ) notwithstanding the requirement for a special resolution in sectio n 31 , if the name of the company includes a reference to a currency replaced by the euro, or an abbreviation thereof — ( i ) alter the name of the company to delete the reference or to substitute the referen ce with a reference to the euro or an abbreviation thereof; and ( ii ) add such further distinguishing wording as the directors consider appropriate; and ( c ) if the memorandum of association or articles of association of the company include a reference or re ferences to a currency replaced by the euro, alter any or all such references in either or both of the memorandum of association and the articles of association by substituting such references with references to the euro or an abbreviation thereof. ( 4 ) A c ompany may, by resolution of the directors, reverse or vary the re - denomination of currency or any other action taken under subsection (3). ( 5 ) A copy of any resolution passed under subsection (3) or (4) shall be forwarded to the Registrar within fifteen d ays and shall be recorded by that person . ( 6 ) A cancellation of shares or a rounding down of the nominal or par value of shares under this section shall not be deemed to be a reduction of share capital within the meaning of this Act . ( 7 ) If any action is t aken by the company under paragraph (a) of subsection (3) to — ( a ) round up the euro nominal or par value of any issued share in the company, then an amount equal to the increase in nominal or par value of that share shall be transferred from the share pre mium account or from the profit and loss account (as the directors shall, in their discretion, determine) and shall thereafter be deemed to be and treated as paid up share capital of the company; or ( b ) round down the euro nominal or par value of any issue d share in the company, then an amount equal to the decrease in the nominal or par value Section 14 Companies Act (2026 Revision) Page 24 Revised as at 1st January, 2026 c of that share shall be transferred from the paid up share capital of the company to the share premium account and shall thereafter be deemed to be and treated as share premium for the purposes of this Act .
s.14Registration of solvency statement and minute of reduction
MODIFIED( 1 ) Where a reduction of capital is supported by a solvency statement under section 14A, the company shall w ithin fifteen days after the special resolution for reducing share capital is passed, deliver to the Registrar — (a) a copy of the solvency statement; and (b) a minute showing in respect of the company, the information specified in subsection (2). (2) The minute referred to under subsection (1)(b) shall state with respect to the company’s reduction of capital by the special resolution for reducing share capital — (a) the amount of share capital of the company; (b) the number of shares into which the share capital is to be divided and the amount of each share; and (c) the amount, if any, deemed to be paid up on each share. (3) The Registrar, on receipt of the copy of the solvency statement and the minute in accor dance with subsections (1) and (2), shall — (a) register the solvency statement made under section 14A and the minute; and (b) issue to the company, a certificate stating that the solvency statement made under section 14A and the minute have been regis tered. (4) The Registrar shall publish by notice in the Gazette the registration of the solvency statement made under section 14A and the minute. (5) Where a company fails to deliver the items required under subsection (1) to the Registrar within fifte en days after the passing of the special resolution for reducing share capital, the Registrar shall not register the items. (6) Where the Registrar, in accordance with subsection (5), does not register the items, the company may apply to the Court, by wa y of petition, for an order confirming the reduction of share capital under section 15(1). (7) A certificate issued under subsection (3)(b) shall be conclusive evidence that all the requirements of this Act with respect to reduction of share capital have been complied with and that the share capital of the company is as stated in the minute. (8) The minute, when registered under subsection (3)(a), shall be deemed to be substituted for the corresponding part of the memorandum of association and shall be valid and alterable as if it had been contained in the memorandum of association on the effective date of the reduction of capital. Section 15 Companies Act (2026 Revision) Page 26 Revised as at 1st January, 2026 c (9) The special resolution for reducing share capital shall take effect on the date of registration of the solvency statem ent made under section 14A and the minute.
s.15Application to court for confirming order, objections by creditors
MODIFIED( 1 ) Where a company has passed a special resolution for reducing share capital, it may apply by petition to the Court for an order confi rming the reduction. ( 2 ) Where the proposed reduction of share capital involves either diminution of liability in respect of unpaid share capital or the payment to any shareholder of any paid - up share capital, and, in any other case, if the Court so direct s, subject to subsection (3), the following shall have effect — ( a ) every creditor of the company who at the date fixed by the Court is entitled to any debt or claim which, if that date were the commencement of the winding up of the company, would be admis sible in proof against the company, shall be entitled to object to the reduction; ( b ) the Court shall settle a list of creditors so entitled to object, and for that purpose shall ascertain as far as possible without requiring an application from any credit or, the names of those creditors and the nature and amount of their debts or claims, and may publish notices fixing a day or period on or within which creditors not entered on the list are to claim to be so entered or are to be excluded from the right of o bjecting to the reduction; and ( c ) where a creditor entered on the list whose debt or claim is not discharged or has not determined does not consent to the reduction, the Court may, if it thinks fit, dispense with the consent of that creditor, on the compa ny securing payment of that person’s debt or claim by appropriating as the Court may direct, the following amount — ( i ) if the company admits the full amount of the debt or claim, or, though not admitting it, is willing to provide for it, then the full amo unt of the debt or claim; or ( ii ) if the company does not admit and is not willing to provide for the full amount of the debt or claim, or, if the amount is contingent or not ascertained, then an amount fixed by the Court after the like enquiry and adjudic ation as if the company were being wound up by the Court. ( 3 ) Where a proposed reduction of share capital involves either the diminution of any liability in respect of unpaid share capital or the payment to any shareholder of any paid - up share capital the Court may, if having regard to any special circumstances of the case it thinks proper so to do, direct that subsection (2) shall not apply as regards any class or any classes of creditors. Companies Act (2026 Revision) Section 16 c Revised as at 1st January, 2026 Page 27
s.16Order confirming reduction and powers of Court on making such order
MODIFIED( 1 ) The Court, if satisfied with respect to every creditor of the company who under sectio n 15 is entitled to object to the reduction, that either that person’s consent to the reduction has been obtained or that person’s debt or claim has been discharged or ha s determined, or has been secured, may make an order confirming the reduction on such terms and conditions as it thinks fit. ( 2 ) Where the Court makes any such order, it may — ( a ) if for any special reason it thinks proper so to do, direct that the company shall, during such period, commencing on or at any time after the date of the order, as is specified in the order, add to its name as the last word thereof the words “and reduced”; and ( b ) require the company to publish as the Court directs the reasons for reduction or such other information in regard thereto as the Court may think expedient with a view to giving proper information to the public, and, if the court thinks fit, the causes which led to the reduction. ( 3 ) Where a company is ordered to add to its name the words “and reduced”, those words shall, until the expiration of the period specified in the order, be deemed to be part of the name of the company.
s.17Registration of order and minute of reduction
MODIFIED( 1 ) The Registrar, on delivery to that person of a copy of an order of the Court confirming the reduction of the share capital of a company, and of a minute approved by the Court, showing, with respect to the share capital of the company as altered by the order, the amount of the share capital , the number of shares into which it is to be divided and the amount of each share, and the amount, if any, at the date of the registration of the order and minute deemed to be paid up on each share, shall register the order and minute. ( 2 ) On the registra tion of the order and minute, and not earlier, the special resolution for reducing share capital as confirmed by the order so registered shall take effect. ( 3 ) Notice of the registration shall be published in such manner as the Court may direct. ( 4 ) The Re gistrar shall certify under that person’s hand the registration of the order and minute, and that person’s certificate shall be conclusive evidence that all the requirements of this Act with respect to reduction of share capital have been complied with, an d that the share capital of the company is such as is stated in the minute. ( 5 ) The minute, when registered, shall be deemed to be substituted for the corresponding part of the memorandum, and shall be valid and alterable as if it had been originally conta ined therein. Section 18 Companies Act (2026 Revision) Page 28 Revised as at 1st January, 2026 c
s.18Liability of members in respect of reduced shares
NEW( 1 ) In the case of a reduction of share capital, a member of the company, past or present, shall not be liable in respect of any share to any call or contribution exceeding in amount the difference, if any, between the amount of the share as fixed by the minute and the amount paid or the reduced amount, if any, which is to be deemed to have been paid on the shares, as the case may be: Provided that , if any, creditor entitled in respect of any debt or claim to object to the reduction of share capital is, by reason of that person’s ignorance of the proceedings for reduction or of their nature and effect with respect to that person’s claim, not entered on the list of creditors, and after the reduction the company is unable, within the meaning of this Act with respect to winding up by the Court, to pay the amount of that person’s debt or claim, then — ( a ) every person who was a member of the company at th e date of the registration of the order for reduction and minute shall be liable to contribute for the payment of that debt or claim an amount not exceeding the amount which that person would have been liable to contribute if the company had commenced to b e wound up on the day before the said date; and ( b ) if the company is wound up, the Court, on the application of any such creditor and proof of that person’s ignorance as aforesaid, may if it thinks fit, settle accordingly a list of persons so liable to co ntribute, and make and enforce calls and orders on the contributories in a winding up. ( 2 ) Nothing in this section shall affect the rights of the contributories among themselves.
s.19Penalty for concealment of names of creditors
MODIFIEDA person who, being a director, manager, secretary or other officer of the company — ( a ) wilfully conceals the name of any creditor entitled to object to the reduction; ( b ) wilfully misrepresents the nature or amount of the debt or claim of any creditor; or ( c ) aids, abets or is privy to any such concealment or misrepresentation as aforesaid, commits an offence and is liable on summary conviction to a fine of five thousand dollars or to imprisonment for a term of one year, or to both. Companies Act (2026 Revision) Section 20 c Revised as at 1st January, 2026 Page 29
s.20Articles prescribing regulations for companies
MODIFIEDThere may, in the case of a company limited by shares, and there shall, in the case of a company limited by guarantee or unlimited, be registered with the memorandum, articles of association signed by the subscribers to the memorandum and pre scribing regulations for the company. 21. Regulations required in case of unlimited company or company limited by guarantee 21 . ( 1 ) In the case of an unlimited company the articles must state the number of members with which the company proposes to be re gistered and, if the company has a share capital, the amount of share capital with which the company proposes to be registered. ( 2 ) In the case of a company limited by guarantee, the articles must state the number of members with which the company proposes to be registered.
s.23Printing, stamping and signature of articles
MODIFIEDArticles shall — ( a ) be divided into paragraphs numbered consecutively; ( b ) bear the same stamp as if they were contained in a deed; and ( c ) save as o therwise provided in section 25 (2), be signed by each subscriber of the memorandum of association or each e xisting member, as the case may be , in the presence of at least one witness who shall attest the signature, and that attestation shall be sufficient.
s.24Alteration of articles by special resolution
MODIFIED( 1 ) Subject to this Act and to the conditions contained in its memorandum, a company m ay, by special resolution, alter or add to its articles. ( 2 ) Any alteration or addition so made in the articles shall, subject to this Act , be as valid as if originally contained therein, and be subject in like manner to alteration by special resolution. Section 25 Companies Act (2026 Revision) Page 30 Revised as at 1st January, 2026 c 2 5. Adoption and effect of articles of association 25 . ( 1 ) If the memorandum of association is accompanied by articles of association the articles shall be signed by each subscriber to the memorandum in the presence of and be attested by at least one witn ess. ( 2 ) If the memorandum of association is not accompanied by articles of association, the company may, subject to the conditions contained in the memorandum of association, adopt articles of association which shall be signed by each existing member of t he company in the presence of and be attested by at least one witness, or may, by passing a special resolution under sectio n 60 , adopt articles of association. ( 3 ) When registered the said articles of association shall bind the company and the members thereof to the same extent as if each member had subscribed that person’s name and affixed that person’s seal thereto, and there were in such articles contained a covenant on the part of that person , that person’s heirs, executors and administrators to conform to all the regulations contained in such articles subject to this Act ; and all monies payable by any member to the company in pursuance of the conditions or regulations shall be deemed to be a debt due from such member to the company. General Provisions
s.25Adoption and effect of articles of association
REMOVED( 1 ) If the memorandum of association is accompanied by articles of association the articles shall be signed by each subscriber to the memorandum in the presence of and be attested by at least one witness. ( 2 ) If the memorandum of association is not accompanied by articles of association, the company may, subj ect to the conditions contained in the memorandum of association, adopt articles of association which shall be signed by each existing member of the company in the presence of and be attested by at least one witness, or may, by passing a special resolution under sectio n 60 , adopt articles of association. ( 3 ) When registered the said articles of association shall bind the company and the members thereof to the same extent as if each member had subscribed that person’s name and affixed that person’s seal thereto, and there were in such articles contained a covenant on the part of that person , that person’s heirs, executors and administrators to conform to all the regulations contained in such articles subject to this Act ; and all monies payable by any member to the company in pursuance of the conditions or regulations shall be deemed to be a debt du e from such member to the company. General Provisions
s.26Registrar to provide information
MODIFIED( 1 ) The Regis trar shall, upon request in writing by an entity under subsection (2), provide any information required to discharge any function or exercise any power, under the following Acts — ( a ) the Anti - Corruption Act ( 20 19 Revision ); ( b ) the Monetar y Authority Act (2020 Revision) ; ( c ) the Proceeds of Crime Act ( 202 5 Revision ); ( d ) the Tax Information Authority Act ( 20 21 Revision ); ( 2 ) For the purposes of subsection (1), the following entities may request information from the Registrar — ( a ) the Anti - Corruption Commission established under section 3 of the Anti - Corruption Act ( 2019 Revision ) ; ( b ) the Authority; (ba) the Customs and Border Control Service established under section 3 of the Customs and Border Control Act (202 4 Revision) ; ( c ) the Financial Crimes Unit of the Royal Cayman Islands Police Service; ( d ) the Financial Reporting Authority, as defined under section 2 of the Proceeds of Crime Act ( 20 2 5 Revision ); ( e ) the Tax Information Authority, designated under section 4 of the Tax Information Authority Act ( 2021 Revision ) ; or ( f ) a competent authority as defined under section 2(1) of the Proceeds of Crime Act (202 5 Revision) . ( 3 ) Where a request for information is made under subsection (1), the information shall be provided within forty - eight hours of re ceipt of the request. ( 4 ) The recipient of any information provided by the Registrar under this section shall — ( a ) use the information for the purpose for which it was provided; ( b ) retain the information for as long as is necessary to carry out the purpose for which it was provided; and ( c ) not disclose the information for any purpose other than the purpose for which it was provided, without the consent of the Registrar. Section 27 Companies Act (2026 Revision) Page 32 Revised as at 1st January, 2026 c
s.27Consequences of incorporation
MODIFIED( 1 ) Upon the filing of the memorandum of association a company shall be deemed to be registered, and the Registrar shall issue a certificate under that person’s hand and seal of office that the company is incorporated with effect from the date of the registration of the memorandum of association and, in the case of a limited company, that the company is limited. ( 2 ) From the date of incorporation, the subscribers of the memorandum of association, together with such other persons as may, from time to time, become members of the company, shall be a body corporate by the name contained in the memorandum of association, capable forthwith of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, and having perpetual succession with power to hold lands but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is provided in this Act . This subsection applies to companies incorporated before, on or after the 18th January, 1988. ( 3 ) A certificate of incorporation of a company issued under this Act shall be conclusive evidence that compliance has been made with all the requirements of this Act in respect of incorporation and registration. ( 4 ) Every copy of a memorandum or art icles of association filed and registered in accordance with this Act or any extract therefrom certified under the hand and seal of office of the Registrar as a true copy shall be received in evidence in any court of the Islands without further proof.
s.28Lack of capacity or power; ultra vires
MODIFIED( 1 ) No act of a company and no disposition of real or personal property to or by a company shall be invalid by reason only of the fact that the company was without capacity or power to perform the act or to disp ose of or receive the property, but the lack of capacity or power may be asserted — ( a ) in proceedings by a member or a director against the company to prohibit the performance of any act, or the disposition of real or personal property by or to the compan y; and ( b ) in proceedings by the company, whether acting directly or through a liquidator or other legal representative or through members of the company in a representative capacity, against the incumbent or former officers or directors of the company for loss or damage through their unauthorised act. ( 2 ) This section applies to companies incorporated before, on or after the 18th day of January, 1988. Companies Act (2026 Revision) Section 29 c Revised as at 1st January, 2026 Page 33
s.29Name reservation
MODIFIED( 1 ) A person (“applicant”) may apply to reserve a specified name by — (a) filing with the Registrar (including by permitted electronic means) an application executed b y the applicant specifying the name to be reserved and the name and address of the applicant; and (b) paying the prescribed application fee. (2) If, on an application made under subsection (1), the Registrar finds that the name is available for use by a company, the Registrar may reserve the name for exclusive use by the applicant for a period of up to four months. (3) On or before the expiry of the period for name reservation under subsection (2), the applicant may make further successive applications p ursuant to subsection (2) to reserve the specified name.
s.30Restrictions on registration of certain names
MODIFIED( 1 ) No company shall be registered by a name which — ( a ) is identical with a name by which a company in existence is already registered or any translated name entered on the register of companies, or so nearly resembles such name or translated name so as to be calculated to deceive, except where the company in existence is in the course of being dissolved and signified its consent in such manner as the Registrar requires; ( b ) contains the words “Chamber of Commerce” unless the company is a company which is to be registered under a licence granted by the Registrar under sectio n 80 without the addition of the word “Limited” or the abbreviation “Ltd.” to its name; or ( c ) contains the words “building society”. ( 2 ) Except with the consent of the Regis trar, no company shall be registered by a name which — ( a ) contains the words “royal”, “imperial” or “empire” or in the opinion of the Registrar suggests, or is calculated to suggest the patronage of His Majesty Section 31 Companies Act (2026 Revision) Page 34 Revised as at 1st January, 2026 c or of any member of the Roy al Family or connection with His Majesty ’ s Government or any department thereof in the United Kingdom or elsewhere; ( b ) contains the words “municipal” or “chartered” or any words which in the opinion of the Registrar suggest, or are calculated to suggest, connection wi th any public board or other local authority or with any society or body incorporated by Royal Charter; ( c ) contains the words “co - operative”, “assurance”, “bank”, “insurance”, or any similar word which in the opinion of the Registrar connotes any of such activities or any derivative of any of such four words or of such similar words, whether in English or in any other language, or in the opinion of the Registrar suggests or is calculated to suggest any of such activities; or ( d ) contains the word “gaming” or “lottery” or any similar word which in the opinion of the Registrar connotes any such activity or any derivative of such words or of such similar word, whether in English or in any other language, or in the opinion of the Registrar suggests or is calcul ated to suggest any such activity. ( 3 ) A company that is not an exempted limited duration company shall not be registered by a name which includes at its end “Limited Duration Company” or “LDC”. ( 3A ) A company that is not a special economic zone company sh all not be registered by a name which includes the words “Special Economic Zone Company” or the letters “SEZC”. ( 4 ) The provisions of the regulatory laws shall apply to any translated name as if it were the name of the company and a company shall not have a translated name which is a name — ( a ) prohibited under any regulatory laws; or ( b ) which requires approval or permission under any regulatory laws unless such approval or permission as is necessary for the use of such name under the relevant regulatory laws has first been obtained. ( 5 ) A company ’ s dual foreign name shall only be entered on the register of companies if its translated name conforms with the provisions of this section and if it does not so conform then such dual foreign name and such transl ated name shall not be entered on the register of companies.
s.31Change of name
MODIFIED( 1 ) Any company may, by special resolution, change its name and, in the case of an exempted company, may adopt a dual foreign name or change its dual foreign name, if any , and any dual foreign name shall precede or follow its name. Companies Act (2026 Revision) Section 32 c Revised as at 1st January, 2026 Page 35 ( 2 ) Where a company changes its name or its dual foreign name, the Registrar, on receiving the special resolution authorising the same and, in the case of a company changing its dual foreign nam e, receiving its translated name together with the fees provided under section 199(1) , and on being satisfied that the change of name conforms with sectio n 30 , shall enter the new name and, if applicable, the new translated name on the register in place of the former name and lodge the special resolution for record and shall issue a certificate of incorp oration altered to meet the circumstances of the case. ( 3 ) If, through inadvertence or otherwise, a company on its first registration or on its registration by a new name or new translated name is registered by a name or a translated name which in any way contravenes section 30 or which, in the opinion of the Registrar, is misleading or undesirable, then the company may, with the sanction of the Registrar, change its name or its translated name as the case may be and shall, if the Registrar so directs, change its name or translated name within six weeks of the date of such direction or within such longer period as the Registrar may think fit. ( 4 ) A company which defaults in complying with a direction under subsection (3) is liable to a fine of ten dollars for every day during which the default continues.
s.32Company with power to issue bearer shares not to hold land in the Islands
MODIFIED( 1 ) A company which is empowered by any law or by its articles of association to issue bearer shares, certificates or coupons, has no power to hold land in the Islands: Provided that the Minister charged with responsibility for Financial Services may, at that Minister’ s discretion, in the case of an exempt company so empowered that has never issued bearer shares, certificates or coupons, exempt that company in writing from subsection (1) for as long as it does not issue beare r shares, certificates or coupons. ( 2 ) If a company is in breach of subsection (1), section 185(2), (3) and (4) shall apply, mutatis mutandis , to the company as if it were a foreign company which had failed to comply with Part 9 . ( 3 ) In this section — “ hol d land ” means to be the proprietor of a legal or beneficial interest in or claim to, or over immovable property whether freehold or leasehold and includes being the proprietor of a legal or beneficial interest in the equity capital of a company which holds land; and “ equity capital ” with respect to a company includes shares, stock and scrip whether registered, inscribed or bearer which (other than by way of a fixed and predetermined right to interest and repayment of subscribed capital at par) entitles the owner to any variable right of participation in the profits of the Section 33 Companies Act (2026 Revision) Page 36 Revised as at 1st January, 2026 c company whether by way of dividend, bonus or conversion, or to share in the distribution of the assets of the company upon a winding up.
s.33Share or interest in company to be personalty
MODIFIED( 1 ) A share or other interest of a member in a company — ( a ) is personal estate and not of the nature of real estate; and ( b ) is capable of being transferred if — ( i ) a transfer is expressly or impliedly permitted by the regulations of the company; and ( ii ) any restriction or condition on the transfer of the shares or interest set out in the regulations of the company is observed. ( 2 ) The shar es in a company having a capital divided into shares must each be distinguished by an appropriate number except that if, at any time — ( a ) all the issued shares in the company; or ( b ) all the issued shares in the company of a particular class, are fully paid up and rank pari passu for all purposes, none of those shares need thereafter have a distinguishing number so long as it remains fully paid up and ranks pari passu for all purposes with all the shares in the company or all the shares of the particular class of shares, as the case may be, for the time being issued and fully paid up. ( 3 ) A company limited by shares, or a company limited by guarantee and having a share capital, if so authorised by its articles, may issue fractions of a share and , unless and to the extent otherwise provided in its articles, a fraction of a share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contribution, calls or otherwise howsoever) , limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a whole share of the same class of shares; and in this Act the expression “ share ” includes a fraction of a share and no issue or purported issue of a fract ion of a share shall be invalid by reason only of the fact that it was issued or purportedly issued prior to the 30th September, 1985. ( 4 ) The nominal or par value of a share may be expressed in an amount which is a fraction or a percentage of the lowest a vailable unit of legal tender of the currency in which the capital of the company is expressed. Companies Act (2026 Revision) Section 34 c Revised as at 1st January, 2026 Page 37
s.34Share premium account
MODIFIED( 1 ) Where a company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount of the value of the premiums on those shares shall be transferred to an account called “the share premium account”. Where a company issues shares without nominal or par value, the consideration received shall be paid up share capital of the company. ( 2 ) The share premi um account may be applied by the company subject to the provisions, if any, of its memorandum or articles of association in such manner as the company may, from time to time, determine including, but without limitation — ( a ) paying distributions or dividen ds to members; ( b ) paying up unissued shares of the company to be issued to members as fully paid bonus shares; ( c ) any manner provided in sectio n 37 ; ( d ) writing off the preliminary expenses of the company; and ( e ) writing off the expenses of, or the commission paid or discount allowed on, any issue of shares or debentures of the company. Provided that no distribution or dividend may be paid to members out of the share premium account unless, immediately following the date on which the distribution or dividend is proposed to be paid, the company shall be able to pay its debts as they fall due in the ordi nary course of business; and the company and any director or manager thereof who knowingly and wilfully authorises or permits any distribution or dividend to be paid in contravention of the foregoing provision commits an offence and is liable on summary co nviction to a fine of fifteen thousand dollars and to imprisonment for five years. ( 3 ) Where a company had, before the 18th day of January, 1988, issued any shares at a premium, this section shall apply as if the shares had been issued after such date. ( 4 ) At the option of the company, subsection (1) shall not apply to premiums on shares of a company allotted in pursuance of any arrangement in consideration for the acquisition or cancellation of shares in any other company, whether a company within the mean ing of this Act or not, and issued at a premium. ( 5 ) At the option of the company, an amount corresponding to any amount representing the premiums or part of the premiums on shares issued by a company which, by virtue of subsection (4), is not included in such company ’ s share premium account may also be disregarded in determining the amount at which any shares or other consideration provided for the shares issued is to be included in such company ’ s balance sheet. ( 6 ) For the purposes of subsection (4) — Section 35 Companies Act (2026 Revision) Page 38 Revised as at 1st January, 2026 c “ ar rangement ” means any agreement, scheme or arrangement, whether of reconstruction, merger, consolidation, take - over, acquisition, purchase or otherwise whereby the allotting company acquires a controlling interest in the company whose shares it acquires or cancels. ( 7 ) The relief allowed by subsections (4) and (5) shall apply even if the issue of shares took place prior to the 18th day of January, 1988.
s.35Power to issue shares at a discount
MODIFIED( 1 ) Subject as provided in this section, it shall be lawful for a company to issue, at a discount, shares in the company of a class already issued: Provided that — ( a ) the issue of the shares at a discount ha s been authorised by resolution of the company, and ha s been sanctioned by the Court; ( b ) the resolution spe cify the maximum rate of discount at which the shares are to be issued; ( c ) not less than one year, at the date of the issue, has elapsed since the date on which the company was entitled to commence business; and ( d ) the shares to be issued at a discount are issued within one month after the date on which the issue is sanctioned by the Court or within such extended time as the Court may allow. ( 2 ) Where a company has passed a resolution authorising the issue of shares at a discount, it may apply to the Cou rt for an order sanctioning the issue, and on any such application the Court, if, having regard to all the circumstances of the case, it thinks proper so to do, may make an order sanctioning the issue on such terms and conditions as it thinks fit. ( 3 ) Ever y prospectus relating to the issue of the shares must contain particulars of the discount allowed on the issue of the shares or of so much of that discount as had not been written off at the date of the issue of the prospectus and if default is made in com plying with this subsection, the company and every officer of the company who is in default is liable to a default fine. ( 4 ) This section does not apply to shares issued, or proposed to be issued, without nominal or par value.
s.36Power of company to pay commissions
MODIFIED( 1 ) A company has the power, and shall be deemed always to have had the power, to pay a commission to any person in consideration of that person subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in the company, or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the company, if the payment of the commission is authorised by the articles of association of the company. Companies Act (2026 Revision) Section 37 c Revised as at 1st January, 2026 Page 39 ( 2 ) Nothing in subsection (1) affe cts the power of a company to pay such brokerage as has previously been lawful. ( 3 ) A vendor to, or promoter of, or other person who receives payment in money or shares from a company has, and is deemed always to have had, power to apply any part of the mo ney or shares so received in payment of any commission, the payment of which, if made directly by the company, would have been lawful under subsection (1).
s.37Surrender of shares
MODIFIED( 1 ) Subject to any express provisions of the company ’ s memorandum or articles of association to the contrary, a company may accept the surrender for no consideration of any fully paid share (including a redeemable share) unless, as a result of the surrender, there would no longer be any issued shares of the company other than shares held as treasury shares. ( 2 ) Subj ect to sectio n 37A , any shares surrendered under subsection (1) shall be treated as cancelled on surrender, and the amount of th e company ’ s issued share capital shall be diminished by the nominal value of those shares accordingly; but the surrender of shares by a member is not to be taken as reducing the amount of the company ’ s authorised share capital. ( 3 ) This section is without prejudice to any right or power of a company arising under this Act or otherwise to accept the surrender of a share (not being a fully paid share) in lieu of forfeiture. Section 38 Companies Act (2026 Revision) Page 46 Revised as at 1st January, 2026 c
s.38Definition of member
MODIFIEDThe subscribers of the memorandum of association of any company shall be deemed to have agreed to become members of the company whose memorandum they have subscribed, and upon the registration of the company shall be entered as members on the register of members hereinafter mentioned, and every other person wh o has agreed to become a member of a company and whose name is entered on the register of members, shall be deemed to be a member of the company.
s.39Transfer by personal representative
MODIFIEDAny transfer of the share or other interest of a deceased member of a company made by that person’s personal representative, shall, notwithstanding that such personal representative may not themselves be a member, be of the same validity as if that person had been a member at the time of the execution of the instrument of transfer.
s.40Transfer and registration of shares in respect of a company with listed shares
MODIFIED( 1 ) Title to l isted shares of a company may, if so authorised by such company ’ s articles of association, or (in the absence of any applicable provisions in the company ’ s articles of association) by a special resolution of such company, be evidenced and transferred in accordance with the laws applicable to and the rules and regulations of the relevant approved stock exchange that are or shall be applicable to such listed shares as referred to or specified in such articles of association or special resolution. ( 2 ) For th e purposes of subsection (1), the laws applicable to an approved stock exchange include, without limitation, the laws of the jurisdiction under which such approved stock exchange is established in so far as they would apply to an entity established under s uch laws which has listed shares on such approved stock exchange. ( 3 ) Any register of members maintained by a company in respect of its listed shares may be kept by recording the particulars required by sectio n 40 in a form otherwise than legible if such recording otherwise complies with the laws applicable to and the rules and regulations of the relevant approved stock exch ange referred to in subsection (1). ( 4 ) To the extent the listed shares register is kept in a form otherwise than legible it must be capable of being reproduced in a legible form. ( 5 ) A company which maintains a listed shares register must also maintain, i n respect of any shares which are not listed shares, a separate register of members in accordance with sectio n 40 . ( 6 ) Re ferences in any enactment or instrument to a company ’ s register of members shall, unless the context otherwise requires, be construed in relation to a company which maintains any listed shares register as referring to each of such company ’ s listed shares r egister and, if any, its non - listed shares register. ( 7 ) For the purposes of this section — “ approved stock exchange ” means a stock exchange listed in
s.41Annual list of members and return of capital, shares, calls, etc.
MODIFIED( 1 ) Every company, other than an exempted company that does not hold a licence to carry on business in the Islands to which sectio n 174 refers , having a capital divided into shares shall make a list of all persons who, on the fourteenth day following the date on which the ordinary general meeting, or if the re is more than one ordinary general meeting in each year, the first of such ordinary general meetings, is held, are members of the company; and such lists shall state the names and addresses of all the members therein mentioned, and the number of shares h eld by each of them, and shall contain a summary specifying the — ( a ) amount of the capital of the company and the number of shares into which it is divided; ( b ) number of shares taken from the commencement of the company up to the date of the summary; ( c ) amount of calls made on each share; ( d ) total amount of calls received: ( e ) total amount of calls unpaid; ( f ) total number of shares forfeited; ( g ) names and addresses of the persons who have ceased to be members since the last list was made, and the numb er of shares held by each of them; ( h ) names and addresses of directors and officers of the company and the po sition or office that they hold; and (i) nature of the business, and this list and summary shall be contained in a separate part of the register of the company and shall be completed within seven days after such fourteenth day as is mentioned in this section, and a copy shall be forwarded to the Registrar in January of each year after the year of its incorporation. ( 2 ) Every company, other than an exempted company, shall, in January of each year after the year of its registration, pay to the Registrar the annual fee specified in Part 2 of
s.42Penalty on company not making return
MODIFIEDAny company, no t being an exempted company, which defaults in forwarding to the Registrar such lists of members or summary or the payment of any fee specified in section 41 (1) and (2) shall incur a penalty of — ( a ) 33.33% of the annual fee specified in sectio n 41 if the documents ar e submitted or the fee and penalty are paid between the 1st April and the 30th June; ( b ) 66.67% of the annual fee specified in section 41 if the documents are submitted or the fee and penalty are paid between the 1st July and the 30th September; and ( c ) 100% of the annual fee specified in section 41 if the documents are submitted or the fee and penalty are paid between the 1st October and the 31st December, and every director and manager of the company who knowi ngly and wilfully authorises or permits such default shall incur the like penalty.
s.43Certificate of shares or stock
MODIFIEDA certificate — ( a ) specifying the shares or stock held by a member of a company; and ( b ) purportedly signed by a person (including by facsimile or other mechanically affixed signature) with the express or implied authority of that company, is admissible in evidence as proof of the title of that member to those shares or that stock. Companies Act (2026 Revision) Section 44 c Revised as at 1st January, 2026 Page 51
s.44Inspection of register
MODIFIED( 1 ) The register of members, commencing from the date of the registration of the company, shall be kept at the registered office of the company or, in the case of an exempted company, at any other place within or outside the Islands except that, in the case of an exempted com pany that holds a licence to carry on business in the Islands under any applicable law, the register of members shall be kept at its registered office within the Islands . ( 2 ) Except in the case of an exempted company that does not hold a licence to carry o n business in the Islands under any applicable law and when closed as hereinafter provided the register of members shall, during business hours, subject to such reasonable restrictions as the company in general meeting may impose, so that no less than two hours in each day be appointed for inspection, be open to the inspection of any member gratis and to the inspection of any other person on payment of ten dollars or such less sum as the company may specify for each inspection; and every such member or othe r person may receive a copy of such register or any part thereof, or of such list or summary of members, on payment of one dollar for every page required to be copied. ( 3 ) If such inspection or copy is refused, the company shall incur for each refusal a pe nalty of five hundred dollars; and every director and manager of the company who knowingly authorises or permits such refusal shall incur the like penalty; and in addition to the above penalty, a Judge sitting in chambers may, by order, compel an immediate inspection of the register. ( 4 ) A company, including an exempted company, shall make available at the registered office, in electronic form or any other medium, such register, including any branch register in the case of an exempted company, as may be req uired of it upon service of an order or notice by the Tax Information Authority pursuant to the Tax Information Authority Act ( 2021 Revision ) ; and if the company fails to comply with the order or notice without reasonable excuse, the company shall incur a penalty of five hundred dollars and a further penalty of one hundred dollars for every day during which such non - compliance continues. Section 45 Companies Act (2026 Revision) Page 52 Revised as at 1st January, 2026 c
s.45Notice of increase of capital and of members to be given to Registrar
MODIFIED( 1 ) Where a company has a capital divided into shares, whether such shares have or have not been converted into stock, notice of any increase in such capital beyond the registered capital, and where a company has not a capital divided into shares, notice of any increase in the number of members b eyond the registered number shall be given to the Registrar, in the case of an increase of capital, within thirty days from the date of the passing of the resolution by which such increase has been authorised; and, in the case of an increase of members, wi thin thirty days from the time at which such increase of members has been resolved on or has taken place; and the Registrar shall forthwith record the amount of such increase of capital or members. ( 2 ) The fees payable on an increase of capital shall be as specified in Part 3 of
s.46Remedy for improper entry or omission of entry in register
MODIFIEDIf the name of any person is, without sufficient cause, entered in or omitted from th e register of members of any company, or if default is made or unnecessary delay takes place in entering on the register the fact of any person having ceased to be a member of the company, the person or member aggrieved or any member of the company or the company itself may, by motion to the Court, apply for an order that the register be rectified; and the Court may either refuse such application with or without costs to be paid by the applicant or it may, if satisfied of the justice of the case, make an or der for the rectification of the register, and may direct the company to pay all the costs of such motion, application or petition, and any damages the party aggrieved may have sustained. The Court may, in any proceeding under this section, decide any ques tion relating to the title of any person who is a party to such proceeding to have that person’s name entered in or omitted from the register, whether such question arises between two or more members or alleged members, or between any members or alleged members and the company, and generally, the Court may, in any such proceeding, decide any question that it may be necessary or expedient to decide for the rectification of the register: Provided that the Court may direct an issue to be tried, on which any question of law may be raised. Companies Act (2026 Revision) Section 47 c Revised as at 1st January, 2026 Page 53
s.47Notice to Registrar of rectification of register
MODIFIEDWhenever any order has been made rectifying the register, in the case of a company required by this Act to send a list of its members to the Registrar, the Court shal l, by its order, direct that due notice of such rectification be given to the Registrar.
s.48Register to be evidence
MODIFIEDThe register of members shall be prima facie evidence of any matters by this Act directed or authorised to be inserted therein. Liabi lity of Members
s.49Liability of present and past members of company
MODIFIEDIn the event of a company being wound up every present and past member of such company shall be liable to contribute to the assets of the company to an amount sufficient for payment of the debts and liabilities of the company, and the costs, charges and expenses of the winding up and for the payment of such sums as may be required for the adjustment of the rights of the contributories amongst themselves: Provided that — ( a ) a past member shall not be liable to contribute to the assets of the company if that person has ceased to be a member for a period of one year or upwards prior to the commencement of the winding up; ( b ) a past member shall not be liable to contribute in re spect of any debt or liability of the company contracted after the time at which that person ceased to be a member; ( c ) a past member shall not be liable to contribute to the assets of the company unless it appears to the Court that the existing members ar e unable to satisfy the contributions required to be made by them under this Act ; ( d ) in case of a company limited by shares, no contribution shall be required from any member exceeding the amount, if any, unpaid on the shares in respect of which that pers on is liable as a present or past member except where such member or past member holds or held shares of a class which are expressly stated in the memorandum of association to carry unlimited liability, as provided in section 8(2); ( e ) in the case of a com pany limited by guarantee, no contribution shall be required from any member exceeding the amount of the undertaking entered into on that person’s behalf by the memorandum of association, except where the amount of the undertaking of such member is unlimited, as provided in section 9(2); ( f ) nothing in this Act shall invalidate any provisions contained in any policy of insurance or other contract whereby the liability of individual members Section 50 Companies Act (2026 Revision) Page 54 Revised as at 1st January, 2026 c upon any such policy or contract is restricted, or whereby th e funds of the company are alone made liable in respect of such policy or contract; and ( g ) no sum due to any member of a company in that person’s character of a member by way of dividends, profits or otherwise, shall be deemed to be a debt of the company, payable to such member in a case of competition between that person and any other creditor not being a member of the company; but any such sum may be taken into account for the purposes of the final adjustment of the rights of the contributions amongst th emselves.
s.50Registered office of company
MODIFIED( 1 ) Every company shall have a registered office in the Islands to which all communications and n otices may be addressed and any company which carries on business without having such an office, shall incur a penalty of ten dollars for every day during which business is so carried on. ( 2 ) In the case of an exempted company or a non - resident company, th e address of the registered office referred to in subsection (1) shall be the same as the address of the person licensed by the Authority who provides company management services for the exempted company or non - resident company except where the registered office was located at a different address in the Islands immediately prior to the 10th January, 2013, the date of commencement of this provision by the Companies (Amendment) Act , 2012 [Law 6 of 2012] , and remains at such address on or after the date of com mencement of this provision.
s.51Notice of situation of registered office
MODIFIED( 1 ) Notice of the situation of such registered office shall be given to the Registrar and recorded by that person and shall be published by Public Notice. Until such notice is given and published, the company shall not be deemed to have complied with this Act with respect to having a registered office. ( 2 ) Any member of the public shall be entitled to be informed by the Registrar, on request, of the location of the registered of fice of any company or exempted company registered under this Act . Companies Act (2026 Revision) Section 52 c Revised as at 1st January, 2026 Page 55
s.52Publication of name by a limited company
MODIFIEDEvery company, whether limited by shares or by guarantee, shall paint or affix, and shall keep painted or affixed, its name on the outside of every office or place in which the business of the company is carried on, or in any corridor, passage or hallway adjacent or proximate thereto, in a conspicuous position, in letters easily legible, and shall have its name in legible characters on any s eal it uses, and shall have its name set out in legible characters in all notices, advertisements and other official publications of such company, and in all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purportin g to be signed by or on behalf of such company, and in all bills of parcels, invoices, receipts and letters of credit of the company and its name may be followed with or preceded by, at the discretion of the company, its dual foreign name or its translated name, if any, or both.
s.53Penalties on non - publication of name
MODIFIEDAny company which does not paint or affix, and keep painted or affixed, its name in manner directed by this Act is liable to a penalty of ten dollars for not so painting or affixing its name, and for every day during which such name is not so kept painted or affixed, and every director and manager of the company who knowingly and wilfully authorises or permits such default shall be liable to the like penalty; and any director, manager or officer of such company, or any person on its behalf, who uses or authorises the use of any seal purporting to be a seal of the company, whereon its name is not so engraven as aforesaid, or issues or authorises the issue of any notice, advertisement or ot her official publication of such company, or signs or authorises to be signed on behalf of such company any bills of exchange, promissory note, endorsement, cheque or order for money or goods, or issues or authorises to be issued any bill of parcels, invoi ce, receipt or letter of credit of the company, wherein its name is not set out in the manner aforesaid, is liable to a penalty of one hundred dollars, and shall further be personally liable to the holde r of any such bill of exchange, promissory note, cheq ue, or order for money or goods for the amount thereof, unless the same is duly paid by the company.
s.54Register of mortgages
MODIFIED( 1 ) Every limited company shall keep at its registered office in writing on one or more sheets, whether bound or unbound, a register of all mortgages and charges specifically affecting property of the company, and shall enter in such register in respect of each mortgage or charge a short description of the property mortgaged or charged, the amount of charge created and the nam es of the mortgagees or persons entitled to such charge. ( 2 ) If any property of the company is mortgaged or charged without such entry as aforesaid being made, every director, manager or other officer of the company who knowingly and wilfully authorises or permits the omission of such entry, shall incur a penalty of one hundred dollars. Section 55 Companies Act (2026 Revision) Page 56 Revised as at 1st January, 2026 c ( 3 ) The register of mortgages required by subsection (1) shall be open to inspection by any creditor or member of the company at all reasonable times; and if such inspection is refused, any officer of the company refusing the same, and every director and manager of the company authorising or knowingly and wilfully permitting such refusal shall incur a penalty of four dollars for every day during which such refusal continues; and in addition to the above penalty, the Judge sitting in chambers may, by order, compel an immediate inspection of the register.
s.55Registrar to ma ke list of directors available for inspection
MODIFIED( 1 ) The Registrar shall maintain a list of the names of the current directors, and where applicable, the current alternate directors of a company. ( 2 ) The Registrar shall make available, the list of the names of the current directors of a company and where applicable, the current alternate directors of a company under subsection (1), for inspection by any person, on payment of the fee specified in Part 6A of
s.57Meetings
MODIFIEDSubject to the memorandum and articles of association of the company, a meeting of — ( a ) members; ( b ) a class of members; Section 58 Companies Act (2026 Revision) Page 58 Revised as at 1st January, 2026 c ( c ) the board of directors; or ( d ) any committee of the directors, may be validly convened and business co nducted, as provided by the articles of association, with only one such member or director being present in person or otherwise as may be provided by the articles of association. Provisions for Protection of Members
s.58General meetings
MODIFIEDA general mee ting of every company, other than an exempted company, shall be held at least once in every year.
s.59Accounts and audits
MODIFIED( 1 ) Every company shall cause to be kept proper books of account including, where applicable, material underlying documentation including contracts and invoices with respect to — ( a ) all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place; ( b ) all sales and purchases of goods by the company; and ( c ) the asse ts and liabilities of the company. ( 2 ) For the purposes of subsection (1), proper books of account shall not be deemed to be kept with respect to the matters aforesaid if there are not kept such books as are necessary to give a true and fair view of the st ate of the company ’ s affairs and to explain its transactions. ( 2A ) A company which keeps its books of account at any place other than at its registered office or at any other place within the Islands shall, upon service of an order or notice by the Tax Inf ormation Authority pursuant to the Tax Information Authority Act ( 2021 Revision ) , make available, in electronic form or any other medium, at its registered office copies of its books of account, or any part or parts thereof, as are specified in such order or notice; and if the company fails to comply with the order or notice without reasonable excuse, the company shall incur a penalty of five hundred dollars and a further penalty of one hundred dollars for every day during which such non - compliance continue s. ( 2B ) A company which keeps its books of account outside of the Islands shall, in the form and manner prescribed, provide to its registered office, annually or with such other frequency and within such time as may be prescribed, information regarding its books of account; and, if a company fails to comply with this subsection without reasonable excuse, the company shall incur a penalty of five hundred dollars and a further penalty of one hundred dollars for every day during which such non - compliance conti nues. Companies Act (2026 Revision) Section 60 c Revised as at 1st January, 2026 Page 59 ( 2C ) Subsection (2B) shall not apply to a company that complies with a requirement under any regulatory law to file information regarding its accounts to the Authority. ( 3 ) A company shall cause all books of account required to be kept under subsection (1) to be retained for a minimum period of five years from the date on which they are prepared. ( 4 ) A company that knowingly and wilfully contravenes subsection (1) or (3) shall be subject to a penalty of five thousand dollars.
s.60Definition of special resolution
MODIFIED( 1 ) A resolution is a special resolution when — ( a ) it has been passed by a majority of at least two - thirds of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting o f which notice specifying the intention to propose the resolution as a special resolution has been duly given, except that a company may in its articles of association specify that the required majority shall be a number greater than two - thirds, and may ad ditionally so provide that any such majority (being not less than two - thirds) may differ as between matters required to be approved by a special resolution; or ( b ) if so authorised by its articles of association, it has been approved in writing by all of t he members entitled to vote at a general meeting of the company in one or more instruments each signed by one or more of the members aforesaid, and the effective date of the special resolution so adopted shall be the date on which the instrument or the las t of such instruments, if more than one, is executed. ( 2 ) At any meeting mentioned in this section, unless a poll is demanded by at least one member, a declaration of the chairperson that the resolution has been carried shall be conclusive evidence of the fact, without proof of the number or proportion of votes recorded in favour of or against the same. ( 3 ) Notice of any meeting shall, for the purposes of this section, be deemed to be duly given and the meeting to be duly held, whenever such notice is given and the meeting held in manner prescribed by the regulations of the company. ( 4 ) In computing the majority under this section when a poll is demanded, regard shall be had to the num ber of votes to which each member is entitled by the regulations of the company. Section 61 Companies Act (2026 Revision) Page 60 Revised as at 1st January, 2026 c
s.62Recording of special resolutions
MODIFIEDA copy of any special resolution passed by any com pany under this Act shall be forwarded within fifteen days to the Registrar and shall be recorded by that person .
s.63Copies of special resolutions
MODIFIED( 1 ) Where articles of association have been registered, a copy of every special resolution for the tim e being in force shall be annexed to or embodied in, every copy of the articles of association that may be issued after the passing of such resolution. ( 2 ) Where no articles of association have been registered, a copy of any special resolution shall be for warded in print to any member requesting the same, on payment of ten cents or such less sum as the company may direct. ( 3 ) Any company which fails to comply with this section shall incur a penalty of two dollars for each copy in respect of which such defau lt is made; and every director and manager of the company who shall knowingly and wilfully authorise or permit such default shall incur the like penalty.
s.64Appointment of inspectors to report on affairs of companies
MODIFIEDThe Court may appoint one or mor e than one competent inspectors to examine into the affairs of any company and to report thereon in such manner as the Court may direct — ( a ) in case of a banking company having a capital divided into shares, upon the application of members holding not les s than one - third of the shares of the company for the time being issued; ( b ) in the case of any other company having a capital divided into shares, upon application of members holding not less than one - fifth of the shares of the company for the time being issued; and ( c ) in the case of a company not having a capital divided into shares, upon the application of members being in number not less than one - fifth of the total number of persons for the time being entered on the register of the company as members. Companies Act (2026 Revision) Section 65 c Revised as at 1st January, 2026 Page 61
s.65Powers of inspectors
MODIFIEDIt shall be the duty of all officers and agents of the company to produce for examination by an inspector all books and documents in their custody or power; any inspector may examine upon oath the officers and agents of the c ompany in relation to its business, and may administer such oath accordingly; and any officer or agent who refuses or neglects to produce any book or document hereby directed to be produced, or to answer any question relating to the affairs of the company, shall incur a penalty not exceeding forty dollars in respect of each such offence.
s.66Report of inspectors
MODIFIED( 1 ) Upon the conclusion of the examination, the inspectors shall report their opinions to the Court. ( 2 ) Such report shall be filed by the Clerk of the Court, but shall not, unless the Court so directs, be open to public inspection. ( 3 ) All expenses of and incidental to any such examination and report shall be defrayed by the members upon whose application the inspectors were appointed, unles s the Court shall direct the same to be paid out of the assets of the company, which it is hereby authorised to do.
s.67Inspection by resolution of the company
MODIFIEDAny company as aforesaid may, by special resolution, appoint inspectors for the purpose of examining into the affairs of such company; and inspectors so appointed shall have the same powers and perform the same duties as inspectors appointed by the Court, except that instead of making their report to the Court, they shall make the same in such manner and to such persons as the company by resolution of its members directs, and the officers and agents of the company shall incur the same penalties in case of any refusal or neglect to produce any book or document hereby required to be produced to su ch inspectors or answer any question, as they would have incurred if such inspectors had been appointed by the Court.
s.68Inspectors ’ report admissible as evidence
MODIFIEDThe report of any inspectors appointed under this Act , or any copy thereof certified and signed by the inspectors, shall be admissible in any legal proceeding as evidence of the opinion of the inspectors in relation to any matter contained in such report. Notices
s.69Returns, etc., to Registrar
MODIFIEDAny list, return, notice or information required by this Act to be made, given or supplied to the Registrar shall be authenticated by the signature of the secretary or manager or one of the directors of the company. Section 70 Companies Act (2026 Revision) Page 62 Revised as at 1st January, 2026 c
s.70Service of notices on company
MODIFIEDAny writ, notice, order or other docume nt required to be served upon the company may be served by leaving the same, or sending it through the post in a prepaid letter, addressed to the company at its registered office.
s.71Postal service
MODIFIEDAny document to be served by post on the company sh all be posted in such time as to admit of its being delivered in the due course of delivery within the period, if any, prescribed for the service thereof; and in proving service of such document, it shall be sufficient to prove that such document was prope rly directed, and that it was put as a prepaid letter into the post office.
s.72Authentication of summons, notice, etc.
MODIFIEDAny summons, notice, order or proceeding requiring authentication by the company may be signed by a director, secretary or other a uthorised officer of the company, and may be in writing or print or partly in writing and partly in print.
s.73Minutes of proceedings
MODIFIED( 1 ) Every company shall cause minutes of all resolutions and proceedings of its members, whether at general meetings or otherwise, and of its directors or managers (where there are directors or managers), whether at meetings or otherwise, to be duly kept in writing. ( 2 ) Any minute of a general meeting of the company or a meeting of the directors or managers, if purporti ng to be signed by the chairperson of the meeting, or by the chairperson of the next succeeding meeting, shall be received as evidence of the proceedings at that meeting; and until the contrary is proved, every general meeting of the company or meeting of the directors or managers in respect of the proceedings of which minutes have been so made, shall be deemed to have been duly held and convened and all resolutions passed thereat, or proceedings had, to have been duly passed and had, and all appointments o f directors, managers or liquidators shall be deemed to be valid, and all acts done by such directors, managers and liquidators shall be valid, notwithstanding any defect that may afterwards be discovered in their appointments or qualifications.
s.74Secu rity for costs in actions brought by limited companies
MODIFIEDWhere a company is plaintiff in any action, suit or other legal proceeding, any Judge having jurisdiction in the matter, if that person is satisfied that there is reason to believe that if the defe ndant is successful in that person’s defence the assets of the company will be insufficient to pay that person’s costs, may require sufficient security to be given for such costs, and may stay all proceedings until such security is given. Companies Act (2026 Revision) Section 75 c Revised as at 1st January, 2026 Page 63
s.76Power of companies to refer mat ters to arbitration
MODIFIEDAny company may, from time to time, by writing, agree to refer and may refer to arbitration any existing or future difference, question or other matter whatsoever in dispute between itself and any other company or person; and the co mpanies, parties to the arbitration, may delegate to the person or persons to whom the reference is made power to settle any terms or to determine any matter capable of being lawfully settled or determined by the companies themselves or by the directors or other managing body of such companies. General Penalty
s.77General penalty; application of fines
MODIFIED( 1 ) Where a duty is imposed by this Act on any company, director or officer of any company and no special penalty or fine has been provided for the breach of such duty, then any such company director or officer responsible for such breach commits an offence and is liable on conviction to a fine of five thousand dollars. ( 2 ) All fines shall be recovered in a summary way and shall be applied in aid of the general revenue of the Islands. Unlimited Liability of Directors and Managers
s.79Modification of section 49
MODIFIEDIn the event of a company being wound up, sectio n 49 as respects the contribution to be required from any director or manager whose liability is unlimited by virtue of sectio n 78 shall have effect subject to the following modifications — Section 80 Companies Act (2026 Revision) Page 64 Revised as at 1st January, 2026 c ( a ) subject as hereinafter contained, any such director, managing director or manager whether past or present shall, in addition to that person’s liability, if any, to contribute as an ordinary member, be liable to contribute as if that person were at the date of the commencement of such windi ng up a member of an unlimited company; ( b ) no contribution required from any past director or manager who has ceased to hold such office for a period of one year or upwards prior to the commencement of such winding up, shall exceed the amount, if any, whi ch that person is liable to contribute as an ordinary member of the company; ( c ) no contribution re quired from any past director or manager in respect of any debt or liability of the company contracted after the time at which that person ceased to hold suc h office shall exceed the amount, if any, which that person is liable to contribute as an ordinary member of the company; and ( d ) subject to the regulations of the company, no contribution required from any director or manager shall exceed the amount, if a ny, which that person is liable to contribute as an ordinary member, unless the Court thinks it necessary to require such contribution in order to satisfy the debts and liabilities of the company and the costs, charges and expenses of the winding up. Assoc iation not for Profit 80. Circumstances in which a company may be registered without “limited” in its name 80 . ( 1 ) A company registered under this Act or an association applying to be registered under this Act , may in accordance wit h section 80A , apply to the Registrar to be designated as a company to which this section applies if the compan y or association — ( a ) was formed or is to be formed primarily for the promotion of charitable, philanthropic, religious, cultural, educational, social or fraternal purposes or objects, including, for the avoidance of doubt, a group of persons sharing a co mmon profession or interest which, to the satisfaction of the Registrar, qualifies the company or association for registration under this section; and ( b ) has applied or intends to apply the profits, if any, or other income of the company or association pr imarily for the promotion of charitable, philanthropic, religious, cultural, educational, social or fraternal purposes or objects, including, for the avoidance of doubt, a group of persons sharing a common profession or interest which, to the satisfaction of the Companies Act (2026 Revision) Section 80 c Revised as at 1st January, 2026 Page 65 Registrar, qualifies the company or association for registration under this section. ( 2 ) The Registrar shall only approve an application for designation under this section if the memorandum and articles of association of a company registered under t his Act or an association being registered under this Act and applying for designation, contain language to the effect that — ( a ) the assets, profits, if any, and other income of the company or association applying for designation, shall be applied exclusively in the furtherance of the objects of the company or association; and ( b ) no portion of the assets and income of the company o r association shall be distributed as profit or dividend directly or indirectly to the controllers, shareholders, owners or members of the company or association, unless such distribution is intended for the legitimate purpose of compensating a person for services to further the objects of the company or association or to pay the liabilities incurred on behalf of the company or association. ( 3 ) Pursuant to an application made under subsection (1), the Registrar may direct that a company registered under thi s Act or that an association being registered under this Act , be registered with limited liability without the addition of the word “Limited” or the abbreviation “Ltd.” to the company ’ s name and that upon registration shall enjoy all the privileges and be subject to all the obligations by this Act imposed on companies, except the obligations under this Act requiring a company — ( a ) to use the word “Limited” or the abbreviation “Ltd.” as any part of its name; ( b ) to send a list of its members to the Registrar; ( c ) to comply with the provisions of section s 51 o r 55 or pay any fees pursuant to sectio n 199 ; or ( d ) to pay the fees prescribed by section s 26 , 41 an d 169 . ( 4 ) The Registrar may impose any conditions that the Registrar thinks fit to impose on a company designated under this section and shall cause the conditions imposed to be inserted or endorsed on the memorandum or articles of association of the company or association being registered. ( 5 ) Where a company designated under this section is to be dissolved, the person who owns, controls or directs that company shall ensure that any assets of the company remaining after the satisfaction of all debts and liabilities of the company shall be transferred to another company registered under this section or a non - profit organisation registered under the Non - Profit Organisations Act ( 2020 Revision ) which has similar objects. Section 80A Companies Act (2026 Revision) Page 66 Revised as at 1st January, 2026 c ( 6 ) For the purpose of this section “ non - profit organisation ” has the same meaning as that assigned to these words in the Non - Profit Organisa tions Act ( 2020 Revision ) . 80A. Application for designation under section 80 80A .( 1 ) An application for designation as a company under sectio n 80 may be made to the Registrar by a compa ny or an association to which section 80 refers and shall be — ( a ) made in the form specified by the Registrar; and ( b ) accompanied by the non - refundable application fee prescribed in Part 3A. ( 2 ) A company making an application under subsection (1) shall, at the time of making the application, file with the Registrar a list of the persons who own, contr ol or direct the company.
s.83Execution of deeds, etc., by attorney
MODIFIED( 1 ) A company may appoint and empower a person either general ly or in respect of a specified matter to execute deeds or instruments under seal on its behalf. ( 2 ) Any appointment under subsection (1) need not be made by deed or instrument under seal, but any person so appointed otherwise than by deed or instrument under seal shall not constitute the donee of a power under the Powers of Attorney Act ( 1996 Revision ) ( but without prejudice to the authority otherwise conferred upon them by the company). ( 3 ) A deed or instrument under seal signed by a person on behalf of a company pursuant to the authority conferred pursuant to subsection (1) shall bind the company and ha ve effect as if it were executed as such by the company.
s.84Power of company to have official seal for use abroad
MODIFIED( 1 ) A company may maintain a common seal, which shall bear the name of the company in legible characters, which may, at the discretion of the company, be followed with or preceded by its dual foreign name or its translated name, if any, or both at such place as the company may, from time to time, determine and in default of any such determination, at its registered office, and may, if so authorised by its articles of association, maintain a duplicate seal or seals, each of which shall be a facsimile of its common seal at such place or places throughout the world as it may authorise and any such duplicate seal may, but shall not be obliged to, bear on its face the name of any country, territory, district, or place where it is to be used. ( 2 ) A deed or instrument under seal to which any such duplicate seal is duly affixed shall bind the company as if it had been sealed with the common seal of the company. ( 3 ) A company having any such duplicate seal may authorise any person appointed for the purpose to affix the duplicate seal to any deed or other document to which the company is party. ( 4 ) The authority of any such agent shall, as between the company and any person dealing with the agent, continue during the period, if any, specified in the instrument conferring the authority, or if no period is so specified, then until notice of the revocation or determination of the authority of the agent ha s been given to such person. Companies Act (2026 Revision) Section 85 c Revised as at 1st January, 2026 Page 71 ( 5 ) The person affixing any such duplicate seal shall, by writing under that person’s hand, certify on the deed or other instrument to which the seal is affixed the date on which it is affixed.
s.85Authentication of documents
MODIFIEDA document or proceeding requiring authentication by a company may be signed by a director, secretary or other authorised officer of the company. Arrangements and Reconstructions
s.86Power to compromise with creditors and members
MODIFIED( 1 ) Where a com promise or arrangement is proposed between a company and its creditors or any class of them, or between the company and its members or any class of them, the Court may, on the application of the company or of any creditor or member of the company , or of a restructuring officer appointed in respect of the company , or where a company is being wound up, of the liquidator, order a meeting of the creditors or class of creditors, or of the members of the company or class of members, as the case may be, to be summ oned in such manner as the Court directs. ( 2 ) If a majority in number representing seventy - five per cent in value of the creditors or class of creditors, as the case may be, present and voting either in person or by proxy at the meeting, agree to any compr omise or arrangement, the compromise or arrangement shall, if sanctioned by the Court, be binding on all the creditors or the class of creditors, as the case may be, and also on the company or, where a company is in the course of being wound up, on the liq uidator and contributories of the company. (2A) If seventy - five per cent in value of the members or class of members, as the case may be, present and voting either in person or by proxy at the meeting, agree to any compromise or arrangement, the compromise or arrangement shall, if sanctioned by the Court, be binding on all the members or class of members, as the case may be, and also on the company or, where a company is in the course of being wound up, on the liquidator and contributories of the company. ( 3 ) An order made under subsection (2) or (2A) shall have no effect until a copy of the order has been delivered to the Registrar for registration, and a copy of every such order shall be annexed to every copy of the memorandum of association of the company issued after the order has been made, or, in the case of a company not having a memorandum, of every copy so issued of the instrument constituting or defining the constitution of the company. ( 4 ) If a company makes default in complying with subsection (3) , the company and every officer of the company who is in default shall be liable to a fine of two dollars for each copy in respect of which default is made. Section 87 Companies Act (2026 Revision) Page 72 Revised as at 1st January, 2026 c ( 5 ) In this section the expression “ company ” means any company liable to be wound up under this Act and the expression “ arrangement ” includes a reorganisation of the share capital of the company by the consolidation of shares of different classes or by the division of shares into shares of different classes or by both those methods.
s.87Provisions for facilitating reconstruction and amalgamation of companies
MODIFIED( 1 ) Where an application is made to the Court under sectio n 86 for the sanctioning of a compromise or arrangement proposed between a company and any such persons as are specified in that section, and it is shown to the Court that the compromise or arrangement has been proposed for the purpose of or in connection with a scheme for the reconstruction of any company or companies or the amalgamation of any two or more companies, and that under the scheme the whole or any part of the undertaking or the property of any company concerned in the scheme (in this section referred to as “a transferor company”) is to be transferred to another company (in this section referred to as “the transferee company”) the Court, may either by the order sanctioning the compromise or arrangement or by any subsequent ord er make provision for — ( a ) the transfer to the transferee company of the whole or any part of the undertaking and of the property or liabilities of any transferor company; ( b ) the allotting or appropriation by the transferee company of any shares, debentu res, policies, or other like interests in that company which under the compromise or arrangement are to be allotted or appropriated by that company to or for any person; ( c ) the continuation by or against the transferee company of any legal proceedings pen ding by or against any transferor company; ( d ) the dissolution, without winding up, of any transferor company; ( e ) the provisions to be made for any person who within such time and in such manner as the Court directs dissent s from the compromise or arrange ment; and ( f ) such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation is fully and effectively carried out. ( 2 ) Where an order under this section provides for the transfer of property or liabilities, that property shall, by virtue of the order, be transferred to and vest in, and those liabilities shall, by virtue of the order, be transferred to and become the liabilities of, the transferee company, and any such property shall, if the order so directs, be freed from any charge which is, by virtue of the compromise or arrangement, to cease to have effect ( 3 ) Where an order is made under this section, every company in relation to which the order is made shall cause a copy thereof to be deliver ed to the Registrar for Companies Act (2026 Revision) Section 88 c Revised as at 1st January, 2026 Page 73 registration within seven days after the making of the order, and if default is made in complying with this subsection, the company and every officer of the company who is in default shall be liable to a default fine. ( 4 ) In this se ction — “ property ” includes property, rights and powers of every description; “ liabilities ” includes duties; and “ transferee company ” means any company or body corporate established in the Islands or in any other jurisdiction.
s.88Power to acquire shares of dissenting shareholders
MODIFIED( 1 ) Subject to subsection (1A), where a scheme or contract involving the transfer of shares or any class of shares in a company (in this section referred to as “the transferor company”) to another company, whether a company within the meaning of this Act or not (in this section referred to as “the transferee company”) has after the making of the offer in that behalf by the transferee company been approved by the holders of not less than ninety per cent in value of the shares for which the offer has been made, the transferee company may, at any time within two months after the approval by the said holders, give notice in the prescribed manner to any dissenting shareholder that it desires to acquire that shareholder’s shares. (1 A) Where the notice under subsection (1) is given, the transferee company shall be bound to acquire those shares on the terms on which the shares of the approving shareholders are to be transferred to the transferee company except where an application is m ade to the Court by a dissenting shareholder within one month after the date on which the notice was given and the Court thinks fit to order otherwise. ( 2 ) Where a notice has been given by the transferee company under this section and the Court has not, on an application made by the dissenting shareholder, ordered to the contrary, the transferee company shall, on the expiration of one month from the date on which the notice has been given or, if an application to the Court by the dissenting shareholder is t hen pending, after that application has been disposed of, transmit a copy of the notice to the transferor company and pay or transfer to the transferor company the amount or other consideration representing the price payable by the transferee company for t he shares which by virtue of this section that company is entitled to acquire, and the transferor company shall thereupon register the transferee company as the holder of those shares. ( 3 ) Any sums received by the transferor company under this section shal l be paid into a separate bank account, and any such sums and any other consideration so received shall be held by that company on trust for the several persons entitled Section 89 Companies Act (2026 Revision) Page 74 Revised as at 1st January, 2026 c to the shares in respect of which the said sum or other consideration were respectivel y received. ( 4 ) In this section — “ dissenting shareholder ” includes a shareholder who has not assented to the scheme or contract and any shareholder who has failed or refused to transfer that person’s shares to the transferee company, in accordance with the scheme or contract.
s.89Definitions
MODIFIEDIn this Part — “ company ” includes a foreign company in respect of which the Court has made a winding up order; “ contribut ory ” means — ( a ) every person liable by virtue of sectio n 49 to contribute to the assets of a compan y in the event that it is wound up under this Act ; and ( b ) every holder of fully paid up shares of a company; “ controller ” means a person appointed by the Authority pursuant to the regulatory laws to take control of a company; “ document ” includes any device by means of which information is recorded or stored; “ foreign company ” means any body corporate incorporated outside the Islands; “ foreign practitioner ” means a person who is qualified under the law of a foreign country to perform functions equivale nt to those performed by official liquidators under this Act or by trustees in bankruptcy under the Bankruptcy Act ( 2026 Revision ) ; “ limited partnership ” means an ordinary limited partnership registered in accordance with section 49 of the Partnership Act ( 20 2 5 Revision ) or an exempted limited partnership registered in accordance with section 9 of the Exempted Limited Partnership Act ( 202 5 Revision ) ; “ official liquidator ” means the liquidator of a company which is being wound up by order of the Court or un der the supervision of the Court and includes a provisional liquidator; “ prescribed ” means prescribed by the Insolvency Rules Committee; Companies Act (2026 Revision) Section 90 c Revised as at 1st January, 2026 Page 75 “ professional service provider ” means a person who contracts to provide general managerial or administrative services t o a company on an annual or continuing basis; “ qualified insolvency practitioner ” means a person holding the qualifications specified in the regulations made by the Insolvency Rules Committee under sectio n 155 or such other qualifications as the Court considers appropriate for the conduct of the winding up of a company; “ Rules ” mean rules prescribed by th e Insolvency Rules Committee; “ shadow director ” means, in relation to a company, any person in accordance with whose directions or instructions the directors of the company are accustomed to act, but the person is not deemed to be a shadow director by reas on only that the directors act on advice given by that person in a professional capacity; and “ winding up order ” includes an order that a voluntary winding up continue under the supervision of the Court and references to a company being wound up by the Court includes a company which is being wound up under the supervision of the Court.
s.90Alternative modes of winding up
MODIFIEDA company may be wound up — ( a ) compulsorily by order of the Court; ( b ) voluntaril y — ( i ) by virtue of a special resolution; ( ii ) because the period, if any, fixed for the duration of the company by its articles of association has expired; or ( iii ) because the event, if any, has occurred, on the occurrence of which its articles of assoc iation provide that the company shall be wound up; or ( c ) under the supervision of the Court.
s.91Provisions for facilitating reconstruction and amalgamation of companies
MODIFIED( 1 ) Where an application is m ade to the Court under section 91I for the sanctioning of a compromise or arrangement proposed between a company and any such persons as are specified in that section, and it is shown to the Court tha t the compromise or arrangement has been proposed for the purpose of or in connection with a scheme for the reconstruction of any company or companies or the amalgamation of any two or more companies, and that under the scheme the whole or any part of the undertaking or the property of any company concerned in the scheme (in this section referred to as “ a transferor company ”) is to be transferred to another company (in this section referred to as “ the transferee company ”) the Court, may either by the order sanctioning the compromise or arrangement or by any subsequent order make provision for — (a) the transfer to the transferee company of the whole or any part of the undertaking and of the property or liabilities of any transferor company; (b) the allotti ng or appropriation by the transferee company of any shares, debentures, policies, or other like interests in that company which under the compromise or arrangement are to be allotted or appropriated by that company to or for any person; (c) the continuat ion by or against the transferee company of any legal proceedings pending by or against any transferor company; (d) the dissolution, without winding up, of any transferor company; (e) the provisions to be made for any person who within such time and in s uch manner as the Court directs dissents from the compromise or arrangement; and (f) such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation is fully and effectively carried out. (2) Whe re an order under this section provides for the transfer of property or liabilities, that property shall, by virtue of the order, be transferred to and vest in, and those liabilities shall, by virtue of the order, be transferred to and become the liabiliti es of, the transferee company, and any such property shall, if the order so directs, be freed from any charge which is, by virtue of the compromise or arrangement, to cease to have effect. (3) Where an order is made under this section, every company in re lation to which the order is made shall cause a copy thereof to be delivered to the Registrar for registration within seven days after the making of the order, and if default is made in complying with this subsection, the company and every officer of the c ompany who is in default shall be liable to a default fine. (4) In this section — “ property ” includes property, rights and powers of every description; Companies Act (2026 Revision) Section 92 c Revised as at 1st January, 2026 Page 83 “ liabilities ” includes duties; and “ transferee company ” means any company or body corporate establis hed in the Islands or in any other jurisdiction. Winding up by the Court
s.92Circumstances in which a company may be wound up by the Court
MODIFIEDA company may be wound up by the Court if — ( a ) the company has passed a special resolution requiring the compa ny to be wound up by the Court; ( b ) the company does not commence its business within a year from its incorporation, or suspends its business for a whole year; ( c ) the period, if any, fixed for the duration of the company by the articles of association exp ires, or whenever the event, if any, occurs, upon the occurrence of which it is provided by the articles of association that the company is to be wound up; ( d ) the company is unable to pay its debts; or ( e ) the Court is of opinion that it is just and equitable that the company should be wound up.
s.93Definition of inability to pay debts
MODIFIEDA company shall be deemed to be unable to pay its debts if — ( a ) a creditor by assignment or otherwise to whom the company is indebted at law or in equity in a su m exceeding one hundred dollars then due, has served on the company by leaving at its registered office a demand under that person’s hand requiring the company to pay the sum so due, and the company has for the space of three weeks succeeding the service o f such demand, neglected to pay such sum, or to secure or compound for the same to the satisfaction of the creditor; ( b ) execution of other process issued on a judgment, decree or order obtained in the Court in favour of any creditor at law or in equity in any proceedings instituted by such creditor against the company, is returned unsatisfied in whole or in part; or ( c ) it is proved to the satisfaction of the Court that the company is unable to pay its debts.
s.94Application for winding up
MODIFIED( 1 ) An app lication to the Court for the winding up of a company shall be by petition presented either by — ( a ) the company; Section 95 Companies Act (2026 Revision) Page 84 Revised as at 1st January, 2026 c ( b ) any creditor or creditors (including any contingent or prospective creditor or creditors); ( c ) any contributory or contributories; or ( d ) subject to subsection (4), the Authority pursuant to the regulatory laws. ( 2 ) Where expressly provided for in the articles of association of a company, the directors of a company incorporated before the 31st August, 2022, the commencement date of the Compa nies (Amendment) Act, 2021 [Act 6 of 2021] have the authority to — (a) present a winding up petition; or (b) where a winding up petition has been presented, apply for the appointment of a provisional liquidator, on behalf of the company without the sanct ion of a resolution passed at a general meeting. (2A) Subject to subsection (2B), the directors of a company incorporated after the 31st August, 2022, the commencement date of the Companies (Amendment) Act, 2021 [Act 6 of 2021] may present a winding up pe tition on behalf of the company on the grounds that the company is unable to pay its debts within the meaning of section 93 or where a winding up petition has been presented, apply on behalf of the company, for the appointment of a provisional liquidator. (2B) The articles of association of a company may expressly remove or modify the directors’ authority to present a winding up petition or apply for the appointment of a provisional liquidator on the company’s behalf. ( 3 ) A contributory is not entitled to p resent a winding up petition unless either — ( a ) the shares in respect of which that person is a contributory, or some of them, are partly paid; or ( b ) the shares in respect of which that person is a contributory, or some of them, either were — ( i ) originally allotted to that person , or have been held by that person , and registered in that person’s name for a period of at least six months immediately preceding the presentation of the winding up petition; or ( ii ) have devolved on that person through t he death of a former holder. ( 4 ) A winding up petition may be presented by the Authority in respect of any company which is carrying on a regulated business in the Islands upon the grounds that it is not duly licensed or registered to do so under the regul atory laws or for any other reason as provided under the regulatory laws or any other law.
s.95Powers of the Court
MODIFIED( 1 ) Upon hearing the winding up petition the Court may — Companies Act (2026 Revision) Section 95 c Revised as at 1st January, 2026 Page 85 ( a ) dismiss the petition; ( b ) adjourn the hearing conditionally or unconditionally; ( c ) make a provisional order; or ( d ) any other order that it thinks fit, but the Court shall not refuse to make a winding up order on the ground only that the company ’ s assets have been mortgaged or charged to an amount equal to or in exce ss of those assets or that the company has no assets. ( 2 ) The Court shall dismiss a winding up petition or adjourn the hearing of a winding up petition on the ground that the petitioner is contractually bound not to present a petition against the company. ( 3 ) If the petition is presented by members of the company as contributories on the ground that it is just and equitable that the company should be wound up, the Court shall have jurisdiction to make the following orders, as an alternative to a winding - up order, namely — ( a ) an order regulating the conduct of the company ’ s affairs in the future; ( b ) an order requiring the company to refrain from doing or continuing an act complained of by the petitioner or to do an act which the petitioner has complained it has omitted to do; ( c ) an order authorising civil proceedings to be brought in the name and on behalf of the company by the petitioner on such terms as the Court may direct; or ( d ) an order providing for the purchase of the shares of any members of the co mpany by other members or by the company itself and, in the case of a purchase by the company itself, a reduction of the company ’ s capital accordingly. ( 4 ) Where an alternative order under subsection (3) requires the company not to make any, or any specifi ed, alteration in the memorandum or articles of association, the company does not have power, without the leave of the Court, to make any such alteration in breach of that requirement. ( 5 ) Any alteration in a company ’ s memorandum or articles of association made by virtue of an alternative order under subsection (3) is of the same effect as if duly made by resolution of the company, and the provisions of this Act shall apply to the memorandum or articles of association as so altered accordingly. ( 6 ) A copy o f an alternative order made under subsection (3) altering, or giving leave to alter, a company ’ s memorandum or articles of association shall be filed by the company with the Registrar within fourteen days of the making of the order. Section 96 Companies Act (2026 Revision) Page 86 Revised as at 1st January, 2026 c
s.96Power to stay or restrain proceedings
MODIFIEDAt any time after the presentation of a winding up petition and before a winding up order has been made, the company or any creditor or contributory may — ( a ) where any action or proceeding against the company, including a criminal proceeding, is pending in a summary court, the Court, the Court of Appeal or the Privy Council, apply to the court in which the action or proceeding is pending for a stay of proceedings therein; and ( b ) where any action or proceeding is pending against th e company in a foreign court, apply to the Court for an injunction to restrain further proceedings therein, and the court to which application is made may, as the case may be, stay or restrain the proceedings accordingly on such terms as it thinks fit.
s.97Avoidance of attachments and stay of proceedings
MODIFIED( 1 ) When a winding up order is made or a provisional liquidator is appointed, no suit, action or other proceedings, other than criminal proceedings, shall be proceeded with or commenced against the co mpany except with the leave of the Court and subject to such terms as the Court may impose. (1A) Where a winding up order is made or a provisional liquidator is appointed in respect of a company, and there are criminal proceedings pending against the compa ny in a summary court, the Court, the Court of Appeal or the Privy Council — (a) the company; (b) a creditor of the company; (c) a contributory of the company; or (d) subject to section 94(4), the Authority, in respect of any company which is carrying on regulated business, may apply to the court in which the proceedings are pending for a stay of the proceedings and the court to which the application is made, may stay the proceedings on such terms as it thinks fit. ( 2 ) When a winding up order has been m ade, any attachment, distress or execution put in force against the estate or effects of the company after the commencement of the winding up is void.
s.98Notice of winding up order
MODIFIEDWhen a winding up order is made, the liquidator shall — ( a ) file a c opy of the winding up order with the Registrar; and ( b ) publish notice of the winding up in the Gazette and any newspaper in which the winding up petition was advertised. Companies Act (2026 Revision) Section 99 c Revised as at 1st January, 2026 Page 87
s.99Avoidance of property dispositions, etc.
MODIFIEDWhen a winding up order has been m ade, any disposition of the company ’ s property and any transfer of shares or alteration in the status of the company ’ s members made after the commencement of the winding up is, unless the Court otherwise orders, void.
s.100Commencement of winding up by t he Court
MODIFIED( 1 ) If , before the presentation of a petition for the winding up of a company by the Court — (a) a resolution has been passed by the company for voluntary winding up; (b) the period, if any, fixed for the duration of the company by the arti cles of association has expired; (c) the event upon the occurrence of which it is provided by the articles of association that the company is to be wound up has occurred; or (d) a restructuring officer has been appointed pursuant to section 91B or 91C an d the order appointing the restructuring officer has not been discharged, the winding up of the company is deemed to have commenced at the time of passing of the relevant resolution or the expiry of the relevant period or the occurrence of the relevant e vent or the date of the presentation of the petition to appoint a restructuring officer pursuant to section 91B. ( 2 ) In any other circumstance not specified in subsection (1), the winding up of a company by the Court is deemed to commence at the time of t he presentation of the petition for winding up.
s.101Company ’ s statement of affairs
MODIFIED( 1 ) Where the Court has made a winding up order or appointed a provisional liquidator, the liquidator may require some or all of the persons mentioned in subsection (3) to prepare and submit to that person a statement in the prescribed form as to the affairs of the company. ( 2 ) The statement shall be verified by an affidavit sworn by the persons required to submit it and shall show — ( a ) particulars of the company ’ s assets and liabilities, including contingent and prospective liabilities; ( b ) the names and addresses of any persons having possession of the company ’ s assets; ( c ) the assets of the company held by those persons; ( d ) the names and addresses of the company ’ s creditors; ( e ) the securities held by those creditors; ( f ) the dates when the securities were respectively given; and ( g ) such further or other information that the liquidator may require. Section 102 Companies Act (2026 Revision) Page 88 Revised as at 1st January, 2026 c ( 3 ) The persons referred to in subsection (1) are — ( a ) persons who are or have been directors or officers of the company; ( b ) persons who are or have been professional service providers to the company; and ( c ) persons who are or have been employees of the company, during the period of one year immediately preceding th e relevant date. ( 4 ) Where any persons are required under this section to submit a statement of affairs to the liquidator, they shall do so, subject to subsection (5), before the end of the period of twenty - one days beginning with the day after that on whi ch the prescribed notice of the requirement is given to them by the liquidator. ( 5 ) The liquidator may release a person from an obligation imposed on that person under subsection (1) or, when giving the notice mentioned in subsection (4) or subsequently, t he liquidator may extend the time for compliance; and if the liquidator refuses to extend the time for compliance, the Court may do so. ( 6 ) In this section — “ relevant date ” means — ( a ) in a case where a provisional liquidator is appointed, the date of tha t person’s appointment; and ( b ) in any other case, the commencement of the winding up. ( 7 ) A person who, without reasonable excuse, fails to comply with any obligation imposed under this section commits an offence and is liable on conviction to a fine of t en thousand dollars.
s.102Investigation by liquidator
MODIFIED( 1 ) Where a winding up order is made by the Court, the liquidator shall be empowered to investigate — ( a ) if the company has failed, the causes of the failure; and ( b ) generally, the promotion, business, dealings and affairs of the company, and to make such report, if any, to the Court as that person thinks fit. ( 2 ) Subject to obtaining the directions of the Court, the liquidator shall have power to — ( a ) assist the Authority and the Royal Cayman Islands Police Service to investigate the conduct of persons referred to in section 101(3); and ( b ) institute and conduct a criminal prosecution of persons referred to in section 101(3). ( 3 ) Subject to obtaining the prior approval of the company ’ s credito rs, if it is insolvent, or its contributories, if it is solvent, the directions given under Companies Act (2026 Revision) Section 103 c Revised as at 1st January, 2026 Page 89 subsection (2) may include a direction that the whole or part of the costs of investigation and prosecution be paid out of the assets of the company.
s.103Duty to co - operate and the private examination of relevant persons
MODIFIED( 1 ) This section applies to any person who, whether resident in the Islands or elsewhere — ( a ) has made or concurred with the statement of affairs; ( b ) is or has been a director or officer of the company; ( c ) is or was a professional service provider to the company; ( d ) has acted as a controller, advisor or liquidator of the company or receiver or manager of its property; ( e ) not being a person falling within paragraphs (a) to (c), is or has b een concerned or has taken part in the promotion, or management of the company, and such person is referred to in this section as the “ relevant person ”. ( 2 ) It is the duty of every relevant person to co - operate with the official liquidator. ( 3 ) While a com pany is being wound up, the official liquidator may at any time before its dissolution apply to the Court for an order — ( a ) for the examination of any relevant person; or ( b ) that a relevant person transfer or deliver up to the liquidator any property or documents belonging to the company. ( 4 ) Unless the Court otherwise orders, the official liquidator shall make an application under subsection (3) if that person is requested in accordance with the rules to do so by one - half, in value, of the company ’ s cred itors or contributories. ( 5 ) On an applic ation made under subsection (3) (a), the Court may order that a relevant person — ( a ) swear an affidavit in answer to written interrogatories; ( b ) attend for oral examination by the official liquidator at a specified time and place, or ( c ) do both things specified in paragraphs (a) and (b). ( 6 ) The Court may direct that any creditor or contributory of the company be permitted by the official liquidator to participate in an oral examination. ( 7 ) The Court shall have jurisdiction — ( a ) to make an order under this section against a relevant person resident outside the Islands; and Section 104 Companies Act (2026 Revision) Page 90 Revised as at 1st January, 2026 c ( b ) to issue a letter of request for the purpose of seeking the assistance of a foreign court in obtaining the evidence of a relevant person resident outside the jurisdiction. Official Liquidators
s.104Appointment and powers of provisional liquidator
MODIFIED( 1 ) Subject to this section and any rules made under sectio n 155 , the Court may, at any time after the presentation of a winding up petition but before the making of a winding up order, appoint a liquidator provisionally. ( 2 ) An application for the appointment of a provisional liquidator may be made under subsection (1) by a creditor or contributory of the company or, subject to subsection (6), the Authority, on the grounds that — ( a ) there is a prima facie case for making a winding up order ; and ( b ) the appointment of a provisional liquidator is necessary in order to — ( i ) prevent the dissipation or misuse of the company ’ s assets; ( ii ) prevent the oppression of minority shareholders; or ( iii ) prevent mismanagement or misconduct on the part of the company ’ s directors. ( 3 ) An application for the appointment of a provisional liquidator may be made under subsection (1) by the company and on such an application the Court may appoint a provisional liquidator if it considers it appropriate to do so. (4) A provisional liquidator shall carry out only such functions as the Court may confer on that person and that person’s powers may be limited by the order appointing that person. ( 5 ) The remuneration of the provisiona l liquidator shall be fixed by the Court from time to time on that person’s application and the Court shall in fixing such remuneration act in accordance with rules made under sectio n 155 . ( 6 ) An application for the appointment of a provisional liquidator may be presented by the Authority on the grounds under subsection (2), in respect of any company whic h is carrying on a regulated business in the Islands upon the grounds that it is not duly licensed or registered to do so under the regulatory laws or for any other reason as provided under the regulatory laws or any other law regardless of whether or not the Authority presented the winding up petition. Companies Act (2026 Revision) Section 105 c Revised as at 1st January, 2026 Page 91
s.105Appointment of official liquidator
MODIFIED( 1 ) For the purpose of conducting the proceedings in winding up a company and assisting the Court therein, there may be appointed one or more than one person to be called an official liquidator or official liquidators; and the Court may appoint to such office such person as it thinks fit, and if more persons than one are appointed to such office, the Court shall declare whether any act hereby required or authoris ed to be done by the official liquidator is to be done by all or any or more of such persons. ( 2 ) The Court may also determine whether any and what security is to be given by an official liquidator on that person’s appointment; and if no official liquidato r is appointed, or during any vacancy in such office, all the property of the company shall be in the custody of the Court. ( 3 ) The liquidator shall, within twenty - eight days of the date upon which the winding up order is made, summon — ( a ) a meeting of th e company ’ s creditors if the order was made on the grounds that the company is insolvent; or ( b ) a meeting of the company ’ s contributories if the order was made on grounds other than insolvency, for the purposes of resolving any other matters which the liq uidator puts before the meeting. ( 4 ) The Court may make an order dispensing with the need to summon a meeting under this section or extending the time within which it shall be summoned.
s.106Appointment of joint liquidators
MODIFIEDWhen two or more persons are appointed to the office of liquidator, either provisionally or as official liquidators, they shall be authorised to act jointly and severally, unless their powers are expressly limited by order of the Court.
s.109Remuneration of official liquidators and restructuring officers
MODIFIED( 1 ) The expenses properly incurred in the winding up, including the remuneration of the li quidator, are , subject to subsection (2), payable out of the company ’ s assets in priority to all other claims. Section 110 Companies Act (2026 Revision) Page 92 Revised as at 1st January, 2026 c ( 2 ) Where a company is wound up, the expenses properly incurred in any petition for a restructuring officer and during the term of appointment o f the restructuring officer appointed — (a) under section 91B(3)(a); or (b) on an interim basis under section 91C(3), including the remuneration of the restructuring officer, are payable out of the company’s assets in priority to all other claims. (3) There shall be paid to a restructuring officer, including a restructuring officer appointed on an interim basis, and the official liquidator, such remuneration, by way of percentage or otherwise, that the Court may direct acting in accordance with rules ma de under section 155. (4) If more than one restructuring officer, including a restructuring officer appointed on an interim basis, is appointed by the Court under section 91B or 91C, the remuneration paid under subsection (3) shall be distributed among th e restructuring officers in such proportions as the Court may direct. (5) If more than one official liquidator is appointed by the Court when a company is wound up, the remuneration paid under subsection (3) shall be distributed among the official liquida tors in such proportions as the Court may direct.
s.110Function and powers of official liquidators
MODIFIED( 1 ) It is the function of an official liquidator — ( a ) to collect, realise and distribute the assets of the company to its creditors and, if there is a surplus, to the persons entitled to it; and ( b ) to report to the company ’ s creditors and contributories upon the affairs of the company and the manner in which it has been wound up. ( 2 ) The official liquidator may — ( a ) with the sanction of the Court, ex ercise any of the powers specified in Part 1 of
s.112Settlement of list of contributories
MODIFIED( 1 ) The liquidator shall settle a list of contributories, if any, for which purpos e that person shall have power to adjust the rights of contributories amongst themselves. Section 113 Companies Act (2026 Revision) Page 94 Revised as at 1st January, 2026 c ( 2 ) In the case of a solvent liquidation of a company which has issued redeemable shares at prices based upon its net asset value from time to time, the liquidator sh all have power to settle and, if necessary rectify the company ’ s register of members, thereby adjusting the rights of members amongst themselves. ( 3 ) A contributory who is dissatisfied with the liquidator ’ s determination may appeal to the Court against suc h determination.
s.113Power to make calls
MODIFIED( 1 ) The Court may, at any time after making a winding up order, and either before or after it has ascertained the sufficiency of the company ’ s assets, make calls on all or any of the contributories for the time being settled on the list of the contributories — ( a ) to the extent of their liability, for the payment of any money which the Court considers necessary to satisfy the company ’ s debts and liabilities and the expenses of winding up; and ( b ) to the adju stment of the rights of the contributories among themselves, and make an order for payment of any call so made. ( 2 ) In making a call the Court may take into consideration the probability that some of the contributories may partly or wholly fail to pay it.
s.114Inspection of documents by creditors, etc.
MODIFIED( 1 ) At any time after making a winding up order the Court may make such orders as it thinks fit for — ( a ) the inspection of the company ’ s documents by creditors and contributories; and ( b ) the preparat ion of reports by the official liquidator and the provision of such reports to the company ’ s creditors and contributories. ( 2 ) A contributory shall be entitled to make an application under this section notwithstanding that the company is or may be insolven t and the Court shall not refuse to make an order upon the application of a contributory merely by reason of the fact that the company is or may be insolvent.
s.115Meetings to ascertain wishes of creditors or contributories
MODIFIED( 1 ) The Court shall, as t o all matters relating to the winding up, have regard to wishes of the creditors or contributories and for that purpose it may direct reports to be prepared by the official liquidator and meetings of creditors or contributories to be summoned. ( 2 ) If it co nsiders it necessary to do so, the Court may direct that separate meetings be held of different classes of creditors or contributories. Companies Act (2026 Revision) Section 116 c Revised as at 1st January, 2026 Page 95 ( 3 ) Subject to Rules made under sectio n 155 , meetings may be requisitioned by creditors, if the company is insolvent, or by contributories if the company is solvent. ( 4 ) The votes of creditors and contributories shall be counted by reference to — ( a ) the value of their debts, in the case of creditors; ( b ) the number of votes, in the case of contributories whose shares carry voting rights under the articles of association of the company; and ( c ) the par value of all the shares held, in the case of contributories whose shares do not carry votes under the articles of association of the company and, where there are no par value shares, the net asset value of the company shown. Voluntary Winding up
s.116Circumstances in whi ch a company may be wound up voluntarily
MODIFIEDA company incorporated and registered under this Act or an existing company may be wound up voluntarily — ( a ) when the period, if any, fixed for the duration of the company by its memorandum or articles of asso ciation expires; ( b ) if the event, if any, occurs, on the occurrence of which the memorandum or articles of association provide that the company is to be wound up; ( c ) if the company resolves by special resolution that it be wound up voluntarily; or ( d ) if the company in general meeting resolves by ordinary resolution that it be wound up voluntarily because it is unable to pay its debts.
s.117Commencement of winding up
MODIFIED( 1 ) A voluntary winding up is deemed to commence — ( a ) at the time of the passing of the resolution for winding up; or ( b ) on the expiry of the period or the occurrence of the event specified in the company ’ s memorandum or articles of association, notwithstanding that a supervision order is subsequently made by the Court. ( 2 ) Subject to any contrary provision in its memorandum or articles of association, the voluntary winding up of an exempted limited duration company is taken to have commenced upon the expiry of a period of ninety days starting on — ( a ) the death, insanity, bankruptcy, dissolution, withdrawal, retirement or resignation of a member of the company; Section 118 Companies Act (2026 Revision) Page 96 Revised as at 1st January, 2026 c ( b ) the redemption, repurchase or cancellation of all the shares of a member of the company; or ( c ) the occurrence of any event which, under the memorandum or articles of associ ation of the company, terminates the membership of a member of the company, unless there remain at least two members of the company and the company is continued in existence by the unanimous resolution of the remaining members pursuant to amended memorandu m and articles of association adopted during that period of ninety days.
s.118Effect on business and status of the company
MODIFIED( 1 ) In the case of a voluntary winding up, the company shall from the commencement of its winding up cease to carry on its bus iness except so far as it may be beneficial for its winding up. ( 2 ) Notwithstanding anything to the contrary contained in the company ’ s articles of association, its corporate state and powers shall continue until the company is dissolved.
s.119Appointmen t of voluntary liquidator
MODIFIED( 1 ) One or more liquidators shall be appointed for the purpose of winding up the company ’ s affairs and distributing its assets. ( 2 ) When the winding up has commenced in accordance with the company ’ s memorandum or articles of association upon the termination of a fixed period or the occurrence of an event — ( a ) the persons designated as liquidators in the memorandum or articles of association shall become such liquidators automatically from the commencement of the winding up; or ( b ) if no such person is designated in the memorandum or articles of association or the person designated is unable or unwilling to act, the directors shall convene a general meeting of the company for the purpose of appointing a liquidator. ( 3 ) Except in the case of a person designated as liquidator in the company ’ s memorandum or articles of association, the appointment of a voluntary liquidator shall take effect upon the filing of that person’s consent to act with the Registrar. ( 4 ) If a vacancy occurs by death, resignation or otherwise in the office of voluntary liquidator appointed by the company — ( a ) the company in a general meeting may fill the vacancy; or ( b ) the Court may fill the vacancy on the application of any contributory or creditor. Companies Act (2026 Revision) Section 120 c Revised as at 1st January, 2026 Page 97 ( 5 ) On the appointment of a voluntary liquidator all the powers of the directors cease, except so far as the company in a general meeting or the liquidator sanctions their continuance. ( 6 ) When two or more persons are appointed as voluntary liquidators jointly, they shall be authorised to act jointly and severally unless their powers are expressly limited by the resolution or articles of association under which they are appointed.
s.120Qualifications of voluntary liquidators
MODIFIEDAny person, including a directo r or officer of the company, may be appointed as its voluntary liquidator.
s.121Removal of voluntary liquidators
MODIFIED( 1 ) A voluntary liquidator may be removed from office by a resolution of the company in a general meeting convened especially for that p urpose. ( 2 ) A general meeting of the company for the purpose of considering a resolution to remove its voluntary liquidator may be convened by any shareholder or shareholders holding not less than one fifth of the company ’ s issued share capital. ( 3 ) Whethe r or not a general meeting has been convened in accordance with subsection (2), any contributory may apply to the Court for an order that a voluntary liquidator be removed from office on the grounds that that person is not a fit and proper person to hold o ffice.
s.122Resignation of voluntary liquidator
MODIFIED( 1 ) Where two or more persons are appointed as joint voluntary liquidators, they may resign by filing a notice of resignation with the Registrar, so long as at least one of them continues in office. ( 2 ) Except as provided in subsection (1), a voluntary liquidator wishing to resign shall — ( a ) prepare a report and accounts; and ( b ) convene a general meeting of the company for the purpose of accepting that person’s resignation and releasing that person fr om the performance of any further duties, and shall cease to hold office with effect from the date upon which the resolution is passed. ( 3 ) In the event that the company fails to pass a resolution accepting that person’s resignation, the voluntary liquidat or may apply to the Court for an order that that person be released from the performance of any further duties. Section 123 Companies Act (2026 Revision) Page 98 Revised as at 1st January, 2026 c
s.124Application for supervision order
MODIFIED( 1 ) Where a company is being wound up voluntarily its liquidator shall apply to the Court for an order that the liquidation continue u nder the supervision of the Court unless, within twenty - eight days of the commencement of the liquidation, the directors have signed a declaration of solvency in the prescribed form in accordance with subsection (2). ( 2 ) A declaration of solvency means a d eclaration or affidavit in the prescribed form to the effect that a full enquiry into the company ’ s affairs has been made and that to the best of the directors ’ knowledge and belief the company will be able to pay its debts in full together with interest a t the prescribed rate, within such period, not exceeding twelve months from the commencement of the winding up, as may be specified in the declaration. ( 3 ) A person who knowingly makes a declaration under this section without having reasonable grounds for the opinion that the company will be able to pay its debts in full, together with interest at the prescribed rate, within the period specified commits an offence and is liable on summary conviction to a fine of ten thousand dollars and to imprisonment for two years.
s.125Avoidance of share transfers
MODIFIEDAny transfer of shares, not being a transfer with the sanction of the liquidator, and any alteration in the status of the company ’ s members made after the commencement of a voluntary winding up is void. Companies Act (2026 Revision) Section 126 c Revised as at 1st January, 2026 Page 99 1 26. General meeting at year ’ s end 126 . ( 1 ) In the event of a voluntary winding up continuing for more than one year, the liquidators shall summon a general meeting of the company at the end of the first year from the commencement of the winding up and at the end of each succeeding year and such meetings shall be held within three months of each anniversary of the commencement of the liquidation. ( 2 ) At each meeting the liquidator shall lay before the meeting a report and account of that person’s acts and dealings and the conduct of the winding up during the preceding year. ( 3 ) A liquidator who fails to comply with this section commits an offence and is liable on conviction to a fine of ten thousand dollars.
s.126General meeting at year ’ s end
REMOVED( 1 ) In the event of a voluntary winding up continuing for more than one year, the liquidators shall summon a general meeting of the com pany at the end of the first year from the commencement of the winding up and at the end of each succeeding year and such meetings shall be held within three months of each anniversary of the commencement of the liquidation. ( 2 ) At each meeting the liquida tor shall lay before the meeting a report and account of that person’s acts and dealings and the conduct of the winding up during the preceding year. ( 3 ) A liquidator who fails to comply with this section commits an offence and is liable on conviction to a fine of ten thousand dollars.
s.127Final meeting prior to dissolution
MODIFIED( 1 ) As soon as the company ’ s affairs are fully wound up, the liquidator shall make a report and an account of the winding up showing how it has been conducted and how the company ’ s property has been disposed of and thereupon shall call a general meeting of t he company for the purpose of laying before it the account and giving an explanation for it. ( 2 ) At least twenty - one days before the meeting the liquidator shall send a notice specifying the time, place and object of the meeting to each contributory in any manner authorised by the company ’ s articles of association and published in the Gazette. ( 3 ) The liquidator shall, no later than seven days after the meeting, make a return to the Registrar in the prescribed form specifying — ( a ) the date upon which the meeting was held; and ( b ) if a quorum was present, particulars of the resolutions, if any, passed at the meeting. ( 4 ) A liquidator who fails to call a general meeting of the company as required by subsection (1) or fails to make a return as required by sub section (3) commits an offence and is liable on conviction to a fine of ten thousand dollars.
s.128Effect of winding up on share capital of company limited by guarantee
MODIFIEDWhere a company limited by guarantee and having a capital divided into shares is being wound up voluntarily, any share capital that may not have been called upon shall be deemed to be an asset of t he company, and to be a special ty debt due from each member to the company to the extent of any sums that may be unpaid on any shares held by that person , and payable at such time as may be appointed by the liquidator. Section 129 Companies Act (2026 Revision) Page 100 Revised as at 1st January, 2026 c
s.129Reference of questions to Court
MODIFIED( 1 ) The voluntary liquidator or any contributory may apply to the Court to determine any question arising in the voluntary winding u p of a company or to exercise, as respects the enforcing of calls or any other matter, all or any of the powers which the Court might exercise if the company were being wound up under the supervision of the Court. ( 2 ) The Court, if satisfied that the deter mination of the question or the required exercise of power will be just and beneficial, may accede wholly or partly to the application on such terms and conditions as it thinks fit, or make such other order on the application as it thinks just. ( 3 ) The voluntary liquidator shall, within seven days of the making of an order under this section, forward a copy of the order to the Registrar who shall enter it in that person’s records relating to the company.
s.130Expenses of voluntary winding up
MODIFIED( 1 ) T he expenses properly incurred in the winding up, including the remuneration of the liquidator, are payable out of the company ’ s assets in priority to all other claims. ( 2 ) The rate and amount of the liquidator ’ s remuneration shall be fixed and payment auth orised by resolution of the company. ( 3 ) Each report and account laid before the company in general meetings by its liquidator shall contain all such information, including the rate at which the liquidator ’ s remuneration is calculated and particulars of th e work done, as may be necessary to enable the members to determine what expenses have been properly incurred and what remuneration is properly payable to the liquidator. ( 4 ) If the company fails to approve the liquidator ’ s remuneration and expenses or the liquidator is dissatisfied with the decision of the company, that person may apply to the Court which shall fix the rate and amount of that person’s remuneration and expenses. Winding up subject to the supervision of the Court
s.131Application for super vision order
MODIFIEDWhen a resolution has been passed by a company to wind up voluntarily, the liquidator or any contributory or creditor may apply to the Court for an order for the continuation of the winding up under the supervision of the Court, notwithst anding that the declaration of solvency has been made in accordance with sectio n 124 , on the grounds that — ( a ) the company is or is likely to become insolvent; or Companies Act (2026 Revision) Section 132 c Revised as at 1st January, 2026 Page 101 ( b ) the supervision of the Court will facilitate a more effective, economic or expeditious liquidation of the company in the interests of the contributories and creditors.
s.132Appointment o f official liquidator
MODIFIED( 1 ) When making a supervision order the Court — ( a ) shall appoint one or more qualified insolvency practitioners; and ( b ) may, in addition, appoint one or more foreign practitioners, as liquidator or liquidators of the company an d sectio n 105 shall apply as if the Court had made a winding up order. ( 2 ) Unless a voluntary liquida tor is appointed as an official liquidator, that person shall prepare a final report and accounts within twenty - eight days from the date of the supervision order.
s.133Effect of supervision order
MODIFIEDA supervision order shall take effect for all purpose s as if it was an order that the company be wound up by the Court except that — ( a ) the liquidation commenced in accordance with sectio n 117 ; and ( b ) the prior actions of the voluntary liquidator shall be valid and binding upon the company and its official liquidator. Offences of fraud, etc.
s.134Fraud, et c. in anticipation of winding up
MODIFIED( 1 ) Where a company is ordered to be wound up by the Court, or passes a resolution for voluntary winding up, any person, who is or was an officer, professional service provider, voluntary liquidator , restructuring offi cer or controller of the company and who, within the twelve months immediately preceding the commencement of the winding up, has — ( a ) concealed any part of the company ’ s property to the value of ten thousand dollars or more or concealed any debt due to or from the company; ( b ) removed any part of the company ’ s property to the value of ten thousand dollars or more; ( c ) concealed, destroyed, mutilated or falsified any documents affecting or relating to the company ’ s property or affairs; ( d ) made any false entry in any documents affecting or relating to the company ’ s property or affairs; ( e ) parted with, altered or made any omission in any document affecting or relating to the company ’ s property or affairs; or Section 135 Companies Act (2026 Revision) Page 102 Revised as at 1st January, 2026 c ( f ) pawned, pledged or disposed of any property of the company which has been obtained on credit and has not been paid for (unless the pawning, pledging or disposal was in the ordinary way of the company ’ s business), with intent to defraud the company ’ s creditors or contributories commits an offence and is liable on conviction to a fine and to imprisonment for five years. ( 2 ) In this section — “ officer ” includes a shadow director.
s.135Transactions in fraud of creditors
MODIFIEDWhere a company is ordered to be wound up by the Court or passes a resolution for voluntary winding up, any officer , restructuring officer, controller or professional service provider of the company who — ( a ) has made or caused to be made any gift or transfer of, or charge on, or has caused or connived at the levying of any executio n against, the company ’ s property; or ( b ) has concealed or removed any part of the company ’ s property, with intent to defraud the company ’ s creditors or contributories commits an offence and is liable on conviction to a fine and to imprisonment for five ye ars.
s.136Misconduct in course of winding up
MODIFIED( 1 ) Where a company is being wound up, whether by the Court or voluntarily, a person wh o is or was a director, officer , restructuring officer, controller or professional service provider of the company an d who — ( a ) does not to the best of that person’s knowledge and belief fully and truly discover to the liquidator — ( i ) all the company ’ s property (except such part as has been disposed of in the ordinary way of the company ’ s business); ( ii ) the date on wh ich and manner in which the company ’ s property or any part thereof property was disposed of, if it was disposed of; ( iii ) the persons to whom any property was transferred, if it was disposed of; or ( iv ) the consideration paid for any property which was dis posed of; ( b ) does not deliver up to the liquidator or does not deliver up in accordance with the directions of the liquidator any of the company ’ s property which is in that person’s custody or under that person’s control, and which that person is required by law to deliver up; ( c ) does not deliver up to the liquidator or does not deliver up, in accordance with the directions of the liquidator, all documents in that person’s custody Companies Act (2026 Revision) Section 137 c Revised as at 1st January, 2026 Page 103 or under that person’s control which belong to the company and which that person is required by law to deliver up; ( d ) knows or believes that a false debt has been proved by any person in the winding up and fails to inform the liquidator of such knowledge or belief as soon as practicable; ( e ) prevents the production of any docum ent affecting or relating to the company ’ s property or affairs; or ( f ) destroys, mutilates, alters or falsifies any books, papers or securities, or makes or is privy to the making of any false or fraudulent entry in any register, book of account or documen t belonging to the company, with intent to defraud the company ’ s creditors or contributories commits an offence and is liable on conviction to a fine of twenty five thousand dollars or to imprisonment for a term of five years, or to both. ( 2 ) In this section — “ officer ” includes a shadow director.
s.137Material omissions from statement relating to company ’ s affairs
MODIFIED( 1 ) Where a company is being wound up, whether by the Court or voluntarily, a person who is or was a director, an officer , a manager , restructuring officer, controller or a professional service provider of the company, commits an offence if that person makes any material omission in any statement relating to the company ’ s affairs, with intent to defraud the company ’ s creditors or contr ibutories. ( 2 ) A person who commits an offence under subsection (1) is liable on conviction to a fine of twenty - five thousand dollars or to imprisonment for a term of five years, or to both. ( 3 ) In this section — “ officer ” includes a shadow director. Gener al provisions
s.138Getting in the company ’ s property
MODIFIED( 1 ) Where any person has in that person’s possession any property or documents to which the company appears to be entitled, the Court may require that person to pay, transfer or deliver such prope rty or documents to the official liquidator. ( 2 ) Where the official liquidator seizes or disposes of any property which that person reasonably believed belonged to the company, that person shall not be personally liable for any loss or damage caused to its true owner except in so far as such loss or damage is caused by that person’s own negligence. Section 139 Companies Act (2026 Revision) Page 104 Revised as at 1st January, 2026 c
s.139Provable debts
MODIFIED( 1 ) All debts payable on a contingency and all claims against the company whether present or future, certain or contingent, ascertained or sounding only in damages, shall be admissible to proof against the company and the official liquidator shall make a just estimate so far as is possible of the value of all such debts or claims as may be subject to any contingency or sound only in damages or which for some other reason do not bear a certain value. ( 2 ) Foreign taxes, fines and penalties shall be admissible to proof against the company only if and to the extent that a jud gment in respect of the same would be enforceable against the company pursuant to the Foreign Judgments Reciprocal Enforcement Act ( 1996 Revision ) or any laws permitting the enforcement of foreign taxes, fines and penalties.
s.140Distribution of the comp any ’ s property
MODIFIED( 1 ) Subject to subsection (2), the property of the company shall be applied in satisfaction of its liabilities pari passu and subject thereto shall be distributed amongst the members according to their rights and interests in the compan y. ( 2 ) The collection in and application of the property of the company referred to in subsection (1) is without prejudice to and after taking into account and giving effect to the rights of preferred and secured creditors and to any agreement between the company and any creditors that the claims of such creditors shall be subordinated or otherwise deferred to the claims of any other creditors and to any contractual rights of set - off or netting of claims between the company and any person or persons (includ ing without limitation any bilateral or any multi - lateral set - off or netting arrangements between the company and any person or persons) and subject to any agreement between the company and any person or persons to waive or limit the same. ( 3 ) In the absen ce of any contractual right of set - off or non set - off, an account shall be taken of what is due from each party to the other in respect of their mutual dealings, and the sums due from one party shall be set - off against the sums due from the other. ( 4 ) Sums due from the company to another party shall not be included in the account taken under subsection (3) if that other party had notice at the time they became due that a petition for the winding up of the company was pending. ( 5 ) Only the balance, if any, o f the account taken under subsection (3) shall be provable in the liquidation or, as the case may be, payable to the liquidator as part of the assets.
s.142Secured creditors
MODIFIED( 1 ) Notwithstanding that a winding up order has been made, a creditor who has security over th e whole or part of the assets of a company is entitled to enforce that person’s security without the leave of the Court and without reference to the liquidator. ( 2 ) Where the liquidator sells assets on behalf of a secured creditor, that person is entitled to deduct from the proceeds of sale a sum by way of remuneration equivalent to that which is or would be payable under sectio n 109 .
s.143Preferential charge on goods distrained
MODIFIEDIn the event of a landlord or other person entitled to receive rent distraining or having distrained on any goods or effects of the company within three months preceding th e date of the winding up order, the debts to which priority is given by sectio n 141 shall be a first charge on the goods o r effects so distrained on or the proceeds of sale thereof.
s.144Effect of execution or attachment
MODIFIED( 1 ) Where a creditor has issued execution against the goods or land of a company or has attached any debt due to it, and the company is subsequently w ound up, that person is not entitled to retain the benefit of the execution or attachment against the liquidator unless that person has completed the execution or attachment before the commencement of the winding up. ( 2 ) Notwithstanding subsection (1) — ( a ) where a creditor has had notice of a meeting having been called at which a resolution for voluntary winding up is to be proposed, the date on which that person had notice is substituted for the purpose of subsection (1) for the date of commencement of th e winding up; ( b ) a person who purchases in good faith under a sale by the bailiff any goods of a company on which execution has been levied in all cases acquires a good title to them against the liquidator; and Section 145 Companies Act (2026 Revision) Page 106 Revised as at 1st January, 2026 c ( c ) the rights conferred by subsection (1) on the liquidator may be set aside by the Court in favour of the creditor to such extent and subject to such terms as the Court thinks fit. ( 3 ) For the purposes of this Act — ( a ) an execution against goods is completed by seizure and sale; ( b ) an execution against securities is completed upon making a charging order absolute; ( c ) an attachment of a debt is completed by receipt of the debt; and ( d ) an execution against land is completed by the registration of a charging order.
s.145Voidable preference
MODIFIED( 1 ) Every conveyance or transfer of property, or charge thereon, and every payment obligation and judicial proceeding, made, incurred, taken or suffered by any company in favour of any creditor at a time when the company is unable to pay its debts within the meaning of sectio n 93 with a view to giving such creditor a preference over the other creditors s hall be voidable upon the application of the company’s liquidator if made, incurred, taken or suffered within six months immediately preceding the commencement of a liquidation. ( 2 ) A payment made as aforesaid to a related party of the company shall be dee med to have been made with a view to giving such creditor a preference. ( 3 ) For the purposes of this section a creditor shall be treated as a “related party” if it has the ability to control the company or exercise significant influence over the company in making financial and operating decisions.
s.146Avoidance of dispositions made at an undervalue
MODIFIED( 1 ) In this section and section 147 — ( a ) “ disposition ” has the meaning ascribed in Part VI of the Trusts Act ( 2021 Revision ) ; ( b ) “ intent to defraud ” means an intention to wilfully defeat an obligation owed to a creditor; ( c ) “ obligation ” means an obligation or liability (which includes a contingent liability) which existed on or prior to the date of the relevant disposition; ( d ) “ transferee ” means the person to whom a relevant disposition is made and shall include any successor in title; and ( e ) “ undervalue ” in relation to a disposition of a company ’ s property means — ( i ) the provision of no consideration for the disposition; or Companies Act (2026 Revision) Section 147 c Revised as at 1st January, 2026 Page 107 ( ii ) a consideration for the disposition the value of which in money or monies worth is significantly less than the value of the property which is the subject of the disposition. ( 2 ) Every dis position of property made at an undervalue by or on behalf of a company with intent to d efraud its creditors shall be voidable at the instance of its official liquidator. ( 3 ) The burden of establishing an intent to defraud for the purposes of this section shall be upon the official liquidator. ( 4 ) No action or proceedings shall be commenced b y an official liquidator under this section more than six years after the date of the relevant disposition. ( 5 ) In the event that any disposition is set aside under this section, then if the Court is satisfied that the transferee has not acted in bad faith — ( a ) the transferee shall have a first and paramount charge over the property, the subject of the disposition, of an amount equal to the entire costs properly incurred by the transferee in the defence of the action or proceedings; and ( b ) the relevant di sposition shall be set aside subject to the proper fees, costs, pre - existing rights, claims and interests of the transferee (and of any predecessor transferee who has not acted in bad faith).
s.147Fraudulent trading
MODIFIED( 1 ) If in the course of the winding up of a company it appears that any business of the company has been carried on with intent to defraud creditors of the company or creditors of any other person or for any fraudulent purpose the liquidator may apply to the Court for a declaration u nder this section. ( 2 ) The Court may declare that any persons who were knowingly parties to the carrying on of the business in the manner mentioned in subsection (1) are liable to make such contributions, if any, to the company ’ s assets as the Court thinks proper.
s.148Supply of utilities
MODIFIED( 1 ) If a request is made by or with the concurrence of the liquidator (including a provisional liquidator) or a restructuring officer for the giving, after the effective date, of any of the supplies mentioned in sub section (2), the supplier — ( a ) may make it a condition of the giving of the supply that the liquidator (including a provisional liquidator) or restructuring officer personally guarantees the payment of any charges in respect of the supply; but ( b ) shall n ot make it a condition of the giving of the supply, or do anything which has the effect of making it a condition of the giving of the supply, Section 149 Companies Act (2026 Revision) Page 108 Revised as at 1st January, 2026 c that any outstanding charges in respect of a supply given to the company before the effective date are paid. ( 2 ) T he supplies referred to in subsection (1) are — ( a ) a supply of electricity; ( b ) a supply of water; and ( c ) a supply of telecommunication services. ( 3 ) In this section — “ effective date ” means — ( a ) the date on which the provisio nal liquidator was appointe d; ( b ) the date on whic h the winding up order was made; or (c) the date on which the restructuring officer was appointed.
s.150Currency of the liquidation
MODIFIED( 1 ) In the case of a solvent liquidation, a company ’ s creditors are entitled to receive payment of their debts in the currency of the obligation. ( 2 ) In the case of an insolvent liquidation, a comp any ’ s liabilities shall be translated into the functional currency of the company at the exchange rates ruling — ( a ) on the date of the commencement of the voluntary liquidation; or ( b ) on the day upon which the winding up order is made. Companies Act (2026 Revision) Section 151 c Revised as at 1st January, 2026 Page 109 ( 3 ) For the purpos es of this section the functional currency of a company is the currency of the primary economic environment in which it operated as at the commencement of the liquidation. Dissolution of a Company
s.153Unclaimed dividends and undistributed assets
MODIFIED( 1 ) Any unclaimed dividends o r undistributed assets in the possession or control of the liquidator or former liquidator of a company shall be held by that person as trustee upon trust for the benefit of the contributories or creditors to whom such funds are owed. Section 154 Companies Act (2026 Revision) Page 110 Revised as at 1st January, 2026 c ( 2 ) At the end of one year after the dissolution of the company, the former liquidator shall transfer any funds or other assets held on trust by that person to the Minister charged with responsibility for Finance who shall manage them in accordance with Part 8 of the Public Ma nagement and Finance Act ( 202 6 Revision ) . Insolvency rules and regulations
s.154Insolvency Rules Committee
MODIFIED( 1 ) There shall be established an Insolvency Rules Committee comprising — ( a ) the Chief Justice or other judge nominated by the Chief Justice in that person’s place who shall be chairperson ; ( b ) the Attorney General or that person’s nominee; ( c ) two attorneys - at - law appointed by the Chief Justice on the recommendation of the Cayman Island s Legal Practitioner s Association; ( d ) a qualified insolve ncy practitioner appointed by the Chief Justice upon the recommendation of the Cayman Islands Institute of Professional Accountants; ( e ) a person appointed by the Chief Justice who, in that person’s opinion, demonstrates a wide knowledge of law, finance, financial re gulation or insolvency practice; and (f) a qualified insolvency practitioner appointed by the Chief Justice on the recommendation of the Recovery and Insolvency Specialists Association. ( 2 ) The quorum of the Insolvency Rules Committee shall b e the chairperson and three other members of the Committee; and the chairperson shall have a casting vote.
s.155Powers of the Insolvency Rules Committee
MODIFIED( 1 ) The Insolvency Rules Committee shall have power — ( a ) to make rules and prescribe forms for the purpose of giving effect to Parts 4 , 5 and 16 ; ( b ) to prescribe court fees to be paid in connection with — ( i ) applications under Part 4 ; ( ii ) winding up proceedings under Part 5 ; and ( iii ) applications under Part 16 ; and ( c ) to make rules for the purpose of specifying — ( i ) the qualifications which must be held by a person appointed to the office of official liquidator; Companies Act (2026 Revision) Section 156 c Revised as at 1st January, 2026 Page 111 ( ii ) persons who are disqualified from holding office as official liquidator either generally or in relation to a particular compa ny which is not in liquidation before the court; ( iii ) the nature and scope of professional indemnity insurance, if any, required to be held by persons appointed to the office of official liquidators; and ( iv ) the nature and scope of security bonds, if any, required to be posted by persons appointed to the office of official liquidator. ( 2 ) The Insolvency Rules Committee, after consultation with the Authority and with any organisation representing insolvency practitioners in the Islands, shall make rules prescribing the rates of fees which may be charged by an official liquidator.
s.156Striking off for failure to pay fine
MODIFIEDWhere an administrative fine imposed in accordance with section 26 of the Beneficial Ownership Transparency Act (2026 Revision) remains unpaid for ninety days after imposition of the fine, the Registrar may strike the company off the register and the company shall thereupon be dissolved. 157. Company being wound up may be struck off register for want of liquidator, etc. 157 . Where a company is being wound up, and the Registrar has re asonable cause to believe either that no liquidator is acting, or that the affairs of the company are fully wound up, that person may strike the company off the register and the company shall thereupon be dissolved.
s.158Registrar to publish fact of comp any being struck off register
MODIFIEDThe Registrar shall immediately publish a Government Notice to the effect that the company in question has been struck off the register, the date on which it has been struck off and the reason therefor. Such notice shall be gazetted. Section 159 Companies Act (2026 Revision) Page 112 Revised as at 1st January, 2026 c 159. Company, member or creditor may apply to court for company to be reinstated 159 . (1) If a company or any member or creditor of a company feels aggrieved by the company having been struck off the register in accordance with this Act, th e company, member or creditor may apply to the Court to have the company restored to the register. (2) An application referred to in subsection (1) shall be made by the company or any member or creditor of the company — (a) within two years after the dat e on which the company was struck off the register; or (b) where the Cabinet allows, after the two - year period referred to in paragraph (a) but not more than ten years after the date on which the company was struck off the register. (3) Upon an applicati on under subsection (1), if the Court is satisfied that — (a) the company was, at the time of the striking off, carrying on business or in operation, or otherwise; and (b) it is just that the company be restored to the register, the Court may order that the name of the company be restored to the register on payment by the company of a reinstatement fee equivalent to two times the original incorporation or registration fee, and on terms and conditions as to the Court may seem just. (4) Where the Court ord ers that the name of the company is to be restored to the register under subsection (3) — (a) the company is deemed to have continued in existence as if its name had not been struck off the register; and (b) the Court, by the same or any subsequent order, may give directions and make provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off the register.
s.160Liability of members of company to remain
MODIFIEDThe striking off the register of any company under this Act shall not affect the liability, if any, of any director, manager, officer or member of the company, and such liability shall continue and may be enforced as if the company had not bee n dissolved.
s.161Registrar not liable for any act performed under this Part
MODIFIEDNo liability shall attach for any act performed or thing done by the Registrar under this Part. Companies Act (2026 Revision) Section 162 c Revised as at 1st January, 2026 Page 113
s.162Vesting of property
MODIFIEDAny property vested in or belonging to any c ompany struck off the register under this Act shall thereupon vest in the Minister charged with responsibility for Finance and shall be subject to disposition by the Cabinet, or to retention for the benefit of the Islands.
s.163What companies may apply to be registered as exempted companies
MODIFIEDAny proposed company applying for registration under this Act , the objects of which are to be carried out mainly outside the Islands or pursuant to a licence to carry on business in the Islands to which sectio n 174 refers , may apply to be registered as an exempted company.
s.165Declaration by proposed company
MODIFIEDA proposed exempted company applying for registration as an exempted company shall submit to the Registrar a declaration signed by a subscriber to the effect that the operation of the proposed exempted company will be conducted mainly outside the Islands or pursuant to a licence to carry on business in the Islands to which section 174 refers .
s.167Repealed
MODIFIEDRepealed by section 3 of t he Companies (Amendment) Act , 2016 [Law 3 of 2016] .
s.168Annual return
MODIFIEDIn January of each year after the year of its registration each exempted company that does not hold a licence to carry on business in the Is lands to which section 174 refers shall furnish to the Registrar a return which shall be in the form of a dec laration that — ( a ) since the previous return or since registration, as the case may be, there has been no alteration in the memorandum of association, other than an alteration in the name of the company effected in accordance with sectio n 31 or an alteration already reported in accordance with sectio n 10 ; Section 169 Companies Act (2026 Revision) Page 114 Revised as at 1st January, 2026 c (aa) stat es the nature of the business; ( b ) the operations of the exempted company since the last return or since registration of the exempted company, as the case may be, have been mainly outside the Islands; and ( c ) section 174 has been and is being complied with.
s.170Failure to comply with section 168 or 169
MODIFIEDAny exempted company which fails to co mply with section 168 o r 169 shall be deemed to be a defunct company and shall thereupon be dealt with as such under Part 6 but without prejudice to its being registered again as though it were being registered for the first time.
s.171Registrar to give notice
MODIFIEDBefore taking action under sectio n 170 , the Registrar shall give one month ’ s notice to the defaultin g company and, if the default is made good before the expiry of such notice, sections 168 an d 169 shall be deemed to have been complied with.
s.172False statement in declaration
MODIFIEDIf any declaration under sectio n 165 or 168 contains any wilful f alse statement or misrepresentation the company shall, on proof thereof, be liable to be immediately dissolved and removed from the register and in such case any fee tendered under sectio n 26 (4) o r 169 shall be forfeited to the Minister charged with respon sibility for Finance for credit to the general revenue. Companies Act (2026 Revision) Section 173 c Revised as at 1st January, 2026 Page 115
s.173Penalty for false declaration
MODIFIEDEvery director and officer of a company who knowingly makes or permits the making of any such declaration knowing it to be false commits an offence and is lia ble on summary conviction to a fine of five thousand dollars and to imprisonment for a term of one year, or to both.
s.174Prohibited enterprises
MODIFIED( 1 ) An exempted company shall not carry on a trade or business in the Islands with any person, except in furtherance of the business of the exempted company carried on outside of the Islands, unless that exempted company holds a licence to carry on business in the Islands under any applicable law. ( 2 ) Nothing in this section shall be construed so as to preve nt an exempted company effecting and concluding contracts in the Islands and exercising in the Islands all its powers necessary for the carrying on of its business outside the Islands. ( 3 ) An exempted company that holds a licence to carry on business in th e Islands under any applicable law, shall from the date of issue of such licence, continue for all purposes as if incorporated and registered as an ordinary resident company under and subject to this Act the provisions of which shall apply to the company a nd to persons and matters associated with the company as if the company were incorporated and registered under this Act except as provided in section 7(1)(a), 8(1) and (4), 13( 1)(a), 26(3) , 30(3), 31(1), 41(2), 42, 50(2) , 166 , 169 , 175 or 252(2) .
s.175Prohibited sale of securities
MODIFIEDAn exempted comp any that is not listed on the Cayman Islands Stock Exchange is prohibited from making any invitation to the public in the Islands to subscribe for any of its securities.
s.176Penalty for carrying on business contrary to this Part
MODIFIEDIf an exempted comp any carries on any business in the Islands in contravention of this Part then, without prejudice to any other proceedings that may be taken in respect of the contravention, the exempted company and every director, provisional director and officer of the ex empted company who is responsible for the contravention commits an offence and is liable on summary conviction to a fine of one hundred dollars for every day during which the contravention occurs or continues, and the exempted company shall be liable to be immediately dissolved and removed from the register. Section 177 Companies Act (2026 Revision) Page 116 Revised as at 1st January, 2026 c
s.177Electronic business by exempted companies
MODIFIEDNothing in this Act shall prohibit an exempted company from offering, by electronic means, and subsequently supplying, real or personal property, se rvices or information from a place of business in the Islands or through an internet service provider or other electronic service provider located in the Islands.
s.179Registration as an exempted limited duration company
MODIFIED( 1 ) The Registrar shall register as an exempted limit ed duration company an exempted company that has made application under sectio n 178 if — ( a ) the comp any has at least two subscribers or two members; ( b ) where the company was not already registered as a company prior to the application — ( i ) the memorandum of association of the company limits the duration of the company to a period of thirty years or les s; and ( ii ) the name of the company includes at its end “Limited Duration Company” or “LDC”; and ( c ) where the company was already registered as a company prior to the application — ( i ) the Registrar has been supplied, where the duration of the company is not already limited to a period of thirty years or less with a certified copy of a special resolution of the company altering its memorandum of association to limit the duration of the company to a period of thirty years or less; and Companies Act (2026 Revision) Section 180 c Revised as at 1st January, 2026 Page 117 ( ii ) the Registrar has been supplied, in accordance with sectio n 31 , with a copy of a special resolution of the company changing its name to a name that includes at its end “Limited Duration Company” or “LDC”. ( 2 ) On registering an exempted company as an exempted limited duration company the Registrar shall — ( a ) in the case of a company referred to in paragraph (b) of subsection (1), certify in the certi ficate of incorporation issued in accordance with section 27(3 ) or the certificate of registration by way of continuation issued in accordance with section 201(1) that the company is registered as an exempted limited duration company; and ( b ) in the case o f a company referred to in paragraph (c) of subsection (1), certify in the certificate of incorporation issued in accordance with section 31(2) that the company is registered as an exempted limited duration company stating the date of such registration. ( 3 ) A special resolution passed for the purpose of paragraph (c)(ii) of subsection (1) has no effect until the company is registered as an exempted limited duration company.
s.180Contents of articles of association
MODIFIED( 1 ) The articles of association of a n exempted limited duration company may provide that the transfer of any share or other interest of a member of the company requires the unanimous resolution of all the other members. ( 2 ) The articles of association of an exempted limited duration company may provide that the management of the company is vested in the members of the company either equally per capita or in proportion to their share or other ownership interest in the company or in such other manner as may be specified in the articles of assoc iation. ( 3 ) Where the articles of association of an exempted limited duration company contain the provision referred to in subsection (2), the members of the company are to be considered to be the directors of the company but with power, if so provided by the articles of association, to delegate the management to a board of directors.
s.181Cancellation of registration
MODIFIED( 1 ) A company ceases to be an exempted limited duration company if — ( a ) the Registrar issues a certificate under sectio n 207 on de registration of the company; ( b ) the Registrar issues a certificate of incorporation in accordance with section 31(2) which records a change of name for the company that does not include at its end “Limited Duration Company” or “LDC”; or Section 182 Companies Act (2026 Revision) Page 118 Revised as at 1st January, 2026 c ( c ) the company passes a special resolution in accordance with sectio n 10 to alter its memorandum of association to provide for a period of duration of the company that exceeds or is capable of exceeding thi rty years, and in the case of paragraph (b) or (c), the company pays a de registration fee of four hundred dollars. ( 2 ) On a company ceasing to be an exempted limited duration company — ( a ) the Registrar shall, where the company has ceased to be an exempted limited duration company by virtue of paragraph (b) or (c) of subsection (1), issue to the company a certificate of incorporation altered to meet the circumstances of the case; and ( b ) in all cases the certificate issued by virtue of section 179(2) ceases to have effect. ( 3 ) A special resolution passed for the purpose of paragraph (c) of subsection (1) has no effect until a certificate of incorporation is issued by the Registrar under paragraph (a) of subsection (2).
s.182Electronic business by exempted limited duration companies
MODIFIEDNothing in this Act shall prohibit an exempted limited duration company from offering, by electronic means, and subsequently supplying, real or personal property, services or information from a place of business in the Islan ds or through an internet service provider or other electronic service provider located in the Islands. PART 8 A - Special Economic Z one Companies 182A. Exempted company may apply to be registered as a special economic zone company 182A .( 1 ) An exempted company that does not hold a licence to carry on business in the Islands to which section 174 refers m ay, at any time, apply to the Registrar to be registered as a special economic zone company. ( 2 ) An application may also be made under subsection (1) at the same time as an application is made — ( a ) to register a proposed company as an exempted company; ( b ) to re - register an ordinary non - resident company as an exempted company; or ( c ) to register a company by way of continuation as an exempted company. ( 3 ) An application under subsection (1) shall be accompanied by a fee which shall be equal to the lowest band of the annual fee payable by an exempted company under section 169(1) as specified in paragraph (a) of Part 4 of
s.183Definition of foreign company
MODIFIEDIn this Part, a foreign company means an overseas company which, after the 1st December, 1961, establishes a place of business or commences carrying on business (which expressions in this Part include, without limiting their generality, the sale by or on behalf of an overseas company of its shares or debentures and offering, by electronic means, and subsequently supply ing, real or personal property, services or information from a place of business in the Islands or through an internet service provider or other electronic service provider located in the Islands) within the Islands, and all overseas companies which before the 1st December, 1961 established a place of business or carried on business as aforesaid within the Islands at the 1st December, 1961.
s.184Documents, etc., to be delivered to Registrar by foreign companies
MODIFIED( 1 ) Every foreign company shall, within one month after becoming a foreign company as defined in sectio n 183 , deliver to the Registrar for r egistration the following — ( a ) a certified copy of the foreign company ’ s certificate of formation or incorporation, or the equivalent document issued by the relevant authority as evidence of its formation or incorporation; ( b ) a certificate of good standi ng issued by the relevant authority (or a certified copy thereof), or, if the relevant authority does not issue such certificates of good standing, a declaration signed by a director of the foreign company that the foreign company is in good standing with the relevant authority, in either case, dated no earlier than one month prior to the date of its delivery to the Registrar; Companies Act (2026 Revision) Section 185 c Revised as at 1st January, 2026 Page 121 ( c ) a certified copy of any charter, bye - laws or memorandum or articles of association or other constitutional document (howsoever c alled) of the foreign company that is required to be filed with the relevant authority under the laws of the relevant jurisdiction in connection with the incorporation or formation of the foreign company; ( d ) a list of its directors, containing such particulars with respect to the directors as are by this Act required to be contained with respect to directors in the register of the directors of a company; and ( e ) the names and addresses of some one or more than one person resident in the Islands authorised to accept on its behalf service of process and any notices required to be served on it, and shall pay to the Registrar the fee specified in Part 5 of
s.185Power of certain foreign companies to hold land
MODIFIED( 1 ) An overseas company shall not have power to hold land in the Islands except where it is a foreign company which has delivered to the Registrar documents, particulars and fees specified in sectio n 184 . ( 2 ) If an overseas company which is not a foreign company holds land in the Islands or if a foreign company ceases to carry on, or have a place of business in the I slands or ceases to be a foreign company or fails to comply with this Part, the Cabinet may, whenever it appears to it to be necessary in the public interest, order the overseas company to transfer any lands held by, vested in or belonging to it to a perso n capable of holding such lands and of being registered as proprietor thereof under the Registered Land Act ( 2018 Revision ) . ( 3 ) If an overseas company fails to comply with an order under subsection (2), the Registrar may apply to the Court for an order th at the land shall vest in the Minister charged with responsibility for Finance for the benefit of the Islands and be subject to the disposition of the Cabinet, and the Court may order accordingly. Section 186 Companies Act (2026 Revision) Page 122 Revised as at 1st January, 2026 c ( 4 ) An order under subsection (2), and any order or proceed ings required by the Court to be served in respect of an application under subsection (3) shall be served by personal service on a person, if any, whose name and address has been delivered by the company to the Registrar under paragraph (e) of section 184( 1): Provided that, in the event any such order or proceedings may not be served by such personal service, it or they may be served by — ( a ) personal service on the attorney holding a power of attorney whereunder that person is authorised to accept service of orders and proceedings of the Court; ( b ) sending it by registered post to the overseas company at its usual or last known postal address in the Islands; ( c ) leaving it at the last known place of business of the overseas company in the Islands; ( d ) publi cation in three consecutive issues of the Gazette; ( e ) publication in three consecutive issues of a newspaper published and circulating in the Islands; or ( f ) displaying it in a prominent position on the lands and causing it to be kept so displayed for one month. ( 5 ) In this section — “ hold land ” bears the meaning ascribed to that expression in section 32(3).
s.186Registration of foreign companies
MODIFIED( 1 ) Upon compliance with sectio n 184 , the Registrar shall issue a certificate under that person’s hand and seal of office that the foreign company is registered under this Act . ( 2 ) A certificate of regi stration of a foreign company issued under subsection (1) shall be conclusive evidence that compliance has been made with all requirements of this Act in respect of registration.
s.187Return to be delivered to Registrar where documents etc., altered
MODIFIEDIf, in the case of any foreign company, an alteration is made in or to any document or other information filed with the Registrar pursuant to section 184(1) (other than a document referred to in section 184(1)(b)) the foreign company shall, within thirty days after the date of such alteration, deliver to the Registrar for registration a return containing the particulars of the alteration. 188. Obligation to state name of foreign company, whether limited, and country where formed or incorporated 188 . Ever y foreign company shall — Companies Act (2026 Revision) Section 189 c Revised as at 1st January, 2026 Page 123 ( a ) in every prospectus inviting subscriptions for its shares or debentures in the Islands state the country in which the foreign company is formed or incorporated; ( b ) conspicuously exhibit on every place where it carries on busi ness in the Islands the name of the foreign company and the country in which the foreign company is formed or incorporated; ( c ) cause the name of the foreign company and of the country in which it is formed or incorporated to be stated in legible character s on all bill heads, letter paper, notices, advertisements and other official publications; and ( d ) if the liability of the members of the foreign company is limited, cause notice of that fact to be stated in every such prospectus as aforesaid and on all b ill heads, letter paper, notices, advertisements and other official publications in the Islands, and to be affixed on every place where it carries on its business in the Islands.
s.189Service on foreign company to which this Part applies
MODIFIEDAny process or notice required to be served on a foreign company shall be sufficiently served if addressed to any person whose name has been delivered to the Registrar under sectio n s 184 o r 187 and left at or sent by post to the address which has been so delivered: Provided that — ( a ) where any such foreign company makes default in delivering to the Registr ar the name and address of a person resident in the Islands who is authorised to accept on behalf of the foreign company service of process or notices; or ( b ) if, at any time, all the persons whose names and addresses have been so delivered are dead or hav e ceased so to reside, or refuse to accept service on behalf of the company, or for any reason cannot be served, a document may be served on the foreign company by leaving it at or sending it by post to any place of business established by the foreign comp any in the Islands.
s.190Deeds, etc., of overseas companies
MODIFIEDThe execution of a contract or other instrument in accordance with section 81(6)(a) and the fact that it was executed in accordance with a requirement referred to in section 81(6)(b) may be proved by the affidavit or solemn declaration of a witness to the execution of the contract or other instrument sworn or made before a notary public or any other person qualified to administer oaths in any jurisdiction. Section 191 Companies Act (2026 Revision) Page 124 Revised as at 1st January, 2026 c
s.191Execution of deeds, etc.
MODIFIED( 1 ) An overseas company may appoint and empower a person either generally or in respect of a specified matter, to execute deeds or instruments under seal on its behalf. ( 2 ) Any appointment under subsection (1) need not be made by deed or instrument under seal, but any person so appointed otherwise than by deed or instrument under seal shall not constitute the donee of a power under the Powers of Attorney Act ( 1996 Revision ) (but without prejudice to the authority otherwise conferred upon them by the overs eas company). ( 3 ) A deed or instrument under seal, signed by a person on behalf of an overseas company pursuant to authority conferred pursuant to subsection (1), shall be binding on that overseas company and shall have effect as if it were executed as suc h by the overseas company.
s.192Removing company ’ s name from register
MODIFIEDIf any foreign company ceases to carry on or have a place of business in the Islands it shall forthwith give notice of the fact to the Registrar and, as from the date on which notice is so given, the obligation of the foreign company to deliver any document to the Registrar shall cease: Provided that where the Registrar is satisfied by any other means that the foreign company has ceased to carry on or have a place of business in the Islands it shall be lawful for the Registrar to close the file of the foreign company and thereupon the obligation of the foreign company to deliver any document to the Registrar shall cease.
s.193Penalties for failing to comply with this Part
MODIFIEDWhenever any foreign company fails to comply with any of the foregoing provisions of this Part, it and every officer or agent of it, commits an offence and is liable to a fine of one hundred dollars or, in the case of a continuing offence, a further fine o f ten dollars for every day during which the default continues.
s.196Application to existing companies
MODIFIEDIn the application of this Act to existing com panies, it shall apply in the same manner in the case of — ( a ) a limited company, other than a company limited by guarantee, as if the company had been formed and registered under this Act as a company limited by shares; ( b ) a company limited by guarantee, as if the company had been formed and registered under this Act as a company limited by guarantee; and Section 197 Companies Act (2026 Revision) Page 126 Revised as at 1st January, 2026 c ( c ) a company other than a limited company, as if the company had been formed and registered under this Act as an unlimited company.
s.200Express fees
MODIFIED( 1 ) The Registrar, on receipt of — (a) an application for registration under section 26 , 184 or 201 ; (b) an application for re - registration under section 178 , 182A , 210 or 214 ; (c) an application for registration of a change of name under section 31 ; (d) an application for a merger or consolidation under section 233 o r 237 ; (e) the required information and relevant deregistration fee in accordance with section 181(1)(b) or (c) or 182C(1)(b); (f) an application for deregistration under sectio n 206 ; (g) an application for any other certificate which the Registrar is authorised to provide under this Act; or (h) any relevant information for a transaction under subsection (2), which is accompanied by the prescribed fees and the prescribed express fee, shall complete the relevant transaction by — ( i) the end of the working day, where the application or relevant information and all fees are received by 12 noon; or (ii) 12 noon on the following working day, where the application or relevant information and all fees are received after 12 noon. (2) Fo r the purposes of subsection (1)(h), the transactions are — (a) the filing of any document with the Registrar (other than the filing of any document made as part of an application); (b) certifications by the Registrar; (c) the issuance or making of copi es by the Registrar; (d) the issuance of certificates by the Registrar, including customi s ed certificates; or (e) the issuance of letters by the Registrar, including customised letters. 200A. Certificate of good standing 200A .( 1 ) The Registrar may on application made by a company issue a certificate of good standing to a company that is in good standing in accordance with subsection (2). ( 2 ) A certificate of good standing is evidence of the fact that the company is in good standing on the date that th e certificate of good standing is issued. ( 3 ) A company shall be deemed to be in good standing if all fees and penalties under this Act have been paid and the Registrar has no knowledge that the company is in default under this Act . Section 201 Companies Act (2026 Revision) Page 128 Revised as at 1st January, 2026 c
s.201Application for continuation
MODIFIED( 1 ) A body corporate incorporated, registered or existing with limited liability and with or without a share capital under the laws of any jurisdiction outside the Islands (which body corporate is in this Part referred to as a “ registrant ”) may apply to the Registrar to be registered by way of continuation as an exempted company limited by shares under this Act . ( 2 ) The Registrar shall register a registrant if — ( a ) the registrant is incorporated, registered or existing in a jurisdiction whose laws permit or do not prohibit the transfer of the registrant in the manner hereinafter provided in this Part (hereinafter in this section referred to as “a relevant jurisdiction”); ( b ) the registrant has paid to the Registrar a fee equal to the fee payable on the registration of an exempted company under sectio n 26 ; ( c ) the registrant has de livered to the Registrar the documents listed in paragraphs (a) to (d) of section184(1) (in this Part referred to as “the charter documents”); ( d ) the name of the registrant is acceptable to the Registrar under sectio n 30 or the registrant has undertaken to change the name to an acceptable name within sixty days of registration; ( e ) the registrant has fil ed with the Registrar notice of the address of its proposed registered office in the Islands; ( f ) the registrant has filed with the Registrar a declaration signed by a director of the registrant that the operations of the registrant will be conducted mainl y outside the Islands; ( g ) no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the registrant in any jurisdiction; ( h ) no receiver, trustee, administrator or other simil ar person has been appointed in any jurisdiction and is acting in respect of the registrant, its affairs or its property or any part thereof; ( i ) no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction wh ereby the rights of creditors of the registrant are and continue to be suspended or restricted; ( j ) the registrant is able to pay its debts as they fall due; ( k ) the application for registration is bona fide and not intended to defraud existing creditors o f the registrant; Companies Act (2026 Revision) Section 201 c Revised as at 1st January, 2026 Page 129 ( l ) the registrant has delivered to the Registrar an undertaking signed by a director of the registrant that notice of the transfer has been or will be given within twenty - one days to the secured creditors of the registrant; ( m ) any conse nt or approval to the transfer required by any contract or undertaking entered into or given by the registrant has been obtained, released or waived, as the case may be; ( n ) the transfer is permitted by and has been approved in accordance with the charter documents of the registrant; ( o ) the laws of the relevant jurisdiction with respect to transfer have been or will be complied with; ( p ) the registrant is constituted in a form or substantially a form which could have been incorporated as an exempted company limited by shares under this Act ; ( q ) the registrant will, upon registration hereunder, cease to be incorporated, registered or exist under the laws of the relevant jurisdiction; ( r ) the registrant, if it is (or will when registered by way of continuation be) prohibited from carrying on its business in or from within the Islands unless licensed under any law, has applied for and obtained the requisite licence; and ( s ) the Registrar is not aware of any other reason why it would be against the public interest to register the registrant. ( 3 ) Paragraphs (g), (h), (i), (j), (k), (m), (n), (o) and (q) of subsection (2) shall be satisfied by fil ing with the Registrar a declaration or affidavit of a director of the registrant to the effect that, having made due enquiry, that person is of the opinion that the requirements of those paragraphs have been met, and which declaration or affidavit shall include a statement of the assets and liabilities of the registrant made up to the latest practicable date before making the declaration or affidavit and subsection (4) shall apply, with any necessary changes, in respect of that declaration or affidavit . ( 4 ) A person who, being a director, makes a declaration or affidavit under subsection (3) without reasonable grounds therefor commits an off ence and is liable on summary conviction to a fine of fifteen thousand dollars and to imprisonment for five years. ( 5 ) Without prejudice to Part 9 , a registrant may apply to be provisionally registered by way of continuation as an exempted company limited by shares under this Act . ( 6 ) The Registrar shall provisionally register a registrant if — ( a ) the registrant complies with the requirements of paragraphs (a), (c), (e), (f), (g), (h), (i), (j) and (p) of subsection (2); and Section 202 Companies Act (2026 Revision) Page 130 Revised as at 1st January, 2026 c ( b ) the registrant has paid to the Registrar a fee of one thousand five hundred dollars. ( 7 ) Repealed by section 10(c) of the Companies (Amendment) Act, 2024 (Act 3 of 2024) . ( 8 ) The Registrar shall register a registrant which is provisionally registered under this Part upon the require ments of paragraphs (b), (d), (k), (l), (m), (n), (o), (q), (r) and (s) of subsection (2) being met, as to which subsection (3) shall, mutatis mutandis , apply where relevant. ( 9 ) A registrant which is provisionally registered shall — ( a ) within sixty days after registration, deliver, to the Registrar details of any changes in the information required by paragraphs (c) and (e) of subsection (2); ( b ) file with the Registrar in January of each year following provisional registration, a declaration or affidavit in the form described in subsection (7); and ( c ) pay to the Registrar in January of each year following provisional registration, a fee of one thousand dollars. ( 10 ) A registrant which is provisionally registered and which fails to comply with paragraphs (b) and (c) of subsection (9) by 30th June in such year shall cease to be provisionally registered but without prejudice to being provisionally registered anew hereunder upon complying with the requirements of this Part.
s.202Registration under this Part
MODIFIED( 1 ) Upon registration of a registrant under this Part, the Registrar shall issue a certificate under that person’s hand and seal of office that the registrant is registered by way of continuation as an exempted company and specifying the date of such registration, and section 27(3) shall apply, mutatis mutandis , to such certificate. ( 2 ) The Registrar shall enter in the register of companies the date of registration of the registrant and, to the e xtent possible with respect to the registrant, particu lars of the matters specified . ( 3 ) From the date of registration of the registrant it shall continue as a body corporate for all purposes as if incorporated and registered as an exempted company under and subject to this Act the provisions of which shall a pply to the company and to persons and matters associated therewith as if such company were so incorporated and registered and such company shall have, but without limitation to the generality of the foregoing — ( a ) the capacity to perform all the function s of an exempted company; ( b ) the capacity to sue and to be sued; ( c ) perpetual succession; and Companies Act (2026 Revision) Section 202 c Revised as at 1st January, 2026 Page 131 ( d ) the power to acquire, hold and dispose of property, and the members of the company shall have such liability to contribute to the assets of the company in the event of its being wound up under this Act as is provided therein: Provided always that sectio n 201 and this section shall not operate — ( e ) to create a new legal entity; ( f ) to prejudice or affect the identity or continuity of the registrant as previo usly constituted; ( g ) to affect the property of the registrant; ( h ) to affect any appointment made, resolution passed or any other act or thing done in relation to the registrant pursuant to a power conferred by any of the charter documents of the registra nt or by the laws of the jurisdiction under which the registrant was previously incorporated, registered or existing; ( i ) except to the extent provided by or pursuant to this Part, to affect the rights, powers, authorities, functions and liabilities or obl igations of the registrant or any other person; or ( j ) to render defective any legal proceedings by or against the registrant and any legal proceedings that could have been continued or commenced by or against the registrant before its registration hereund er may, notwithstanding the registration, be continued or commenced by or against the registrant after registration. ( 4 ) Upon provisional registration of a registrant under this Part the Registrar shall issue a certificate under that person’s hand and seal of office that the registrant is provisionally registered by way of continuation as an exempted company and specifying the date of such provisional registration. ( 5 ) The Registrar shall enter in a register maintained for the purpose the date of provisiona l registration and name of the registrant. ( 6 ) If a registrant which is provisionally registered under this Part is registered pursuant to section 201(2) it shall automatically cease to be provisionally registered and the Registrar shall cancel such provis ional registration. ( 7 ) Subsection (3) shall not apply to a registrant which is provisionally registered unless and until it is registered under section 201(2), and nothing in this section shall be construed as enabling a registrant which is provisionally registered to carry on business within the Islands unless it complies with the requirements of Part 9 . Section 203 Companies Act (2026 Revision) Page 132 Revised as at 1st January, 2026 c
s.203Amendment, etc., of charter documents
MODIFIED( 1 ) A registrant shall, within ninety days of registration by special resolution passed in accordance w ith this Act , make such amendments, alterations, modifications, variations, deletions and additions (in this section referred to as “changes”), if any, to its charter documents as are necessary to ensure that they comply with the requirements of this Act a s they relate to an exempted company. ( 2 ) Within ninety days of registration, the registrant — ( a ) may, instead of passing a special resolution making the changes required by subsection (1); or ( b ) shall, whether or not it has passed such a special resolut ion making, or purporting to make, such changes, if the Registrar so directs, apply to the Court for an order approving such changes and the Court, if satisfied that the changes (with such modifications, if any, as it considers appropriate) are necessary t o ensure that the charter documents of the registrant comply with the requirements of this Act , may approve them accordingly and make such consequential orders as it thinks fit. Changes, when so approved, shall take effect as if they formed part of the cha rter documents. ( 3 ) A copy of the special resolution passed under subsection (1) or of the order of the Court made under subsection (2) shall be filed with and registered by the Registrar whose certificate of registration thereof shall be conclusive eviden ce that the charter documents comply with the requirements of this Act . ( 4 ) After registration of the registrant and until such time as the charter documents of the registrant are changed to comply with the requirements of this Act or to the extent they ca nnot be changed so to comply, this Act shall prevail. ( 5 ) The provisions of the charter documents of a registrant which would, if the company had been incorporated under this Act , have been required by this Act to be included in its memorandum of associati on shall be deemed to be the registered memorandum of association of the company and the provisions of the charter documents that do not by virtue of the foregoing constitute the registered memorandum of association shall be deemed to be the registered art icles of association of the company, and the company and its members shall be bound thereby accordingly.
s.204Effect of registration under this Part on companies registered under Part 9
MODIFIEDWhere a registrant is also registered as a foreign company unde r Part 9 it shall, upon registration under Part 12 , automatically cease to be registered under Part 9 and the Registrar shall cancel such registration. Companies Act (2026 Revision) Section 205 c Revised as at 1st January, 2026 Page 133
s.205Notice of registration, etc., to be given in Gazette
MODIFIEDThe Registrar shall forthwith give noti ce in the Gazette of the registration of a registrant under this Part, the jurisdiction under whose laws the registrant was previously incorporated, registered or existing and the previous name of the registrant if different from the current name. 206. Deregistration of exempted companies including companies registered under this Part 206 . ( 1 ) An exempted company incorporated and registered with limited liability and a share capital under this Act , including a company registered by way of continuation un der this Part, which proposes to be registered by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Islands (hereinafter called an “applicant”) may apply to the Registrar to be de registered in the Islands. ( 2 ) The Registrar shall so de register an applicant if — ( a ) the applicant proposes to be registered by way of continuation in a jurisdiction which permits or does not prohibit the transfer of the applicant in the manner provided in this part (here inafter in this section referred to as “a relevant jurisdiction”); ( b ) the applicant has paid to the Registrar a fee equal to three times the annual fee that would have been payable pursuant to sectio n 169 in the January immediately p receding the application for de registration by an exempt company having the same registered capital as the applicant on the date of that application; ( c ) the ap plicant has filed with the Registrar notice of any proposed change in its name and of its proposed registered office or agent for service of process in the relevant jurisdiction; ( d ) no petition or other similar proceeding has been filed and remains outsta nding or order made or resolution adopted to wind up or liquidate the applicant in any jurisdiction; ( e ) no receiver, trustee or administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the applicant, its aff airs or its property or any part thereof; ( f ) no scheme, order, compromise or other similar arrangement has been entered into or made whereby the rights of creditors of the applicant are and continue to be suspended or restricted; ( g ) the applicant is able to pay its debts as they fall due; ( h ) the application for de registration is bona fide and not intended to defraud creditors of the applicant; Section 207 Companies Act (2026 Revision) Page 134 Revised as at 1st January, 2026 c ( i ) the applicant has delivered to the Registrar an undertaking signed by a director that notice of the transfer has been or will be given within twenty - one days to the secured creditors of the applicant; ( j ) any consent or approval to the transfer required by any contract or undertaking entered into or given by the applicant has been obtained, released or waived, a s the case may be; ( k ) the transfer is permitted by and has been approved in accordance with the memorandum and articles of association of the applicant; ( l ) the laws of the relevant jurisdiction with respect to transfer have been or will be complied with; ( m ) the applicant, if licensed under the Ban ks and Trust Companies Act ( 2021 Revision ) , or the Insurance Act , 2010 [Law 32 of 2010] or, if so previously licensed and in respect of which such licence shall have been suspended or revoked and not reinstated, has obtained consent of the Authority to the transfer; ( n ) the applicant will upon registration under the laws of the relevant jurisdiction continue as a body corporate limited by shares; and ( o ) the Registrar is not aware of any other reason why it would be ag ainst the public interest to de register the applicant. ( 3 ) Paragraphs (d), (e), (f), (g), (h), (j), (k), (l) and (n) of subsection (2) shall be satisfied by filing with the Registrar a declaration or affidavit of a director of the applicant to the ef fect that, having made due enquiry, that person is of the opinion that the requirements of those paragraphs have been met and which declaration or affidavit shall include a statement of the assets and liabilities of the applicant made up to the latest prac ticable date before the making of the declaration or affidavit. ( 4 ) A person who, being a director, makes a declaration or affidavit under subsection (3) without reasonable grounds therefor commits an offence and is liable on summary conviction to a fine o f fifteen thousand dollars and to imprisonment for five years.
s.207Certification of deregistration, etc.
MODIFIED( 1 ) Upon de registration of an applicant under this Part, the Registrar shall issue a certificate under that person’s hand and seal of office th at the applicant has been de registered as an exempted company and specifying the dat e of such de registration. ( 2 ) The Registrar shall enter in the regis ter of companies the date of de registration of the applicant. Companies Act (2026 Revision) Section 208 c Revised as at 1st January, 2026 Page 135 ( 3 ) From the commencement of the date of d e registration the applicant shall cease to be a company for all purposes under this Act and shall continue as a company under the laws of the relevant jurisdiction: Provided always that this shall not operate — ( a ) to create a new legal entity; ( b ) to prejudice or affect the identity or continuity of the applicant as previously constituted; ( c ) to affect the property of the applicant; ( d ) to affect any appointment made, resolution passed or any other act or thing done in relation to the applicant pursua nt to a power conferred by the memorandum and articles of association of the applicant or by the laws of the Islands; ( e ) except to the extent provided by or pursuant to this Part to affect the rights, powers, authorities, functions and liabilities or obli gations of the applicant or any other person; or ( f ) to render defective any legal proceedings by or against the applicant, and any legal proceedings that could have been continued or commenced by or agai nst the applicant before its de registration hereun de r may, notwithstanding the de registration, be continued or commenced by or a gainst the applicant after de registration.
s.208Application of Part 9 to deregistered companies
MODIFIEDPart 9 shall, where relevant, apply to any company which is deregistered unde r this Part.
s.209Notice of deregistration, etc., to be given in the Gazette
MODIFIEDThe Registrar shall forthwith gi ve notice in the Gazette of the deregistration of an applicant under this Part, the jurisdiction under the laws of which the applicant has b een registered by way of continuation and name of the applicant, if changed.
s.210Ordinary non - resident company may be re - registered as exempted company
MODIFIED( 1 ) Subject to this section and sectio n 211 , an ordinary non - resident company may be re - registered as an exempted company if — ( a ) the company passes a special resolution that it should be so re - registered; and Section 211 Companies Act (2026 Revision) Page 136 Revised as at 1st January, 2026 c ( b ) an application for re - registration is delivered to the Registrar together with the necessary docum ents. ( 2 ) Such special resolution shall — ( a ) make such alterations in the company ’ s memorandum of association as are necessary to bring it in substance and in form into conformity with the requirements of this Act with respect to the memorandum of associa tion of an exempted company; and ( b ) make such alterations in the company ’ s articles of association as are requisite in the circumstances. ( 3 ) Such application shall be signed by a director of the company, and accompanied by — ( a ) a copy of the memorandum and articles as altered by the special resolution; and ( b ) a declaration by a director of the company that the operation of the company will be conducted mainly outside the Islands. ( 4 ) A special resolution that an ordinary non - resident company be re - regis tered as an exempted company may change the company ’ s name to any name by which an exempted company could be registered. ( 5 ) The application shall be accompanied by a re - registration fee equal to the fee payable on the registration of an exempted company u nder sectio n 26 . 211. Effect of re - registration of ordinary non - resident company as an exempted company 211 . ( 1 ) If, on an application under sectio n 210 , the Registrar is satisfied that an ordinary non - resident company may b e re - registered under that section as an exempted company, that person shall — ( a ) retain the application and other documents delivered to that person under the section; and ( b ) issue to the company a certificate of re - registration stating that the company has been re - registered as an exempted company. ( 2 ) Upon the issue to a company of a certificate of re - registration under this section — ( a ) the company, by virtue of the issue of that certificate, becomes an exempted company; and ( b ) any alterations in th e memorandum and articles set out in the special resolution take effect accordingly: Provided that the foregoing shall not operate — ( i ) to create a new legal entity; ( ii ) to prejudice or affect the identity or continuity of the company; Companies Act (2026 Revision) Section 211A c Revised as at 1st January, 2026 Page 137 ( iii ) to affect th e property of the company; ( iv ) to affect any appointment made, resolution passed or any other act or thing done in relation to the company pursuant to a power conferred by the memorandum and the articles of association of the company or by the laws of the Islands; ( v ) to affect the rights, powers, authorities, functions and liabilities or obligations of the company or any other person; or ( vi ) to render defective any legal proceedings by or against the company, and legal proceedings that could have been co ntinued or commenced by or against the company before its re - registration hereunder may, notwithstanding the re - registration, be continued or commenced by or against the company after re - registration. ( 3 ) The certificate of re - registration is conclusive ev idence — ( a ) that the requirements of this Act in respect of registration and of matters precedent and incidental thereto have been complied with; and ( b ) that the company is an exempted company. 211A. Exempted company may be re - registered as an ordinary resident company 211A .( 1 ) Subject to this section and section 211B, an exempted company may be re - registered as an ordinary resident company if — (a) the company passes a special resolution that it should be so re - registered; and (b) an application for re - registration is delivered to the Registrar together with the necessary documents and fee set out in subsections (4) and (5) respectively. (2) A special resolution under subsection (1)(a) shall — (a) make alterations in the company’s memorandum of a ssociation as are necessary to bring it in substance and in form into conformity with the requirements of this Act with respect to the memorandum of association of an ordinary resident company; and (b) make alterations in the company’s articles of associ ation as are requisite in the circumstances. (3) A special resolution under subsection (1)(a) may change the exempted company’s name to any name by which an ordinary resident company is able to be registered. (4) An application under subsection (1)(b) shall be signed by a director of the company and accompanied by a copy of the memorandum and articles as altered by the special resolution under subsection (1)(a). Section 211B Companies Act (2026 Revision) Page 138 Revised as at 1st January, 2026 c (5) An application under subsection (1)(b) shall be accompanied by a re - registration fee equal to the fee payable on the registration of an ordinary resident company under section 26. 211B. Effect of re - registration of an exempted company as an ordinary 211B .( 1 ) If, on an application under section 211A, the Registrar is satisfied that an ex empted company may be re - registered as an ordinary resident company, the Registrar shall — (a) retain the application and other documents delivered by an applicant under section 211A(4); and (b) issue to the company a certificate of re - registration stat ing that the company has been re - registered as an ordinary resident company. (2) Subject to subsection (4), upon the issue of a certificate of re - registration to a company under subsection (1)(b) — (a) the company, by virtue of the issue of that certif icate, becomes an ordinary resident company; and (b) any alterations in the memorandum and articles set out in the special resolution take effect accordingly. (3) Any tax undertaking given to the company pursuant to section 6 of the Tax Concessions Act (2018 Revision) shall not apply from the date of the re - registration. (4) The issue of a certificate of re - registration to a company under subsection (1)(b) shall not operate — (a) to create a new legal entity; (b) to prejudice or affect the identity or continuity of the company; (c) to affect the property of the company; (d) to affect any appointment made, resolution passed or any other act or thing done in relation to the company pursuant to a power conferred by the memorandum and the articles o f association of the company or by the laws of the Islands; (e) to affect the rights, powers, authorities, functions and liabilities or obligations of the company or any other person; or (f) to render defective any legal proceedings by or against the c ompany. (5) Any legal proceedings that could have been continued or commenced by or against the company before its re - registration may, notwithstanding the re - registration, be continued or commenced by or against the company after re - registration. Companies Act (2026 Revision) Section 212 c Revised as at 1st January, 2026 Page 139 (6) A certificate of re - registration issued under subsection (1)(b) is conclusive evidence — (a) that the requirements of this Act in respect of registration and of matters precedent and incidental to the registration have been complied with; and (b) that t he company is an ordinary resident company.
s.213Applications for registration
MODIFIED( 1 ) Subject to subsection (2) and sectio n 214 , any exempted company may apply to the Registrar to be registered as a segregated portfolio compa ny. ( 2 ) Nothing in this Part shall derogate from the Authority ’ s powers to determine, where relevant, whether a segregated portfolio company is suitable to be licensed under the regulatory laws. ( 3 ) An application may also be made under subsection (1) at t he same time as application is made — ( a ) to re - register an ordinary non - resident company as an exempted company; ( b ) to register a company by way of continuation as an exempted company; or ( c ) to register as an exempted limited duration company. ( 4 ) An ap plication under subsection (1) shall, in addition to any other fee that may be payable, be accompanied by the fee specified in Part 7 of
s.214Conversions of existing companies
MODIFIED( 1 ) Where an exempted company has been registered prior to a n application under section 213 (1) t he company shall — ( a ) file with the Registrar a declaration made by at least two directors setting out an accurate statement — ( i ) of the assets and liabilities of the company as at a date within three months prior to the date of the declaration; ( ii ) of any transaction or event which, as at the date of the declaration, has occurred or is expected to occur between the date of the statement of assets and liabilities prepared pursuant to subparagraph (i) and the date of registration of the company as a segre gated portfolio company which, if it had occurred before the date of the declaration, would have caused material changes to the assets and liabilities disclosed in the declaration; ( iii ) that the segregated portfolio company intends to operate, and the ass ets and liabilities which the company proposes to transfer to each of those segregated portfolios; ( iv ) that, on registration as a segregated portfolio company, the company and each segregated portfolio will be solvent; ( v ) that each creditor of the company has consented in writing to the transfer of assets and liabilities into segregated portfolios or alternatively that adequate notice has been given in accordance with subsection (2) to all creditors of the company and that ninety - five per cent by va lue of the creditors have consented to that transfer of assets and liabilities into segregated portfolios; Companies Act (2026 Revision) Section 215 c Revised as at 1st January, 2026 Page 141 ( b ) pass a special resolution authorising the transfer of assets and liabilities into segregated portfolios and attach a copy of such resolution to t he declaration in subparagraph (a); and ( c ) where the company is licensed by the Authority under the regulatory laws, obtain the written consent of the Authority and attach a copy of such consent to the declaration referred to in paragraph (a). ( 2 ) For the purposes of subsection (1)(a) (v), adequate notice is given if notice in writing is sent to each creditor having a claim against the company exceeding one thousand dollars. ( 3 ) A director who makes a declaration under subsection (1)(a) without reasonable g rounds or who knowingly makes a false declaration commits an offence and is liable on summary conviction to a fine of five thousand dollars or to imprisonment for one year. ( 4 ) For the avoidance of doubt, the provisions of the Fraudulent Dispositions Act ( 1996 Revision ) shall not apply to an initial transfer of assets and liabilities into segregated portfolios pursuant to a n application under section 213 (1).
s.216Segregated portfolios
MODIFIED( 1 ) A segregated portfolio company may create one or more segregated portfolios in order to segregate the assets and liabilities of the segregated portfolio company held within or on behalf of a segregated portfolio from the assets and liabilities of the segregated portfolio company held within or on behalf of any other segregated portfolio of the segregated portfolio company or the assets and liabilities of the segregated portfo lio company which are not held within or on behalf of any segregated portfolio of the segregated portfolio company. ( 2 ) A segregated portfolio company shall be a single legal entity and any segregated portfolio of or within a segregated portfolio company s hall not constitute a legal entity separate from the segregated portfolio company. ( 3 ) Each segregated portfolio shall be separately identified or designated and shall include in such identification or designation the words “Segregated Portfolio” or “SP” o r “S.P.”. Section 217 Companies Act (2026 Revision) Page 142 Revised as at 1st January, 2026 c
s.217Shares and dividends
MODIFIED( 1 ) A segregated portfolio company may create and issue shares in one or more classes or series (including different classes or series relating to the same segregated portfolio), the proceeds of the issue of which shall be included in the segregated portfolio assets of and accounted for in the segregated portfolio in respect of which the segregated portfolio shares are issued. ( 2 ) The proceeds of the issue of shares, other than segregated portfolio shares, shall be included in the segregated portfolio company ’ s general assets. ( 3 ) A segregated portfolio company may pay a dividend or other distribution in respect of segregated portfolio shares of any class or series and whether or not a dividend is declared on any ot her class or series of segregated portfolio shares or any other shares. ( 4 ) Segregated portfolio dividends or other distributions shall be paid on segregated portfolio shares by reference only to the accounts of and to and out of the segregated portfolio a ssets and liabilities of the segregated portfolio in respect of which the segregated portfolio shares were issued and otherwise in accordance with the rights of such shares.
s.218Company to act on behalf of portfolios
MODIFIED( 1 ) Any act, matter, deed, agre ement, contract, instrument under seal or other instrument or arrangement which is to be binding on or to enure to the benefit of a segregated portfolio shall be executed by the segregated portfolio company on behalf of such segregated portfolio which shal l be identified or specified, and such execution shall specify that it is in the name of, or by, or for the account of, such segregated portfolio. ( 2 ) If a segregated portfolio company is in breach of subsection (1) the directors shall, forthwith upon beco ming aware of the breach — ( a ) make any necessary enquiries to determine the correct segregated portfolio to which the relevant act, matter, deed, agreement, contract, instrument under seal or other instrument or arrangement should be attributed; ( b ) make the correct attribution; and ( c ) not ify in writing all persons who are party to the act, matter, deed, agreement, contract, instrument under seal or other instrument or arrange ment that was executed, or who may be adversely affected by any such attribution , of that attribution and the parties ’ rights under subsection (3). ( 3 ) Any person notified under subsection (2)(c) (or wh o should have been so notified) who objects to an attribution by the directors under subsection (2) may, within thirty days of receivi ng written notice under that subsection in the case of persons who received such notice, apply to the Court by petition for a re - Companies Act (2026 Revision) Section 219 c Revised as at 1st January, 2026 Page 143 attribution; and the Court may, upon hearing the petition and taking account of the intention of the parties and such other fac tors as are deemed relevant by it, order that the act, matter, deed, agreement, contract, instrument under seal or other instrument or arrangement be deemed to be attributable to a particular segregated portfolio or portfolios or to the general assets (if applicable in particular proportions or on a particular basis) and may make such ancillary orders as may be just and equitable in the case. ( 4 ) Any indemnity given by a segregated portfolio company in favour of a director in respect of a liability incurred by such director on behalf of a segregated portfolio shall only be enforceable against the assets of the segregated portfolio in respect of which such liability arose.
s.219Assets
MODIFIED( 1 ) The assets of a segregated portfolio company shall be either segregated portfolio assets or general assets. ( 2 ) The segregated portfolio assets comprise the assets of the segregated portfolio company held within or on behalf of the segregated portfolios of the company. ( 3 ) The general assets of a segregated portfoli o company comprise the assets of the company which are not segregated portfolio assets. ( 4 ) The assets of a segregated portfolio comprise — ( a ) assets representing the share capital and reserves attributable to the segregated portfolio; and ( b ) all other a ssets attributable to or held within the segregated portfolio. ( 5 ) In subsection (4) — “ reserves ” includes profits, retained earnings, capital reserves and share premiums. ( 6 ) It shall be the duty of the directors of a segregated portfolio company to estab lish and maintain (or cause to be established and maintained) procedures — ( a ) to segregate, and keep segregated, portfolio assets separate and separately identifiable from general assets; ( b ) to segregate, and keep segregated, portfolio assets of each seg regated portfolio separate and separately identifiable from segregated portfolio assets of any other segregated portfolio; and ( c ) to ensure that assets and liabilities are not transferred between segregated portfolios or between a segregated portfolio and the general assets otherwise than at full value.
s.220Segregated portfolio assets
MODIFIEDSegregated portfolio assets — Section 221 Companies Act (2026 Revision) Page 144 Revised as at 1st January, 2026 c ( a ) shall only be available and used to meet liabilities to the creditors of the segregated portfolio company and holders of segregated portfolio shares who are creditors or holders of segregated portfolio shares in respect of that segregated portfolio and who shall thereby be entitled to have recourse to the segregated portfolio assets attributable to that segregated portfolio for such pu rposes; and ( b ) shall not be available or used to meet liabilities to, and shall be absolutely protected from, the creditors of the segregated portfolio company and holders of segregated portfolio shares who are not creditors or holders of segregated portf olio shares in respect of that segregated portfolio, and who accordingly shall not be entitled to have recourse to the segregated portfolio assets attributable to that segregated portfolio.
s.221Segregation of liabilities
MODIFIED( 1 ) Where a liability of a segregated portfolio company to a person arises from a matter, or is otherwise imposed, in respect of or attributable to a particular segregated portfolio — ( a ) such liability shall extend only to, and that person shall, in respect of that liability, be en titled to have recourse only to — ( i ) firstly, the segregated portfolio assets attributable to such segregated portfolio; and ( ii ) secondly, unless specifically prohibited by the articles of association, the segregated portfolio company ’ s general assets, t o the extent that the segregated portfolio assets attributable to such segregated portfolio are insufficient to satisfy the liability, and to the extent that the segregated portfolio company ’ s general assets exceed any minimum capital amounts lawfully required by a regulatory body in the Islands; and ( b ) such liability shall not extend to, and that person shall not, in respect of that liability, be entitled to have recourse to the segregated portfolio assets attributable to any other segregated portfoli o. ( 2 ) Where a liability of a segregated portfolio company to a person arises or is imposed otherwise than from a matter in respect of a particular segregated portfolio or portfolios, such liability shall extend only to, and that person shall, in respect o f that liability, be entitled to have recourse only to, the company ’ s general assets.
s.222General liabilities and assets
NEW( 1 ) Liabilities of a segregated portfolio company not attributable to any of its segregated portfolios shall be discharged from the company ’ s general assets. Companies Act (2026 Revision) Section 223 c Revised as at 1st January, 2026 Page 145 ( 2 ) Income, receipts and other property or rights of or acquired by a segregated portfolio company not otherwise attributable to any segregated portfolio shall be applied to and comprised in the company ’ s general assets.
s.223Winding - up of company
MODIFIED( 1 ) Notwithstanding any statutory provision or rule of law to the contrary, in the winding - up of a segregated portfolio company, the liquidator — ( a ) shall deal with the company ’ s assets only in accordance with the procedures set out in section 219(6); and ( b ) in discharge of the claims of creditors of the segregated portfolio company and holders of segregated portfolio shares, shall apply the segregated portfolio company ’ s assets to those entitled to have recourse thereto unde r this Part. ( 2 ) Sectio n 140 shall be modified so that it shall apply in relation to protected segre gated portfolio companies in accordance with this Part and, in the event of any conflict between this Part and sectio n 140 , this Part shall prevail.
s.224Receivership orders
MODIFIED( 1 ) Subject to subsections (2) to (5), if in relation to a segregated portfolio company, the Court is satisfied — ( a ) that the segregated portfolio assets attributable to a particular segregated portfolio of the company (when account is taken of the company ’ s general assets, unless there are no creditors in respect of that segregated portfolio entitled to have recourse to the company ’ s general assets) are or are likely to be insufficient to discharge the claims of creditors in respect of that segregated portfolio; and ( b ) that the making of an order under this section would achieve the purposes set out in subsection (3), the Court may make a receivership order under this secti on in respect of that segregated portfolio. ( 2 ) A receivership order may be made in respect of one or more segregated portfolios. ( 3 ) A receivership order shall direct that the business and segregated portfolio assets of or attributable to a segregated por tfolio shall be managed by a receiver specified in the order for the purposes of — ( a ) the orderly closing down of the business of or attributable to the segregated portfolio; and ( b ) the distribution of the segregated portfolio assets attributable to the segregated portfolio to those entitled to have recourse thereto. ( 4 ) A receivership order — Section 225 Companies Act (2026 Revision) Page 146 Revised as at 1st January, 2026 c ( a ) may not be made if the segregated portfolio company is in winding up; and ( b ) shall cease to be of effect upon commencement of the winding up of the segregated portfolio company, but without prejudice to prior acts of the receiver or that person’s agents. ( 5 ) No resolution for the voluntary winding up of a segregated portfolio company of which any segregated portfolio is subject to a receivership order shall be e ffective without leave of the Court.
s.225Applications for receivership orders
MODIFIED( 1 ) An application for a receivership order in respect of a segregated portfolio of a segregated portfolio company may be made by — ( a ) the company; ( b ) the directors of the company; ( c ) any creditor of the company in respect of that segregated portfolio; ( d ) any holder of segregated portfolio shares in respect of that segregated portfolio; or ( e ) in respect of a company licensed under the regulatory l aws, the Cayman Islan ds Monetary Authority where the segregated portfolio company is regulated by the Authority. ( 2 ) The Court, on hearing an application — ( a ) for a receivership order; or ( b ) for leave, pursuant to section 224(5), for a resolution for voluntary winding up, may make an interim order or adjourn the hearing, conditionally or unconditionally. ( 3 ) Notice of an application to the Court for a receivership order in respect of a segregated portfolio of a segregated portfolio company shall be served upon — ( a ) the com pany; ( b ) in respect of a company licensed under the regulatory l aws, the Cayman Islands Monetary Authority; and ( c ) such other persons, if any, as the Court may direct, each of whom shall be given an opportunity of making representations to the Court befo re the order is made.
s.226Administration of receivership orders
MODIFIED( 1 ) The receiver of a segregated portfolio — ( a ) may do all such things as may be necessary for the purposes set out in section 224(3); and Companies Act (2026 Revision) Section 227 c Revised as at 1st January, 2026 Page 147 ( b ) shall have all the functions and powers of the directors in respect of the business and segregated portfolio assets of or attributable to the segregated portfolio. ( 2 ) The receiver may, at any time, apply to the Court — ( a ) for directions as to the extent or exercise of any function or power; ( b ) for the receivership order to be discharged or varied; or ( c ) for an order as to any matter acting in the course of that person’s receivership. ( 3 ) In exercising that person’s functions and powers the receiver shall be deemed to act as the agent of the s egregated portfolio company, and shall not incur personal liability except to the extent that that person is fraudulent, reckless, negligent, or acts in bad faith. ( 4 ) Any person dealing with the receiver in good faith is not concerned to enquire whether t he receiver is acting within that person’s powers. ( 5 ) When an application has been made for, and during the period of operation of, a receivership order, no suit, action or other proceedings shall be instituted against the segregated portfolio company in relation to the segregated portfolio in respect of which the receivership order was made except by leave of the Court, which may be conditional or unconditional. ( 6 ) During the period of operation of a receivership order — ( a ) the functions and powers of t he directors shall cease in respect of the business of or attributable to, and the segregated portfolio assets of or attributable to, the segregated portfolio in respect of which the order was made; and ( b ) the receiver of the segregated portfolio shall be entitled to be present at all meetings of the segregated portfolio company and to vote at such meetings, as if that person were a director of the segregated portfolio company, in respect of the general assets of the company, unless there are no creditors in respect of that segregated portfolio entitled to have recourse to the company ’ s general assets.
s.227Discharge of receivership orders
MODIFIED( 1 ) The Court shall not discharge a receivership order unless it appears to the Court that the purpose for which the order was made has been achieved, substantially achieved or is incapable of achievement. ( 2 ) The Court, on hearing an application for the discharge or variation of a receivership order, may make any interim order or adjourn the hearing, conditionally or unconditionally. ( 3 ) Upon the Court discharging a receivership order in respect of a segregated portfolio of a segregated portfolio company on the ground that the purpose for Section 228 Companies Act (2026 Revision) Page 148 Revised as at 1st January, 2026 c which the order was made has been achieved or substantially achieved, the Court may direct that any payment made by the receiver to any creditor of the company in respect of that segregated portfolio shall be deemed full satisfaction of the liabilities of the company to that creditor in respect of that segregated portfolio, and the creditor ’ s claims against the company in respect of that segregated portfolio shall be thereby deemed extinguished.
s.228Remuneration of receiver
MODIFIEDThe remuneration of a receiver and any expenses properly incurred by that person shall be payable, in priority to all other claims, from the segregated portfolio assets attributable to the segregated portfolio in respect of which the receiver was appointed but not from any other assets of the segregated portfolio company. 228A. Termination and re - inst atement 228A .( 1 ) Where a segregated portfolio has no segregated portfolio assets or liabilities of the segregated portfolio company attributable to it, the segregated portfolio company may by resolution of its directors (or such other authority as may be p rovided for in, and subject to the provisions of, its articles of association) terminate such segregated portfolio. ( 2 ) A segregated portfolio company may by resolution of its directors (or such other authority as may be provided for in, and subject to t he provisions of, its articles of association) reinstate a segregated portfolio which has been terminated under subsection (1).
s.229Issue of bearer shares prohibited
MODIFIED( 1 ) Notwithstanding any provision in this A ct to the contrary, a company incorporated under this Act shall not issue bearer shares. ( 2 ) In relation to a company which has been struck off the companies register, subsection (1) applies to that company if the company is reinstated. ( 3 ) An order of the Court shall not permit a company which has been struck off the companies register to be reinstated with bearer shares in issue. ( 4 ) Bearer shares issued prior to the commencement of the Companies (Amendment) (No. 3) Act, 2020 [Act 60 of 2020] or issued contrary to subsection (1) shall be void.
s.230Repealed
MODIFIEDRepealed by section 5 of the Companies (Amendment) (No. 3) Act, 2020 [Act 60 of 2020]. Companies Act (2026 Revision) Section 231 c Revised as at 1st January, 2026 Page 149
s.232Definitions in this Part
MODIFIEDIn this Part — “ consolidated company ” means the new company that results from the consolidation of two or more constituent companies; “ consolidation ” means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such co mpanies in the consolidated company; “ constituent company ” means a company that is participating in a merger or consolidation with one or more other companies; “ foundation company ” means a company which is issued a declaration that it is a foundation company under section 5 of the Foundation Companies Act (2025 Revision) ; “ LLC agreement ” has the meaning assigned by section 2 of the Limited Liability Companies Act (202 5 Revision) ; “ merger ” means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company; “ parent company ” means, with respect to another company, a company that holds i ssued shares that together represent at least ninety per cent of the votes at a general meeting of that other company; “ subsidiary company ” means, with respect to another company, a company of which that other company is the parent company; and “ surviving company ” means the sole remaining constituent company into which one or more other constituent companies are merged . Section 233 Companies Act (2026 Revision) Page 150 Revised as at 1st January, 2026 c
s.233Merger and consolidation
MODIFIED( 1 ) Without prejudice to section s 86 an d 87 , bu t subject to sectio n 239 A , two or more companies limited by shares and incorporated under this Act , m ay, subject to any express provisions to the contrary in the memorandum and articles of association of any of such companies, merge or consolidate in accordance with subsections (3) to (15). ( 2 ) Nothing in this Part shall derogate from the Authority ’ s powe rs in relation to any constituent company that is a licensee under the regulatory laws and that proposes to participate in a merger or consolidation, or from a constituent company ’ s obligations under the regulatory laws. ( 3 ) The directors of each constitue nt company that proposes to participate in a merger or consolidation shall on behalf of the constituent company of which they are directors approve a written plan of merger or consolidation. ( 4 ) The plan referred to in subsection (3) shall give particulars of the following matters — ( a ) the name of each constituent company and the name of the surviving or consolidated company; ( b ) the registered office of each constituent company; ( c ) in respect of each constituent company, the designation and number of eac h class of shares; ( d ) the date on which it is intended that the merger or consolidation is to take effect, if it is intended to take effect in accordance with sectio n 234 , and not in accordance with subsection (13); ( e ) the terms and conditions of the proposed merger or consolidation, including where applicable, the manner and basis of converting shares in each constituent company into shares in the consolidated or surviving company or into other property as provided in subsection (5); ( f ) the rights and restrictions attaching to the shares in the consolidated or surviving company; ( g ) in respect of a merger, any proposed amendments to the memorandum of association and articles of association of the surviving company, or if none are proposed, a statement that the memorandum of association and articles of association of the surviving company immediately prior to me rger shall be its memorandum of association and articles of association after the merger; ( h ) in respect of a consolidation, the proposed new memorandum of association and articles of association of the consolidated company; ( i ) any amount or benefit paid or payable to any director of a constituent company, a consolidated company or a surviving company consequent upon the merger or consolidation; Companies Act (2026 Revision) Section 233 c Revised as at 1st January, 2026 Page 151 ( j ) the name and address of any secured creditor of a constituent company and of the nature of the secured inter est held; and ( k ) the names and addresses of the directors of the surviving or consolidated company. ( 5 ) Some or all of the shares whether of different classes or of the same class in each constituent company may be converted into or exchanged for differen t types of property (consisting of shares, debt obligations or other securities in the surviving company or consolidated company or any other corporate entity, or money or other property, or a combination thereof) as provided in the plan of merger or conso lidation. ( 6 ) A plan of merger or consolidation shall be authorised by each constituent company by way of — ( a ) a special resolution of the members of each such constituent company; and ( b ) such other authorisation, if any, as may be specified in such constituent company ’ s articles of association. ( 7 ) Notwithstanding subsection (6)(a), if a parent company incorporated under this Act is seeking to merge with one or more of its subsidiary companies incorporated under this Act , a special resolution under t hat subsection of the members of such constituent companies is not required if a copy of the plan of merger is given to every member of each subsidiary company to be merged unless that member agrees otherwise. ( 8 ) The consent of each holder of a fixed or f loating security interest of a constituent company in a proposed merger or consolidation shall be obtained but if such secured creditor does not grant that person’s consent then the Court may upon application of the constituent company that has issued the security waive the requirement for such consent upon such terms as to security to be issued by the consolidated or surviving company or otherwise as the Court considers reasonable. ( 9 ) After obtaining any authorisations and consents under subsections (6) a nd (8), the plan of merger or consolidation shall be signed by a director on behalf of each constituent company and filed with the Registrar together with, in relation to each constituent company — ( a ) a certificate of good standing; ( b ) a director ’ s decla ration that the constituent company is, and the consolidated or surviving company will be, immediately after merger or consolidation, able to pay its debts as they fall due; ( c ) a director ’ s declaration that the merger or consolidation is bona fide and not intended to defraud unsecured creditors of the constituent companies; ( d ) a director ’ s declaration that — Section 233 Companies Act (2026 Revision) Page 152 Revised as at 1st January, 2026 c ( i ) no petition or other similar proceeding has been filed and remains outstanding, and that no order has been made or resolution adopted to wind up the company in any jurisdiction; ( ii ) no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the constituent company, its affairs, or its property or any part thereof; and ( iii ) no sch eme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the constituent company are, and continue to be, suspended or restricted; ( e ) a director ’ s declaration of the assets and liabilities of the constituent company made up to the latest practicable date before the making of the declaration; ( f ) in the case of a constituent company that is not a surviving company, a director ’ s declaration that the constituent company has reti red from any fiduciary office held or will do so immediately prior to merger or consolidation; ( g ) an undertaking that a copy of the certificate of merger or consolidation under subsection (11) will be given to the members and creditors of the constituent company and that notification of the merger or consolidation will be published in the Gazette; and ( h ) a director ’ s declaration, where relevant, that the constituent company has complied with any applicable requirements under the regulatory laws. ( 10 ) A di rector ’ s declaration under subsection (9) shall be in writing, signed by, and shall include the full name and address of, the director making the declaration. ( 11 ) Upon payment of the applicable fees under this Act and upon the Registrar being satisfied th at the requirements of subsection (9) in respect of the merger or consolidation have been complied with and that the name of the consolidated company complies with sectio n 30 , the Registrar shall register the plan of merger or consolidation including any new or amended memorandum and articles of association and issue a certificate of merger or consolidat ion under that person’s hand and seal of office, and in the case of a consolidation sectio n 27 shall apply in relation to the consolidated company. ( 12 ) A certificate of merger or consolidation issued by the Registrar shall be prima facie evidence of compliance with all requirements of this Act in respect of the merger or consolidation. ( 13 ) Subject to s ectio n 234 , a merger or consolidation shall be effective on the date the plan of merger or consolidation is registered by the Registrar. Companies Act (2026 Revision) Section 233A c Revised as at 1st January, 2026 Page 153 ( 14 ) A person who, being a director, makes a false declaration under subsection (9) commits an offence and is liable on summary conviction to a fine of twenty thousand dollars or to imprisonment for five years, or both. ( 15 ) In any proceedings for an offence under subsection (14) it shall be a defence for the person charged to prove that that person took all reasonable precautions and exercised all due diligence to avoid the commission of such an offence by that person or any pe rson under that person’s control. ( 16 ) Any director ’ s declaration pursuant to this section may be given in the form of a declaration or an affidavit, as the director may determine. 233A. Conversion of a limited liability company to an exempted company 2 33A .( 1 ) Subject to this section, a limited liability company (the “ conversion applicant ”) may be re - registered as an exempted company if — (a) the conversion applicant — (i) resolves to be so re - registered upon the affirmative vote or written consent of at least two - thirds of the members of the conversion applicant; or (ii) is expressly permitted in the conversion applicant’s LLC agreement to provide an alternative vote, wri tten consent or any other form of authorisation for the conversion (the “ conversion consent ”) as may be provided for in the agreement; and (b) the conversion applicant applies to the Registrar for re - registration and submits the documents under subsectio n (3). (2) The conversion consent under subsection (1)(a) shall adopt — (a) a registration declaration for the conversion applicant as an exempted company; and (b) memorandum and articles of association in conformity with the requirements of this Act to take effect upon re - registration of the conversion applicant. (3) The application shall be signed by a manager or authorised person of the conversion applicant and accompanied by a copy of the registration declaration under subsection (2)(a) and a ce rtificate of good standing for the conversion applicant. (4) The conversion applicant shall submit with an application under subsection (1)(b) a re - registration fee equal to the annual fee payable by an exempted company pursuant to section 169(1). Section 233A Companies Act (2026 Revision) Page 154 Revised as at 1st January, 2026 c (5) If, on an application under this section, the Registrar is satisfied that a conversion applicant may be re - registered under this section as an exempted company, the Registrar shall — (a) retain (in a form that the Registrar may determine) the application and other documents delivered to the Registrar under this section; (b) issue to the conversion applicant a certificate of re - registration stating that the conversion applicant has been re - registered as an exempted company; and (c) enter details in the Register in respect of the exempted company’s re - registration as the Registrar considers appropriate. (6) Subject to subsection (7), upon the issue of a certificate of re - registration to an exempted company under subsection (5)(b) — (a) the conversion applicant, by virtue of the issue of that certificate, becomes an exempted company; (b) the memorandum and articles of association adopted in the conversion consent shall take effect, the conversion applicant shall cease to be registered a s a limited liability company (and the register of limited liability companies shall be updated accordingly) and the LLC agreement of the conversion applicant shall cease to have effect; (c) the members of the conversion applicant shall be deemed shareho lders of the exempted company and shall receive shares with a nominal or par value, at a discount or at a premium as is provided in the conversion consent under subsection (1)(a); and (d) any tax undertaking given to the conversion applicant pursuant to section 58 of the Limited Liability Companies Act (202 5 Revision) shall not apply from the date of the re - registration and the exempted company may apply for an undertaking pursuant to section 6 of the Tax Concessions Act (2018 Revision) . (7) Subsection (6) shall not operate — (a) to create a new legal entity; (b) to prejudice or affect the identity or continuity of the conversion applicant; (c) to affect the property of the conversion applicant; (d) to affect any appointment made, resolution pass ed or any other act or thing done in relation to the conversion applicant pursuant to a power conferred by the LLC agreement of the conversion applicant or by the laws of the Islands; (e) except to the extent provided by or pursuant to subsection (6)(b), to affect the rights, powers, authorities, functions and liabilities or obligations of the conversion applicant or any other person; or Companies Act (2026 Revision) Section 233B c Revised as at 1st January, 2026 Page 155 (f) to render defective any legal proceedings by or against the conversion applicant. (8) Any legal proceedings tha t could have been continued or commenced by or against the conversion applicant before its re - registration under this section may, notwithstanding the re - registration, be continued or commenced by or against the conversion applicant after re - registration. (9) A certificate of re - registration issued under this section is conclusive evidence that — (a) the requirements of this Act in respect of registration and of matters precedent and incidental thereto have been complied with; and (b) the conversion applicant is an exempted company . 233B. Conversion of a foundation company to an exempted company 233B .( 1 ) Subject to this section, a foundation company (the “ conversion applicant ”) may be re - registered as an exempted company if — (a) the conversion ap plicant passes a special resolution that it should be so re - registered; and (b) the conversion applicant applies to the Registrar for re - registration and submits the documents specified by the Registrar under subsection (3). (2) The special resolution under subsection (1)(a) shall adopt — (a) a registration declaration for the conversion applicant as an exempted company; and (b) memorandum and articles of association in conformity with the requirements of this Act to take effe ct upon re - registration of the conversion applicant. (3) An application under subsection (1)(b) shall be signed by a director or authorised person of the conversion applicant, and accompanied by a copy of the registration declaration under subsection (2) (a) and a certificate of good standing for the conversion applicant. (4) The conversion applicant shall submit with an application under subsection (1)(b), a re - registration fee equal to the annual fee payable by an exempted company pursuant to section 1 69(1). (5) If, on an application under this section, the Registrar is satisfied that a conversion applicant may be re - registered under this section as an exempted company, the Registrar shall — (a) retain (in such form as the Registrar may determine) t he application and other documents delivered to the Registrar under this section; Section 233B Companies Act (2026 Revision) Page 156 Revised as at 1st January, 2026 c (b) issue to the conversion applicant a certificate of re - registration stating that the conversion applicant has been re - registered as an exempted company; and (c) enter such details in the Register in respect of the exempted company’s re - registration as the Registrar considers appropriate. (6) Subject to subsection (7), upon the issue of a certificate of re - registration to an exempted company under subsection (5)(b) — (a) the conversion applicant, by virtue of the issue of that certificate, becomes an exempted company; (b) the memorandum and articles of association adopted in the special resolution shall take effect and the conversion applicant shall cease to be regi stered as a foundation company (and the register of foundation companies shall be updated accordingly) and the memorandum and adopted articles of the conversion applicant shall cease to have effect; and (c) any tax undertaking given to the conversion app licant shall not apply from the date of the re - registration and the exempted company may apply to the Cabinet for an undertaking pursuant to section 6 of the Tax Concessions Act (2018 Revision) . (7) Subsection (6) shall not operate — (a) to create a ne w legal entity; (b) to prejudice or affect the identity or continuity of the conversion applicant; (c) to affect the property of the conversion applicant; (d) to affect any appointment made, resolution passed or any other act or thing done in relatio n to the conversion applicant pursuant to a power conferred by the memorandum and the adopted articles of the conversion applicant or by the laws of the Islands; (e) except to the extent provided by or pursuant to subsection (6)(b), to affect the rights, powers, authorities, functions and liabilities or obligations of the conversion applicant or any other person; or (f) to render defective any legal proceedings by or against the conversion applicant, and any legal proceedings that could have been continued or commenced by or against the conversion applicant before its re - registration hereunder may, notwithstanding the re - registration, be continued or commenced by or against the conversion applicant after re - registration. (8) A certificate of re - r egistration issued under this section is conclusive evidence that — (a) the requirements of this Act in respect of registration and of matters precedent and incidental thereto have been complied with; and Companies Act (2026 Revision) Section 234 c Revised as at 1st January, 2026 Page 157 (b) the conversion applicant is an exempted com pany.
s.234Delay of effective date
MODIFIEDA plan of merger or consolidation may provide that such merger or consolidation shall not become effective until a specified date or until the date of the occurrence of a specified event subsequent to the date on w hich the plan of merger or consolidation is registered by the Registrar, but such date shall not be a date later than the ninetieth day after the date of such registration.
s.235Termination or amendment
MODIFIED( 1 ) A plan of merger or consolidation may cont ain a provision that at any time prior to the date that the plan becomes effective it may be — ( a ) terminated by the directors of any constituent company; or ( b ) amended by the directors of the constituent companies to — ( i ) change the name of the consolidated company; ( ii ) change the effective date of the merger or consolidation, provided that the new effective date complies with sectio n 234 ; and ( iii ) effect any other changes to the plan as the plan may expressly authorise the directors to effect in their discretion. ( 2 ) If the plan of merger or consolidation is terminated or amended after it has been filed with the Registrar but before it has become effective, notice of termination or amendment of the plan shall be filed with the Registrar, and shall have effect on the date of registration by the Registrar after that person has satisfied that person’s self i n accordance with section 233(11). ( 3 ) A copy of the notice under subsection (2) shall be sent to any person entitled to vote on, consent to or be notified of the plan of merger or consolidation in accordance with sectio n 233 . ( 4 ) The notice of termination or amendment filed in accordance with subsection (2) shall identify the plan of merger or consolidation that is to be terminated or amended and shall state that the plan has been terminated or state the amendments made and in the former case, the Registrar shall issue a certificate of termination.
s.236Effect of merger or consolidation
MODIFIED( 1 ) As soon as a mer ger or consolidation becomes effective — ( a ) in the case of a consolidation, the new memorandum of association and articles of association filed with the plan of consolidation shall immediately become the memorandum of association and articles of associati on of the consolidated company; Section 237 Companies Act (2026 Revision) Page 158 Revised as at 1st January, 2026 c ( b ) the rights, the property of every description including choses in action, and the business, undertaking, goodwill, benefits, immunities and privileges of each of the constituent companies, shall immediately vest in the s urviving or consolidated company; and ( c ) subject to any specific arrangements entered into by the relevant parties, the surviving or consolidated company shall be liable for and subject, in the same manner as the constituent companies, to all mortgages, charges or security interests, and all contracts, obligations, claims, debts, and liabilities of each of the constituent companies. ( 2 ) Where a merger or consolidation occurs — ( a ) an existing claim, cause or proceeding, whether civil (including arbitratio n) or criminal pending at the time of the merger or consolidation by or against a constituent company, shall not be abated or discontinued by the merger or consolidation but shall be continued by or against the surviving or consolidated company; and ( b ) a conviction, judgment, ruling, order or claim, due or to become due, against a constituent company, shall not be released or impaired by the merger or consolidation, but shall apply to the surviving or consolidated company instead of to the constituent comp any. ( 3 ) Upon a merger or consolidation becoming effective, the Registrar shall strike off the register — ( a ) a constituent company that is not the surviving company in a merger; or ( b ) a constituent company that participates in a consolidation, and sectio n 158 shall apply. ( 4 ) The cessation of a constituent company that participates in a consolidation or that is not the surviving company in a merger shall not be a winding up within Part 5 .
s.237Merger or consolidation with overseas company
MODIFIED( 1 ) Subject to sectio n 239 A , one or more companies incorporated under this Act may merge or consolidate with one or more overseas companies in accordance with subsections (2) to (18). ( 2 ) Where the surviving or consolidated company is to be a company existing under this Act , in addition to compliance by each constituent company incorporated under this Act with section 233(3) to (10) the Registrar is required to be satisfied in respect of any constituent overseas company that — ( a ) the merger or consolidation is permitted or not prohibited by the constitutional documents of the constituent overseas company and by the laws of the jurisdiction in which the constituent overseas company is Companies Act (2026 Revision) Section 237 c Revised as at 1st January, 2026 Page 159 existing, and that those laws and any requirements of those constitutional documents have been or will be complied with; ( b ) no petition or other similar proceeding has been filed and remains outstanding, and no order has been made or resolution adopted to wind up or liquidate the con stituent overseas company in the jurisdiction in which the constituent overseas company is existing; ( c ) no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the constituent overseas company, its affairs or its property or any part thereof; ( d ) no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the constituent overseas company are and continue to be suspended or restricted; ( e ) the constituent overseas company is able to pay its debts as they fall due and the merger or consolidation is bona fide and not intended to defraud unsecured creditors of the constituent overseas company; ( f ) in respect o f the transfer of any security interest granted by the constituent overseas company to the surviving or consolidated company — ( i ) consent or approval to the transfer has been obtained, released or waived; ( ii ) the transfer is permitted by and has been app roved in accordance with the constitutional documents of the constituent overseas company; and ( iii ) the laws of the jurisdiction of the constituent overseas company with respect to the transfer have been or will be complied with; ( g ) the constituent overs eas company will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant foreign jurisdiction; and ( h ) there is no other reason why it would be against the public interest to permit the merger or consolidation. ( 3 ) Subsection (2)(a) to (g) shall be satisfied by filing with the Registrar a declaration of a director of the surviving or consolidated company to the effect that, having made due enquiry, that person is of the opinion that the requirements of those paragraphs have been met; and — ( a ) the declaration shall include a statement of the assets and liabilities of the constituent overseas company made up to the latest practicable date before making the declaration; and ( b ) a direct or of the surviving or consolidated company shall be deemed to have made due enquiry for the purposes of subsection (2)(a) to (g) and this subsection if such director has obtained from a director of the constituent Section 237 Companies Act (2026 Revision) Page 160 Revised as at 1st January, 2026 c overseas company a declaration that the r equirements of subsection 2(a) to (g) have been met with respect to such constituent overseas company. ( 4 ) A person who, being a director, makes a false declaration under subsection (3) commits an offence and is liable on summary conviction to a fine of tw enty thousand dollars or to imprisonment for five years, or both. ( 5 ) In any proceedings for an offence under subsection (4), it shall be a defence for the person charged to prove that that person took all reasonable precautions and exercised all due dilig ence to avoid the commission of such an offence by that person or any person under that person’s control. ( 6 ) Where the surviving or consolidated company is to be established under this Act , upon payment of the applicable fees under this Act and upon the R egistrar being satisfied that the requirements of subsection (2) in respect of the merger or consolidation have been complied with and that the name of the consolidated company complies with sectio n 30 , the Registrar shall register the plan of merger or consolidation including any new or amended memorandum and articles of association and issue a certificate of merger or consolidation under that person’s hand and seal of office, and in the case of a consolidation sectio n 27 shall apply in relation to the consolidated company. ( 7 ) Where the surviving or consolidated company is to be an overseas company the Registrar is required to be satisfied, in addition to compliance with section 233(2) to (10) (excluding section 233(9)(g)), by each constituent company incorporated under this Act , that — ( a ) the merger or consolidation is permitted or not prohibited by the constitutional documents of the constituent overseas company and by the laws of the jurisdiction in which the constituent overseas company is existing, and that those laws and any requirements of those constitutional documents have been or will be complied with; ( b ) no petition or other similar proceeding has been filed and remains outsta nding, and no order has been made or resolution adopted to wind up or liquidate the constituent overseas company in any jurisdiction; ( c ) no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in re spect of the surviving company, its affairs or its property or any part thereof; ( d ) no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the surviving company are su spended or restricted; and ( e ) there are no reasons why it would be against the public interest to allow the merger or consolidation. ( 8 ) Subsection (7)(a) to (d) shall be satisfied by filing with the Registrar a declaration of a director of each constitue nt company incorporated under this Companies Act (2026 Revision) Section 237 c Revised as at 1st January, 2026 Page 161 Act to the effect that, having made due enquiry, that person is of the opinion that the requirements of those paragraphs have been met; and a director of each constituent company incorporated under this Act shall be deeme d to have made due enquiry for the purposes of subsection (7)(a) to (d) and this subsection (8) if such director has obtained from a director of the constituent overseas company a declaration that the requirements of subsection (7)(a) to (d) have been met with respect to such constituent overseas company. ( 9 ) A person who, being a director, makes a false declaration under subsection (8) commits an offence and is liable on conviction to a fine of twenty thousand dollars or to imprisonment for five years, or both. ( 10 ) Where the surviving or consolidated company is to be an overseas company, the surviving or consolidated overseas company shall file with the Registrar — ( a ) an undertaking that it will promptly pay to the dissenting members of a constituent comp any incorporated under this Act the amount, if any, to which they are entitled under sectio n 238 ; and ( b ) such evidence of the merger or consolidation from the jurisdiction of the surviving or consolidated overseas company as the Registrar considers acceptable, such evidence to include the effective date of the merger or consolidation. ( 11 ) The effect of a merger or consol idation where the surviving or consolidated company is to be an overseas company under this section is the same as in the case of a merger or consolidation under this Part if the surviving or consolidated company is incorporated or established under this A ct , and all of the relevant provisions of this Part apply, except insofar as the laws of the jurisdiction of the surviving or consolidated overseas company otherwise provide. ( 12 ) For the purposes of this section — ( a ) any references in sectio n 233 to the shares of any constituent company shall be deemed to include references to any other equity interests in such c onstituent company; ( b ) any references in section 233 to memoranda and articles of association shall be deemed to include references to the equivalent organisational documents of an overseas company; and ( c ) any reference in section 233 or this section to a director of a company shall be deemed to include a reference to any officer, member or other person (howsoever called) in whom the management of an overseas company is vested. ( 13 ) Where the surviving or consolidated co mpany is to be an overseas company, upon payment of the applicable fees under this Act and upon the Registrar being satisfied that the requirements of subsections (7) and (10) have been complied with the Registrar shall, where the overseas company is the s urviving or Section 238 Companies Act (2026 Revision) Page 162 Revised as at 1st January, 2026 c consolidated company, strike off constituent companies incorporated pursuant to this Act from the register and issue a certificate of strike off by way of merger or consolidation with an overseas company; and sectio n 158 shall apply to the constituent companies so struck off. ( 14 ) A certificate of strike off by way of merger or consolidation with an overseas company issued by the Registrar shall be prima facie evidence of compliance with all requirements of this Act in respect of such merger or consolidation. ( 15 ) Subject to sectio n 234 , a merger or consolidation shall be effective on the date the plan of merger or consolidation is registered by the Registrar. ( 16 ) The issuance of a certificate of merger or consolidation relating to the merger or consolidation of an overseas company registered under Part 9 shall be deemed to constitute notice to the Registrar pursuant to sectio n 192 . ( 17 ) Any declaration of a director pursuant to this section may be given in the form of a declaration or an af fidavit, as the director may determine. ( 18 ) The Registrar shall submit a copy of the certificate of strike off by way of merger or consolidation issued under subsection (13) to the Authority.
s.238Rights of dissenters
MODIFIED( 1 ) A member of a constituent company incorporated under this Act shall be entitled to payment of the fair value of that person’s shares upon dissenting from a merger or consolidation. ( 2 ) A member who desires to exercise that person’s entitlement under subsection (1) shall give to the constituent company, before the vote on the merger or consolidation, written objection to the action. ( 3 ) An objection under subsection (2) shall include a statement that the member proposes to demand payment for that person’s shares if the merger or cons olidation is authorised by the vote. ( 4 ) Within twenty days immediately following the date on which the vote of members giving authorisation for the merger or consolidation is made, the constituent company shall give written notice of the authorisation to each member who made a written objection. ( 5 ) A member who elects to dissent shall, within twenty days immediately following the date on which the notice referred to in subsection (4) is given, give to the constituent company a written notice of that perso n’s decision to dissent, stating — ( a ) that person’s name and address; ( b ) the number and classes of shares in respect of which that person dissents; and ( c ) a demand for payment of the fair value of that person’s shares. Companies Act (2026 Revision) Section 238 c Revised as at 1st January, 2026 Page 163 ( 6 ) A member who dissents shall do so in respect of all shares that that person holds in the constituent company. ( 7 ) Upon the giving of a notice of dissent under subsection (5), the member to whom the notice relates shall cease to have any of the rights of a member except the right to be paid the fair value of that person’s shares and the rights referred to in subsections (12) and (16). ( 8 ) Within seven days immediately following the date of the expiration of the period specified in subsection (5), or within s even days immediately following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company shall make a written offer to each dissenting member to purchase that person’s shares at a specified price that the company determines to be their fair value; and if, within thirty days immediately following the date on which the offer is made, the company making the offer and the dissenting member agree upon the price to be paid for that person’s shares, the company shall pay to the member the amount in money forthwith. ( 9 ) If the company and a dissenting member fail, within the period specified in subsection (8), to agree on the price to be paid for the shares owned by the member, within twenty days immediately following the date on which the period expires — ( a ) the company shall (and any dissenting member may) file a petition with the Court for a determination of the fair value of the shares of all dissenting members; and ( b ) the petition by the company shall be accompanied by a verified list containing the names and addresses of all members who have filed a notice under subsection (5) and with whom agreements as to the fair value of their shares have not been reached by the company. ( 10 ) A copy of any petition filed under subsection (9)(a) shall be served on the other party; and where a dissenting member has so filed, the company shall within ten days after such service file the verified list referred to in subsection (9)(b). ( 11 ) At the hearing of a petition, the Court shall determine the fair value of the shares of such dissenting members as it finds are involved, together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. ( 12 ) Any member whose name appears on the list filed by the company under subsection (9)(b) or (10) and who the Court finds are involved may participate fully in all proceedings until the determination of fair value is reached. ( 13 ) The or der of the Court resulting from proceeding on the petition shall be enforceable in such manner as other orders of the Court are enforced, whether the company is incorporated under the laws of the Islands or not. Section 239 Companies Act (2026 Revision) Page 164 Revised as at 1st January, 2026 c ( 14 ) The costs of the proceeding may be dete rmined by the Court and taxed upon the parties as the Court deems equitable in the circumstances; and upon application of a member, the Court may order all or a portion of the expenses incurred by any member in connection with the proceeding, including rea sonable attorneys ’ fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares which are the subject of the proceeding. ( 15 ) Shares acquired by the company pursuant to this section shall be cancelled and, if they a re shares of a surviving company, they shall be available for re - issue. ( 16 ) The enforcement by a member of that person’s entitlement under this section shall exclude the enforcement by the member of any right to which that person might otherwise be entitl ed by virtue of that person holding shares, except that this section shall not exclude the right of the member to institute proceedings to obtain relief on the ground that the merger or consolidation is void or unlawful.
s.239Limitation on rights of dissenters
MODIFIED( 1 ) No rights under sectio n 238 shall be available in respect of the shares of any class for which an open market exists on a recognised stock exchange or recognised interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent under section 238(5), but this section shall not apply if the holders thereof are required by the terms of a plan of merger or consolidation pursuant to section 233 o r 237 to accept for such shares anything except — ( a ) shares of a surviving or consolidated company, or depository receip ts in respect thereof; ( b ) shares of any other company, or depository receipts in respect thereof, which shares or depository receipts at the effective date of the merger or consolidation, are either listed on a national securities exchange or designated a s a national market system security on a recognised interdealer quotation system or held of record by more than two thousand holders; ( c ) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a) and (b); or ( d ) any co mbination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a), (b) and (c). ( 2 ) Repealed by section 11 of the Companies (Amendment) (No. 2) Act , 2018 [ Law 46 of 2018 ]. 239A. Prohibition on being a segregated portfolio company 239 A . No constituent company incorporated under this Act or any consolidated company existing under this Act may be a segregated portfolio company. Companies Act (2026 Revision) Section 240 c Revised as at 1st January, 2026 Page 165
s.240Definitions in this Part
MODIFIEDIn this Part — “ debtor ” means a foreign corporation or other foreign legal entity subject to a foreign bankruptcy proceeding in the country in which it is incorporated or established; “ foreign bankruptcy proceeding ” includes p roceedings for the purpose of reorganising or rehabilitating an insolvent debtor; and “ foreign representative ” means a trustee, liquidator or other official appointed in respect of a debtor for the purposes of a foreign bankruptcy proceeding.
s.241Ancill ary orders
MODIFIED( 1 ) Upon the application of a foreign representative the Court may make orders ancillary to a foreign bankruptcy proceeding for the purposes of — ( a ) recognising the right of a foreign representative to act in the Islands on behalf of or in the name of a debtor; ( b ) enjoining the commencement or staying the continuation of legal proceedings against a debtor; ( c ) staying the enforcement of any judgment against a debtor; ( d ) requiring a person in possession of information relating to the busin ess or affairs of a debtor to be examined by and produce documents to its foreign representative; and ( e ) ordering the turnover to a foreign representative of any property belonging to a debtor. ( 2 ) An ancillary order may only be made under subsection (1)( d) against — ( a ) the debtor itself; or ( b ) a person who was or is a relevant person as defined in section 103(1).
s.242Criteria upon which the Court ’ s discretion shall be exercised
MODIFIED( 1 ) In determining whether to make an ancillary order under sectio n 241 , the Court shall be guided by matters which will best assure an economic and expeditious administration of the debtor ’ s es tate, consistent with — ( a ) the just treatment of all holders of claims against or interests in a debtor ’ s estate wherever they may be domiciled; ( b ) the protection of claim holders in the Islands against prejudice and inconvenience in the processing of cl aims in the foreign bankruptcy proceeding; Section 243 Companies Act (2026 Revision) Page 166 Revised as at 1st January, 2026 c ( c ) the prevention of preferential or fraudulent dispositions of property comprised in the debtor ’ s estate; ( d ) the distribution of the debtor ’ s estate amongst creditors substantially in accordance with the order prescribed by Part 5 ; ( e ) the recognition and enforcement of security interests created by the debtor; ( f ) the non - enforcement of foreign taxes, fines and penalties; and ( g ) comity. ( 2 ) In the case of a debtor which is registered under Part 9 , the Court shall not make an ancillary order under section 241 without also considering whether it should make a winding up order under P art 5 in respect of its local branch.
s.243Publication of foreign bankruptcy proceedings
MODIFIED( 1 ) Where a company incorporated under Part 2 or registered under Part 9 is made the subject of a foreign bankruptcy proceeding, notice of this fact shall be fi led with the Registrar and published in the Gazette. ( 2 ) The notice shall contain the prescribed particulars and shall be filed by the company ’ s liquidator or, if no liquidator has been appointed under this Act , by its directors within fourteen days of the date upon which the foreign bankruptcy proceeding commenced. ( 3 ) A liquidator or a director who fails to comply with this section commits an offence and is liable on summary conviction to a fine of ten thousand dollars. PART 17 A – REPEALED 244 - 281. Repea led 244 - 281 . Repealed by section 4 of the Companies (Amendment) Act, 2023 [Act 15 of 2023]. PART 17 B – REPEALED 281A - H. Repealed 281A - H . Repealed by section 4 of the Companies (Amendment) Act, 2023 [Act 15 of 2023]. Companies Act (2026 Revision) Section 282 c Revised as at 1st January, 2026 Page 167
s.283Regulations
MODIFIED(1) The Cabinet may make regulations prescribing all matters that are required or permitted under this Act to be prescribed, or are necessary or c onvenient to be prescribed for giving effect to the purposes of this Act , including regulations to prescribe any fees payable under this Act. (2) Regulations made under this Act may — (a) make different provision in relation to different cases or circums tances; (b) apply in respect of particular persons or particular cases or particular classes of persons or particular classes of cases and define a class by reference to any circumstances whatsoever; and (c) contain such transitional, consequential, inci dental or supplementary provisions as appear to the Cabinet to be necessary or expedient for the purposes of the regulations. (3) Regulations made under this Act may create an offence punishable by a fine not exceeding twenty thousand dollars. (4) Fees p rescribed for the purpose of this Act need bear no relationship to the cost of providing any service.
s.284Validation of payment and collection of fees
MODIFIEDThe payment of fees to, and the charging and collection of fees by, the Registrar without statutory authority for any service provided by the Registrar prior to 1st January, 2025 , the commencement date of the Companies (Amendment and Validation) Act, 2024 [Act 11 of 2024] are — (a) validated; and (b) taken to have been lawfully charged by, pa id to and collected by the Registrar, as if the Registrar was empowered under the Companies Act (2023 Revision) as amended by the Companies (Amendment and Validation) Act, 2024 [Act 11 of 2024] to charge and collect those fees. Section 285 Companies Act (2026 Revision) Page 168 Revised as at 1st January, 2026 c
s.285Orders or determina tions by court not affected
MODIFIEDThe Companies (Amendment and Validation) Act, 2024 [Act 11 of 2024] does not affect any order or determination made by a court with respect to fees charged by, paid to and collected by the Registrar without statutory author ity for any service provided by the Registrar prior to 1st January, 2025 , the commencement date of the Companies (Amendment and Validation) Act, 2024 [Act 11 of 2024] . Companies Act (2026 Revision)