Companies Law (2018 Revision) of the Cayman Islands (the “Law“).
De-registration by way of continuation (“De-registration BWOC“).
Authority in Cayman to which application for De-registation BWOC must be submitted
The Registrar of Companies (“ROC“)
Ground Floor, Government Administration Building
133 Elgin Avenue, P.O. Box 123
Grand Cayman KY1–9000
Tel: +1 (345) 946-7922
Pre-requisites for De-registration BWOC
An entity wishing to de-register from Cayman and transfer by way of continuation to another territory (the “Transferring Entity”) must:
- have limited liability and a share capital;
- have provisions in its memorandum and articles which permits De-registration BWOC; and
- intend to register by way of continuation in a jurisdiction (the “Relevant Jurisdiction“) whose laws permit or do not prohibit the De-registration BWOC of the Transferring Entity.
Conditions for De-registration BWOC
- The Governor’s consent must be obtained if the Transferring Entity is licensed under the Banks and Trust Companies Law or the Insurance Law (or if such licence has been suspended or revoked and not reinstated;
- Required corporate action must be taken i.e. directors and or shareholders’ resolutions of the Transferring Entity must be passed;
- Payment of the registration fee i.e. three (3) times the annual fees normally paid by the Transferring Entity.
- ROC must be satisfied that it is not against the public interest to de-register the Transferring Entity.
Documents to be delivered to ROC with an application for De-registration BWOC
Declaration by a director stating that :
- no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the Transferring Entity in any jurisdiction;
- no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the Transferring Entity, its affairs or its property or any part thereof;
- no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the Transferring Entity are and continue to be suspended or restricted;
- the Transferring Entity is able to pay its debts as they fall due;
- the application for De-registration BWOC is bona fide and not intended to defraud existing creditors of the Transferring Entity;
- notice of the transfer has been or will be given within twenty-one days to the secured creditors of the Transferring Entity;
- any consent or approval to the De-registration BWOC required by any contract or undertaking entered into or given by the Transferrings Entity has been obtained, released or waived, as the case may be;
- the De-registration BWOC is permitted by and has been approved in accordance with the memorandum and articles of association
- of the Transferring Entity;
- the laws of the relevant jurisdiction with respect to the De-registration BWOC have been or will be complied with; and
- the Transferring Entity will, upon De-registration BWOC under the laws of the new jurisdiction, continue as a body corporate limited by shares.
- a voluntary declaration or affidavit by a director of the Transferring Entity as to certain matters contained in a director’s declaration;
- a statement of assets and liabilities up to the latest practicable date before the director’s declaration;
- notice of any proposed change of name; and
- notice of the proposed address of the registered office provider of the Transferring Entity in the new jurisdiction.
On de-registration the ROC will issue a certificate of de-registration noting that the Transferring Entity has been de-registered as an exempted company and will enter the date of de-registration into the Register of Companies.
The Registrar will publish notice of the de-registration in the Gazette noting the jurisdiction to which the Transferring Entity has been continued and its new name if the name has changed.
From the date of the de-registration the Transferring Entity shall cease to be an exempted company under and subject to the Companies Law and shall continue as a company under the laws of the relevant jurisdiction to which it has transferred.
The De-registration BWOC will not operate to:
- create a new legal entity;
- prejudice or affect the identity or continuity of the Transferring Entity as previously constituted;
- affect the property of the Transferring Entity;
- affect any appointment made, resolution passed or any other act or thing done in relation to the Transferring Entity pursuant to a power conferred by any of the constitutional documents of the Transferring Entity or by the laws of the Cayman Islands;
- affect the rights, powers, authorities, functions and abilities or obligations of the Transferring Entity or any other person; or
- render defective any legal proceedings by or against the Transferring Entity and any legal proceedings that could have been continued or commenced by or against the Transferring Entity before its de-registration may, notwithstanding De-registration BWOC be continued or commenced by or against the Transferring Entity after de-registration.
This note has been provided as a general guide only and should not be relied upon as a substitute for specific legal advice. Advice which is specific to your circumstances should always be obtained. If you would like further information on any aspect of this note or on any other Cayman Islands legal issue please contact us at:
Corporate & Commercial Practice Group
D. +1 345 815 2807
Suite 2206, Cassia Court
72 Market Street, Camana Bay
P.O. Box 32302
Grand Cayman KY1-1209
T. +1 345. 815. 2800
F. +1 345. 947. 4728