s.2Definitions and interpretation
2
Section 2Part 1 — PreliminaryAmendedNot Yet In Force

Definitions and interpretation

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This section has not been brought into force.

It was enacted by Parliament but awaits a commencement order before it becomes operative law.

Amendment: LG13/S2

Pending changes

Inserted definitions for “ceased operations”, “natural person”, and “principal”.

Inserts definitions of “Cayman Islands Stock Exchange” and “Cayman Islands exempted limited partnership”.

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 —
is represented by a certificate that does not record the owner ’ s name; and
is transferable by delivery of the certificate; “ Cayman Islands exempted limited partnership ” means an exempted limited partnership registered in accordance with section 9 of the Exempted 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) ; “ 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 section 164 ; “ exempted limited duration company ” means an exempted company registered as an exempted limited duration company under section 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 section 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) ; “ ordinary resident company ” means a company which carries on business in the Islands in accordance with section 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 —
B anks and Trust Companies Act ( 202 5 Revision ) ;
Building Societies Act ( 2020 Revision ) ;
Companies Management Act ( 202 5 Revision ) ;
Cooperative Societies Act ( 2020 Revision ) ;
Insurance Act , 2010 [ Law 32 of 2010 ] ;
Money Services Act ( 2020 Revision ) ;
Mutual Funds Act ( 202 5 Revision ) ;
Securiti es Investment Business Act ( 2020 Revision ) ;
Development Bank Act (2018 Revision);
Directors Registration and Licensing Act , 2014 ; and
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 section 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; “ special economic zone company ” means an exempted company that is registered as such under section 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.
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.
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.
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 ) .
For the purpose of this Act , “ public in the Islands ” does not include —
a sophisticated person;
a high net worth pers on;
a person specified in paragraph 3 of

Cross References

Referenced By