The Companies (Amendment) Act, 2024 (the "Act") will come into force on 1 January 2026 following the publication of the Companies (Amendment) Act, 2024 (Commencement) Order, 2025. The amendments introduce a number of changes intended to modernise and streamline the operation of companies incorporated in the Cayman Islands.
A key amendment is the introduction of a simplified method for reducing share capital. A company may now reduce its capital by special resolution supported by a solvency statement provided by the directors, confirming that the company will be able to meet its debts as they fall due in the ordinary course of business. This offers a more efficient route for solvent companies while retaining the court sanctioned process where appropriate.
The amendments also allow companies, where their articles permit, to repurchase or redeem fractional shares. This measure facilitates greater flexibility in share restructurings and transactional processes.
The continuation regime has been broadened so that a foreign company with limited liability but without share capital in its home jurisdiction may apply to continue into the Cayman Islands as an exempted company limited by shares. This enables a wider range of international structures to relocate to Cayman provided they can adopt constitutional documents compatible with the Companies Act.
New conversion routes have also been introduced. A limited liability company or a foundation company may convert into an exempted company without forming a new legal entity, subject to meeting the statutory requirements and receiving a certificate of re registration from the Registrar.
For exempted companies issuing securities, the Act now clarifies the meaning of public in the Islands. The definition excludes exempted companies, foreign registered companies and limited liability companies, providing greater certainty for listings on a local exchange.
In addition, an exempted company may apply to re register as an ordinary resident company. This requires a special resolution and amendments to its constitutional documents and provides a pathway for companies wishing to establish a domestic operating presence.
These amendments collectively modernise the Cayman corporate framework and provide companies with more practical options for structuring and operational flexibility.
Access the full Companies (Amendment) Act, 2024 here, and the Companies (Amendment) Act, 2024 (Commencement) Order, 2025 here.
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