The Cayman Islands, known for its dynamic offshore jurisdiction, provides considerable legislative flexibility, particularly for companies and partnerships. This includes the option for Cayman-based entities, such as exempted companies, limited liability companies (LLCs), and exempted limited partnerships, to relocate to other jurisdictions. This process, termed' continuation', involves a series of specific steps and legal requirements.
Eligibility for De-registration and Transfer
Certain entities are eligible to de-register from the Cayman Islands and continue in another jurisdiction:
- Exempted companies with limited liability and share capital can apply for de-registration under the Companies Act.
- LLCs, as per the Limited Liability Companies Act (LLC Act), can also seek de-registration for continuation abroad.
- Exempted limited partnerships, governed by the Exempted LimitedPartnership Law (ELP Act), may apply for de-registration, provided their general partner consents.
Process of De-registration
The procedure for de-registration is largely uniform across exempted companies, LLCs, and exempted limited partnerships. The following conditions must be met:
- The destination jurisdiction must permit the continuation.
- Payment of an application fee, which is three times the annual fee of the entity, must be made. This fee varies for exempted companies based on their authorized share capital.
- The entity must notify any changes in its name, partnership structure, or registered office in the new jurisdiction.
- A declaration or affidavit must be submitted, confirming the entity's solvency, intention not to defraud creditors, and compliance with all contractual and constitutional document requirements.
- If regulated by the Cayman Islands Monetary Authority (CIMA),consent for the transfer must be obtained.
- The entity must provide a recent statement of assets and liabilities.
- An undertaking to notify secured creditors of the transfer within 21 days is required.
- The entity must be in good standing with the Cayman IslandsRegistrar and have paid all dues.
Legal and Regulatory Considerations
It's crucial that the declaration or affidavit is made on reasonable grounds, as any misrepresentation may lead to legal consequences, including fines or imprisonment. Additionally, entities must ensure compliance with the International Tax Co-operation (Economic Substance) Act before proceeding.
Effects of De-registration
Upon successful de-registration, the Registrar issues a certificate indicating the de-registration date. Entities can opt for an express de-registration process for immediate effect. De-registration transforms the entity’s legal status, continuing its existence under the new jurisdiction’s laws. This process does not alter the entity’s legal identity, property, existing resolutions, rights, obligations, or ongoing legal proceedings.
Next Steps for Successful Continuation
Effective coordination between legal representatives in the Cayman Islands and the new jurisdiction is essential. Proper compilation and submission of the required documentation facilitate a smooth transition out of the Cayman Islands.
This article is only intended to give a general overview and summary of the subject matter. It is not, nor is it intended to be comprehensive, and it does not constitute, and should not be taken to be, legal advice. If you would like legal advice or further information on any issue of any kind raised by this guide, please get in touch with one of your usual contacts.
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