Directors duties cayman islands law reform commission. Duties of directors of companies in the cayman islands are determined by cayman. Dec 01, 2016 the purpose of this guide is to provide an overview of the powers, duties and obligations of a director of an exempted company fund incorporated under the companies law of the cayman islands. The following copies of various laws and regulations are provided for informational purposes only. A summary of duties and liabilities of directors of companies incorporated under the laws of the cayman islands. The companies law and continuing requirements of a cayman islands company the companies law. This codified standard applies in addition to, and not in substitution of the common law duties of a director. An individual director must act in good faith in his dealings with or on behalf of the company and exercise the powers and fulfil the duties of his office honestly.
Articles 74, 75 and 76 of the companies law and the customary law. Looking to the west for answers gautam sundaresh cyril amarchand mangaldas follow this and additional works at. From a cayman law standpoint, there is no substantial difference between the core duties of an executive director and non executive director. The cayman approach to corporate governance corporate. Th ere is a divergence of approach to their powers to do so across the off shore jurisdictions.
In general, this means that directors must act in the interests of all members collectively. The duties of directors and by extension other company officers are not codified under the law of the cayman islands. The 2006 act has changed this and, for the first time, directors duties are now codified, in an attempt to provide clarity and certainty, although the common law is still relevant. In addition, in 2014, cima promulgated the directors registration and licensing law, which sets registration obligations for directors of most cayman hedge funds and licensing. The judges largely obiter comments regarding directors duties and the steps to be taken to discharge those duties in a cayman investment fund context were of particular note. The statement of guidance for regulated mutual funds published by the cayman islands monetary authority cima is also instructive for directors of cayman islands mutual funds. Memorandum or articles of association registered office directors and officers name of the company. Duties and obligations of a director of a cayman islands. Directors registration and licensing amendment law, 2019. Statutory duties and liabilities of directors in addition to the common law duties, the companies law places specific duties upon directors, for example to disclose potential or actual conflicts of interest. These duties are essentially to act in good faith to the company and the duty not to make secret profits.
Clear media is listed on the mainboard of the stock exchange of hong kong and is the largest operator of bus shelter advertising panels in china. Cayman islands directors registration and licensing law. Common law duties applicable to directors are generally varied under the terms of the articles of association of a cayman company including provision for delegation of directors powers to service. Under cayman islands law, directors have certain duties, as agents of a company, of care, diligence and skill and also a fiduciary duty to act in the best interests of the company.
It is not intended to be an exhaustive statement of the law in this area but merely to be of some guidance to persons who act as directors of such companies. The laws and regulations have been categorised alphabetically to help you find them more easily. Alric also acts as voluntary liquidator to cayman islands entities. The duties and liabilities of the directors of a company under cayman islands law arise from. Weavering litigation cayman hedge fund directors duties. It deals in cayman broad terms with the requirements of islands law. Directors duties and obligations under cayman islands law harneys. Insolvency and directors duties in the cayman islands.
Duties and obligations of a director of a cayman islands fund. Law and practice cayman islands 5 campbells advises on cayman islands and british virgin islands law, and has offices in cayman head office, the bvi and hk. Directors are often caught between the interests of creditors and shareholders. Walkers advises on the laws of bermuda, the british virgin islands bvi, the cayman islands, guernsey, ireland and jersey channel islands. This is a new edition of the established authority on the law relating to directors of companies incorporated under the uk companies acts. The purpose of this guide is to provide an overview of the powers, duties and obligations of a director of an exempted company fund incorporated under the companies law of the cayman islands. We recommend that our clients seek legal advice in the cayman islands on their specific issues before taking action. Cayman law cayman law mediation corporate secretary. Duties of a director under the law of the cayman islands. Duties and liabilities of directors of australian companies. The utility regulation and competition law, 2016 7 cayman islands law 49 of 2016. Directors duties and obligations under cayman islands law. Cayman islands duties and liabilities of directors walkers global.
The business and affairs of every corporation organized under this chapter shall be managed by or under the direction of a board of directors. What are the directors duties for cayman islands and bvi. The cayman islands attracted global attention as a result of the weavering macro fixed income fund limited in liquidation vs. Duties of a director under the law of the cayman islands i introduction set out below is a summary of the duties imposed by the law of the cayman islands upon a director of a cayman islands company and a description of the standard a director is obliged to meet in the proper discharge of those duties. Walkers cayman duties and liabilities of directors. Fiduciary duties of directors during corporate failure in india. A companys directors are the persons to whom the law looks to manage the affairs of a company on behalf of its owners. Duties of directors of cayman companies cayman islands. All directors are bound by their fiduciary duty and the duty of care and skill. Both of these duties shall be examined in more detail below. There can also be a breach of this duty by causing a company to enter into risky transactions without any prospect of producing. Duties no income, corporation, capital gains taxation in the cayman islands 20year tax exemption annual return and fee to the registrar of companies certain changes to be filed with the registrar.
Acting as a director of a cayman islands company ogier. The cayman islands courts would regard the decisions of the english courts in relation to the duties and liabilities of a director as highly persuasive. Some of the common law principles are incorporated in statute and legal precedents. This is so even in the case of small private companies. In the case of the directors of many cayman islands companies, the law of other jurisdictions, e. All discussions about directors duties in jersey begin with article 74 of the companies law. Principle 6 duty not to enter into transactions in which the directors have an interest except in compliance with the requirements of the law. A director of a corporate fund owes the same duties to the fund as a director of any other cayman islands. In addition to the general duties derived from the common law, certain duties are to be found in cayman islands statutes, principally the companies law. Razaak busari deputy head of insurance, cayman islands monetary authority michael gibbs president, kensington management group, ltd. A quick guide to directors duties in the cayman islands.
Some of the common law principles are incorporated in statute and legal precedents evolve over time as new cases are tried before the grand court, court. Responsibilities of officers and directors under texas and. Alric lindsay is a cayman islands corporatefunds lawyer and an independent fund director approved by the cayman islands monetary authority and licensed under the directors registration and licensing law. Official copies of the laws and regulations can be obtained from the legislative department at minimal cost. Cayman in addition to certain statutory obligations, directors are subject to equitable and common law duties, including to. This memorandum provides a summary of duties and liabilities of directors of companies incorporated under the laws of the cayman islands. Cayman islands law essentially imports the appropriate principles of english common law prior to the enactment of the companies act 2006 of the united kingdom, which have been substantially confirmed by decisions of the courts of the cayman islands. Under english common law, which has been followed in the cayman islands, directors owe fiduciary duties to the company. Thus, the revised rules on directors duties are backed up by.
Duties and liability in cayman islands law duties and liabilities of directors of companies in the cayman islands are determined by legislation in the companies law revised and by the common law from which precedents are established. Walkers has acted as bermuda, british virgin islands and cayman islands legal counsel to both the offeror and the lenders in a voluntary cash offer to acquire the entire issued share capital of clear media limited clear media, including clear channel outdoor holdings stake in clear media. The information contained in this guide is provided for the general interest of our readers, but is not intended to constitute legal advice. Directors registration and licensing law publication. A guide to directors responsibilities under the companies act 2006. This quick guide provides an overview of some of the main duties of directors of cayman islands companies. A guide to directors responsibilities under the companies. Nick hoffman and grainne king, 02 november 2018 in the cayman islands, where there is no specific law on directors duties, its common for company articles of association or service contracts to limit or exclude directors liability or indemnity. The concepts of a company and corporate governance. Please see our guide to directors duties and companyobligations under cayman islands law for. There is no statutory codification in the cayman islands of the general. Under the common law, directors owe fiduciary duties and certain duties of skill and care.
A director owes fiduciary duties to the company and will act as an agent of the company. Of principal significance was the judges statement of the highlevel supervisory duty that directors of cayman investment funds owed, and the practical and. Change in definition of beneficial ownership as highlighted in our previous bulletin here certain cayman islands companies are required to establish and maintain a register. Fiduciary duties an individual director must act in good faith in their dealings with or on behalf of the company and exercise the powers and fulfil the duties of the office honestly. In the cayman islands the primary source from which directors duties emanate is the common law. The situation is governed by the companies law of the cayman islands the companies law and the common law so far as it has not been amended by statutory provision. Th eir duties may sometimes lead them to need to seek the winding up of the company.
Duties and responsibilities of captive board presented by. These duties are generally owed to the cayman company but can in certain circumstances be owed directly to the companys shareholders or creditors. The law is designed to enable the cayman islands monetary authority cima to, amongst other things, approve or deny applicants for registration or licensing as directors and retain detailed information on directors for the purposes of both assisting overseas regulatory authorities and carrying out its own regulatory functions. Cayman islands company law is primarily codified in the companies law 2018 revision and the limited liability companies law, 2016, and to a lesser extent in the securities and investment business law 2015 revision. Particular circumstances or transactions should be the subject of specific legal advice given on the. Duties of directors under cayman islands law, our directors have a fiduciary duty to the company to act in good faith in their dealings with or on behalf of our company and exercise their powers and fulfill the duties of their office honestly and loyally. Duties of a director under british virgin islands law. Under the companies law, officers are broadly subject to the same duties as those imposed on a director. Directors duties and liabilities under cayman islands law. Duties of directors of cayman companies dillon eustace. Cayman it is not intended to be exhaustive but merely to provide brief details and information which we hope will be of use to our clients.
We are experienced in all types of international and crossborder transactions covering a broad range of sectors with a particular focus on both contentious and noncontentious corporate and finance law, investment funds, private equity. Directors duties and obligations under cayman islands law there is no statutory codification in the cayman islands of the general duties, obligations and liabilities owed by directors to cayman islands exempted companies and the duties are based on a combination of english common law, statute and regulatory guidance. A director of a company has certain duties where he has a material. A director of a company must not allow personal interests to conflict with the interests of the company. Duties of directors of companies in the cayman islands are determined by cayman common law and statute and are summarised below.
Nov 09, 2016 the cayman directors registration and licensing law drll requires that all prospective directors of a cayman islands regulated corporate mutual fund be registered or licensed with the cayman. Stuarts walker hersant humphries cayman islands cayman islands. Duties and liabilities of directors of companies in the cayman islands are determined by legislation in the companies law revised and by the common law from which precedents are established. Duties of directors of jersey companies offshore law firm. In fact, the body of case law dealing with the directors fiduciary duty and the duty of care and skill remains applicable. Duties of directors of companies in financial difficulties. The new edition features all important developments in the law including the small business, enterprise and employment act 2015 which improves transparency including requiring directors to be natural persons unless. General duties of directors duties of directors director tools duty in relation to the approval of financial statements centro case and board approval of statements issued by a company james hardie cases. It is also important to consider whether the same duties and obligations apply to other members of the management structure. Cayman law represents businesses and individuals from all around the globe in the cayman islands. This is a sample resolution to be adopted by the board of directors of a corporation appointing officers for the corporation. Directors duties may also be confined by the companys constitutional documents, namely its articles of association. A companys wellbeing rests on the shoulders of its directors.
The form can be used with the action by written unanimous consent of the board of directors or the form of minutes of the meeting of the board of directors. The common law duties of directors at common law a director owes two types of duty to the company. The firm is led by chris narborough, who has over 25 years experience in the jurisdiction as an attorney, and has been involved in many of its highest profile and successful projects. A breach of these duties can lead to personal liability and possible disqualificationfrom being able to act as a director or being involved in the management of the company for a specified period. The duties of directors in company law are to act in the best interest of a company and its shareholders within the bounds of the law. The law applies to each class of director whether or not the director is resident in cayman. Directors duties in the cayman islands and the weavering macro judgment a directors duties in the cayman islands 8.
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