Local Companies (Control) Law LOCAL COMPANIES (CONTROL)

CAYMAN ISLANDS Local Companies (Control) Law LOCAL COMPANIES (CONTROL) REGULATIONS (1998 Revision) Supplement No. 3 published with Gazette No. 18 of 31st August, 1998. PUBLISHING DETAILS Page 2 Revised as at 7th day of July, 1998 c Local Companies (Control) Regulations Arrangement of Regulations CAYMAN ISLANDS Local Companies (Control) Law LOCAL COMPANIES (CONTROL) REGULATIONS (1998 Revision) Arrangement of Regulations Regulation Page 1. Citation ......................................................................................................................................5 2. Form of return of allotment or transfer of shares ........................................................................5 3. Form of application for licence ...................................................................................................7 4. Giving of notice ..........................................................................................................................7 5. Notice of proposed revocation of a licence .................................................................................8 6. Form of revocation of a licence ..................................................................................................8 7. Notification of change of status ..................................................................................................9 8. Board to decide status ...............................................................................................................9 9. Form of notice of change of status .............................................................................................9 10. Form of licence ........................................................................................................................ 10 c Revised as at 7th day of July, 1998 Page 3 Local Companies (Control) Regulations Regulation 1 CAYMAN ISLANDS Local Companies (Control) Law LOCAL COMPANIES (CONTROL) REGULATIONS (1998 Revision) 1. Citation 1. These regulations may be cited as the Local Companies (Control) Regulations (1998 Revision). 2. Form of return of allotment or transfer of shares 2. The form of a return of allotment or transfer of shares in a local company required to be forwarded under section 7(4) is as follows — c Revised as at 7th day of July, 1998 Page 5 Regulation 2 Local Companies (Control) Regulations LOCAL COMPANIES (CONTROL) LAW (Section 7(4)) RETURN OF PARTICULARS OF AN ALLOTMENT OR TRANSFER OF SHARES IN A LOCAL COMPANY TO: THE IMMIGRATION BOARD FROM: *PART A: RETURN OF PARTICULARS OF AN ALLOTMENT OF SHARES Date of Name, Number of Class of Consideration for Special Total number Remarks, if allotment address and shares shares allotment conditions of shares any nationality of allotted allotted attaching to previously person to shares allocated whom shares allotted, if allotted any *PART B: RETURN OF PARTICULARS OF A TRANSFER OF SHARES Date of Date of Transferor Name, Number Class of Consider- Special Total Remarks, transfer registrat- address of shares shares ation for conditions number of if any ion of and trans- trans- transfer attaching shares transfer national- ferrred ferred to transfer, transferred ity of if any to date trans- feree Page 6 Revised as at 7th day of July, 1998 c Local Companies (Control) Regulations Regulation 3 It is hereby certified that effective control of the company is not, either directly or indirectly or by reason of any artifice or device vested in or permitted to pass to persons other than the persons specifically shown in the return of shareholdings most recently filed in respect of the said company as varied by the allotment or transfer referred to in this return. For and on behalf of .......................................................................................Limited _______________________ DIRECTOR _______________________ *DIRECTOR/SECRETARY *Delete as inapplicable. 3. Form of application for licence 3. The form of application prescribed by section 10(2) is as follows — LOCAL COMPANIES (CONTROL) LAW (Section 10(2)) TO: THE IMMIGRATION BOARD From.........................................................Ltd. The above company hereby applies for a licence to carry on business in the Cayman Islands by virtue of paragraph (b) of section 4(1) of the Law. Enclosed herewith is a copy of the Memorandum and Articles of Association of the above company. A list of shareholders of the Company is enclosed in which the shareholdings in beneficial Caymanian ownership are indicated. The nature of the business the company is carrying on and proposes to carry on is as follows — ................................................................................................................................................ .................................................................................................................... The company is a subsidiary of ............................................................................... The company has the following subsidiaries under its control................................. .................................................................................................................................. I am instructed to supply any further information required by the Board. ..................................................... ......................................... Secretary of the above company Date 4. Giving of notice 4. (1) Any notice required to be given for any purpose of the Law shall be in writing and may be given — c Revised as at 7th day of July, 1998 Page 7 Regulation 5 Local Companies (Control) Regulations (a) in the case of notice to the Board, by being delivered personally to the Secretary of the Board or sent to him by registered post addressed to the office of the Board; (b) in the case of a company, by delivering it to the secretary or other officer of the company at its registered or principal office or sending it by registered post addressed to the company at that office; or (c) in any other case by being delivered personally or sent by registered post addressed to the person to whom it is to be given at his last or usual place of abode. (2) Every notice given in accordance with subregulation (1) shall be deemed to have been given and shall have effect at the time it is personally delivered or, if sent by post, at the expiration of three days after the date on which it was posted. In proving the giving of notice sent by post it shall be sufficient to prove that the letter containing the notice was properly addressed and posted. 5. Notice of proposed revocation of a licence 5. Before revoking a licence under section 11(4), the Board shall serve upon the relevant licensee a notice in the following form — LOCAL COMPANIES (CONTROL) LAW (Section 11(5)) NOTICE OF INTENTION TO REVOKE A LICENCE To..............................................................Ltd. TAKE NOTICE that the Immigration Board, in exercise of its powers under section 11(4) of the Law, proposes to revoke the licence of the above company on the ground that the company — .................................................................................................................................. and by virtue of paragraph..........................of the said subsection. The company may submit to the Board a written statement of objections, if any, to the revocation of licence on or before the ..............day of ..................., 19........., after which date the Board will proceed with the matter. Dated this.........................................day of .................................................,19........ ......................................... Secretary of the Board. 6. Form of revocation of a licence 6. The following is the form prescribed for the revocation of a licence under section 11(4) — LOCAL COMPANIES (CONTROL) LAW (Section 11(4)) Page 8 Revised as at 7th day of July, 1998 c Local Companies (Control) Regulations Regulation 7 ORDER OF REVOCATION OF A LICENCE To..............................................................Ltd. In exercise of the powers conferred upon the Immigration Board by section 11(4) of the Law, the Board hereby revokes the licence dated the ........day of ........., 19......., granted to the above company, with effect from the ......day of ..............., 19....... The above company is hereby advised that it may appeal to the Grand Court from this order of revocation in accordance with section 15 of the Law. .................................................. Secretary of the Board. 7. Notification of change of status 7. Every company licensed under the Law is required forthwith to notify the Secretary of the Board of any change of status of any of its shareholders by reason — (a) that a shareholder has acquired or has ceased to hold Caymanian status; (b) that a share transfer has taken place between a person of Caymanian status and a person of non-Caymanian status; or (c) that the company has become aware of a change in the beneficial ownership of any share. 8. Board to decide status 8. Where any doubt arises as to the status of any person for the purpose of complying with regulation 7, the company shall make report to the Board which shall decide the status of such person. 9. Form of notice of change of status 9. The following is the prescribed form by which local companies shall notify the Board of any change in the relevant status of any shareholding — c Revised as at 7th day of July, 1998 Page 9 Regulation 10 Local Companies (Control) Regulations LOCAL COMPANIES (CONTROL) LAW LOCAL COMPANIES (CONTROL) REGULATIONS (Regulation 7) From..............................................................Ltd. Please note that since our last communication with the Board relevant thereto, there appears to have been a change of status of the owners of the following share holdings in this company in that — ................................................................................................................................................ ................................................................................................................... by reason of.............................................................................................................. (show how the change arose, whether by change of the status of a shareholder or by change in the ownership of the shares, etc.). .................................................... ............................... Secretary of the above company Date. 10. Form of licence 10. Licences granted under section 11 shall be in the following form — LOCAL COMPANIES (CONTROL) LAW (Section 11) LICENCE TO A COMPANY TO CARRY ON BUSINESS IN THE CAYMAN ISLANDS Licence No............... THIS IS TO CERTIFY THAT ..................................................................is licensed for the purpose of paragraph (b) of section 4(1) of the Law to carry on the business of .............................................in the Islands under the above Law for a period of ........................years from the date of issue of this licence. This licence is subject to the following conditions — ................................................................................................................................................ ................................................................................................................................................ ...................................................................................................... Dated this....................................day of ................................, 199... ........................................ Secretary of the Board. Page 10 Revised as at 7th day of July, 1998 c Local Companies (Control) Regulations Regulation 10 Publication in consolidated and revised form authorised by the Governor in Council this 7th day of July, 1998. Carmena H. Parsons Clerk of Executive Council c Revised as at 7th day of July, 1998 Page 11