Cayman Islands Company Restoration
A company may be struck off the register upon application or on the initiative of the Registrar.
The Registrar of Companies may strike a Cayman Islands company off the Register of Companies, under section 156 of the Companies law, where the Registrar has reasonable cause to believe that the company is not carrying on business or the company is not in operation.
The most common reason for the strike off of a company, is failure of the company to pay its annual statutory fees.
Whatever the reason for the strike off, an application for restoration is to be made to the Grand Court (pursuant to Section 159 of the Law) to restore the company. This application can be made by any shareholder, director or creditor of the Company.
Caymans Company Restoration fees
- Our Assistance Fee to restore Caymans Company – £1200
- Caymans Government Restoration fee – US$860
- Caymans Government fees and penalties per year struck off based on capital
- Court filing fee for the Application – US$350
- Fixed lawyers fee – US$4000
- Caymans Registry Directors Register Penalty – US$2500
- Resolution to appoint new Caymans Registered Agent – £200
- Registry filing fee to appoint Registered Agent – US$150
- Transfer in to new Registered Agent fee – US$850
- Drafting and filing each missing annual return – £150
- Certified Documents to the Caymans Registry – £80
- Certified Documents to the Caymans Registered Agent – £80
- Advertisement fee payable to Cayman Islands Gazette – US$200
- Registered Office and Resident Agent fee per year struck off – £1290
- Due Diligence fee – per Director & Shareholder – £80
- Annual Directors Register Maintenance – £175
- Obtain a Company Search from the Caymans General Registry to check status – £250
- 3% Transfer fee – for penalties, fees and charges to the Caymans – to cover exchange rate changes, bank charges and fees
When all the fees and penalties are paid, the Registrar shall restore the Caymans company to the register and upon the restoration the company shall be deemed never to have been struck off.
Reinstatement penalties from Registrar
Registration fee CI$470
Penalty (no registered office) CI$500
2021 – annual fee CI$2568 – penalty CI$856
2020 – annual fee CI$2568 – penalty CI$1712
2019 – annual fee CI$2568- penalty CI$2568
Caymans Company Restoration Timescale
The legal fees include: obtaining letters of no objection from the Registrar, drafting the originating application, drafting the order, drafting the affidavit in conformity with the stipulations and requirements of the Grand Court Rules, collating relevant documents, filing the application and placing the necessary advert following a successful application in the Cayman Islands Gazette
It typically takes around 6 weeks for the court order to be obtained and for the company to be restored, subject to acceptance of the due diligence, however be more lengthy depending on the availability of court dates.
The application for restoration may be made at any time within two years of the date on which the company was struck off or, with the permission of the Governor in Council, at any future period not exceeding ten years from that date.
Before a Company will be restored to the register all outstanding fees and penalties must also be paid to Companies Registry and the court order normally includes this as a condition.
If no fees were paid at all and the company failed to keep a registered office the fees and penalties are extensive.
Reinstating a Cayman company
The process is as follows:
- We obtain written confirmation from the Registrar of Companies that there is no objection to the company being restored to the Register
- We ascertain the amount from the Registrar of any outstanding annual return fees and penalties the Company would be required to pay if restored to the Register
- Where the Company has been struck from the Register for more than two years but less than ten years we obtain confirmation from the Governor in Cabinet that there is no objection to the company being restored to the Register, which can take a month or more to obtain
- Confirm that a licensed corporate services provider is willing to act as registered office
- Draft an affidavit evidencing the following matters and send for execution by the company director or the member seeking restoration
- An originating application in the prescribed form together with a draft Order and supported by the executed Affidavit will be filed with the Grand Court
- The Clerk of the Court will determine applications on the papers without a hearing and must be satisfied that the company was in operation or carrying on business at the time it was struck off or simply that the restoration of the company is just.
- The Registrar, upon receiving the order and fees payable, will publish a notice in the Cayman Islands Gazette stating that the Company has been restored to the Register.
We must obtain Know Your Client documentation on the Directors and Ultimate Beneficial Owners of the company.
- Passport photo page of each Director
- Utility bill or Bank Statement of each Director
Effect of a company being struck off
Where the company has been struck-off the Register the company and the directors, shareholders, liquidators and receivers thereof may not:
- Commence legal proceedings
- Carry on any business or in any way deal with the assets of the company
- Defend any legal proceedings
- Make any claim or claim any right for, or in the name of the company; or
- Act in any way with respect to the affairs of the Caymans company
The fact that the name of a company is struck off the Register does not prevent:
- the company from incurring liabilities
- any creditor from making a claim against that company through to judgement or execution
Company Directors and Shareholders
When your Caymans company is re-instated, the company is deemed too have continued in existence as if it had never been struck from the Register. Any assets the company had at the time of strike off will be restored.
The previous Directors, Company Secretary and Shareholders are automatically assumed to have continued.