5 th Floor Genesis Building Genesis Close PO Box 446 Grand Cayman, KY1-1106 Cayman Islands GUIDE Cayman Islands RESTORATION OF CAYMAN COMPANY POST-STRIKE OFF
Strike Off A company may be struck off the register upon application or on the initiative of the Registrar. Clients may wish to read our companion guide to voluntary liquidation and strike off in this regard. The Registrar is vested with the power to strike a company from the Register if he or she has reasonable cause to believe the company is not in operation or is not carrying on business (Section 156 Companies Law (as revised and amended)). In addition, the Registrar may strike off where the company is being liquidated but he has reasonable cause to believe that no liquidator is acting. Usually, strike off on the Registrar s own initiative occurs where a company has failed to pay its annual fees and/or file its annual return. Application for Restoration Section 159 Whether the company is struck off voluntarily or by default, an application for restoration may be made to the Grand Court (pursuant to Section 159 of the Law) to restore the company. Application by whom? An application under section 159 may be made by the company, a shareholder or one of its creditors. Time limit This application may be made within 2 years of strike off or, with the permission of the Governor in Council, within 10 years. Procedure The process is governed by O.102, r.18 of the Grand Court Rules. One must file an originating application in the prescribed form together with a draft Order (3 copies) and supported by affidavit evidencing the following matters: 2 P a g e
O.102, r.18 (2) a. the company s registration number and the date of its registration; b. the date upon which the company was struck off the register of companies; c. if the company was struck off the register more than two years prior to the date of the originating application, the Governor in Council has no objection to its restoration to the register of companies; d. the Registrar of Companies has no objection to the company s restoration to the register of companies; e. the amount of the reinstatement fee payable and the amount of any outstanding annual return fees, the payment of which is sought by the Registrar of Companies; f. the address of the premises which will become the company s registered office in the event that it is restored to the register of companies; g. if the proposed registered office is the premises of a professional service provider, such person has agreed to provide registered office services to the company The relevant test The Clerk of the Court will determine applications on the papers without a hearing. The Clerk 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. If not so satisfied, the Clerk may request further evidence or direct that the application is served on the Registrar of Companies, or may refer the application to a judge of the Grand Court for oral hearing. The Clerk may also dismiss the application. The Court may impose terms and conditions even on a successful application and may make whatever directions are necessary and just (which may include the award of damages) in order to return the company and other affected persons to the same position (or as close a position as possible) as they would have been if the company had never been struck off. 3 P a g e
Fees Costs involved in this process include: 1. Re-instatement fee to the Registry which will normally be equivalent to the original incorporation/registration fee; 2. Unpaid/outstanding annual fees; 3. Court filing fees (approximately US$300-350); 4. Advertisement fee payable to Cayman Islands Gazette (US$100.00); 5. Samson & McGrath legal fees start at US$2,500. Our legal fees include: obtaining letters of no objection from the Registrar (and, where necessary, the Governor), 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. 1 Successful Restoration Advertisement Once granted, the Order must be advertised in the Cayman Islands Gazette. Time frame The Clerk will usually determine uncontroversial applications within a fortnight of filing however each case turns on its own facts. Continued existence One re-instated, the company is deemed to 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. 1 These fees are contingent upon the actual level of work involved and are subject to the Clerk of the Court requiring additional evidence and/or an oral hearing and/or making further directions which must be complied with. 4 P a g e
Contact us If you have any queries or require more information on any of our products and services please contact us and we will be more than happy to assist you. Phone: (345) 623-2740-2/949 2740 Fax: (345) 949 0073 Address: 5th Floor Genesis Building, Genesis Close, P.O. Box 446, Grand Cayman KY1-1106, Cayman Islands E-mail: info@samsonandmcgrath.com Additional Corporate Services Apart from standard company formation you may be interested in our other services and products. These are: Ship registration Aircraft registration Nominee shareholders Nominee directors Notarisation Apostilisation Certificate of Good Standing Certificate of Incumbency Standard Power of Attorney Change of Name Corporate Seal Mail forwarding per item Company search 5 P a g e