A one-month extension has been granted for beneficial ownership filings, beginning 23 March and ending 20 April 2020.
Government is granting a 30 day extension with respect to filings relating to changes in directors and officers, changes in registered offices and filing of amended memorandum and articles (including changes in share capital), in each case occurring on or after 1 March 2020.
The Registrar of Companies (ROC) and the Department for International Tax Cooperation (DITC) have extended the deadlines for entities to complete their annual returns and economic substance notification filings.
As of 26 March, the Cayman Islands Government has deferred the obligation to pay annual fees until 30 June for corporate entities registered in the Cayman Islands. This fees deferral applies to all companies, including limited liability companies and foundation companies.
Exempted liability partnerships (ELPs) will also have their annual fees and annual return filings deadline extended until 30 June.
News of the fees deferral accompanies the Ministry of Financial Services’ 25 March announcement that the annual return filing deadline for all companies had been extended until 30 June. Companies and ELPs that fail to file their annual returns and/or pay their annual fees by the 30 June deadline will be subject to penalties as of 1 July.
The Cayman Islands Monetary Authority (CIMA) published a notice on 25 March 2020 confirming a one-month extension of the filing deadlines for certain regulatory returns with due dates through 30 June 2020. A complete list of the filing extensions can be found here.
The Cayman Islands Property Registry has announced procedures that will allow electronic copies of documents to be filed provided that the party filing, certifies that they are in possession of the original. This facility is limited to attorneys at law and Category A licensed financial institutions.
Court filings are by email in the first instance, with a hard copy to follow. Hours for delivery of hard copies have been reduced.
2. Can searches be conducted?
The Cayman Online Registry Information Service (or CORIS) is the main means of obtaining publicly available information about Exempted Limited Companies, LLCs and Exempted Limited Partnerships. It is an electronic register and its functionality has not been affected by measures put in place to deal with COVID-19.
Court searches involve the inspection of the register of writs and originating process and the register of judgments. The Cayman Islands Judicial Administration recently launched an online platform for performing these searches and these searches are not affected by COVID-19.
3. Certificates of good standing – if and how these are being conducted
Certificates of good standing are issued by the Registrar of Companies. We have recently seen instances of delay by the Registrar providing COGSs. In these cases, the parties to transactions affected have been willing to proceed on the basis of a certificate provided by a party’s registered office provider confirming that, pursuant to a search of CORIS conducted on the relevant date, the party is in good standing with the Registrar of Companies in the Cayman Islands.
4. Other searches – how are these being conducted?
Land Registry searches can be conducted electronically by those with subscriptions to the online search service. Personal searches at the Registry are also an option, although this is not in practice the way the legal profession conducts searches. These searches may now be conducted by email in order to avoid unnecessary face to face contact.
5. Court sessions and position (including filings and hearings).
The upcoming Court of Appeal Session (due to start in April 2020) will now take place by video-link with the President and Justices of Appeal presiding from the United Kingdom. It is expected that this will reduce the amount of business that the Court of Appeal will be able to get through.
Financial Services Division business is dealing with each matter before it on a case by case basis. It is likely for the time being that cases will be dealt with remotely, but there is currently a curfew in force while the government considers what restriction to place on movement and for the next few days matters are likely to be dealt with on the papers as far as possible.
It remains to be seen whether the notion that there will be a physical court in session in Cayman will survive the implementation of further measures as set out below.
6. Any travel restrictions.
The borders are closed. There is a curfew from 7 pm to 6 am and there is a stay-at-home order that prevents excursions for any but essential purposes.
7. Implications for economic substance compliance and residency.
As a result of the annual return extension for companies, the deadline for Economic Substance Notification (ESN) filings is now 30 June. Note, that the ESN submission will remain a prerequisite for companies successfully filing an annual return.
With respect to economic substance (ES) requirements, the DITC has acknowledged that COVID-19 may impact travel in 2020, which may in turn affect the ability of some entities to hold their board of directors meetings in Cayman during the year. The DITC has noted that the “directed and managed” requirement is only one element of the ES test, and whilst travel restrictions may be taken into consideration on a case-by-case basis when determining whether an entity has passed or failed the ES test, the DITC has been clear in pointing out that this consideration would impact on 2020 reports, which are due in 2021.