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This client briefing provides an overview of the procedures in the Cayman Islands for transferring an exempted company limited by shares (Exempted Company) out of the Cayman Islands by way of continuation.
The Companies Act (Revised) (the Companies Act) provides that an Exempted Company which proposes to be registered by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands may apply to the Cayman Islands Registrar of Companies (the Registrar) to be de-registered in the Cayman Islands.
Other Cayman vehicles such as the limited liability company and exempted limited partnership may transfer out of the Cayman Islands by way of continuation pursuant to the Limited Liability Companies Act (Revised) and the Exempted Limited Partnership Act (Revised), respectively. The migration procedures and documentation are similar to that of the continuation of an Exempted Company.
In advance of carrying out a proposed transfer by way of continuation out of the Cayman Islands, there are some initial considerations for the Exempted Company:
Subject to any prohibitions, restrictions and/or requirements under the laws of the Relevant Jurisdiction, the Cayman Island's statutory procedure is very straightforward.
The Registrar will de-register an Exempted Company if:
The following documents are required to be filed with the Registrar in respect of the application by the Exempted Company for de-registration in the Cayman Islands:
Further, copies of the board resolutions and special resolutions of the Exempted Company approving of the transfer by way of continuation out of the Cayman Islands should be filed with the Registrar as part of the application.
If the Registrar is satisfied that the requirements for de-registration have been complied with, the Registrar shall issue a certificate that the Exempted Company has been de-registered as an Exempted Company and specify the date of such de-registration.
The Registrar will give notice in the Gazette of the de-registration of the Exempted Company under the Companies Act, the jurisdiction under whose laws the Exempted Company has been registered by way of continuation and the name of the Exempted Company if different from the current name.
From the date of de-registration of the Exempted Company, the Exempted Company shall cease to be a company for all purposes under the Companies Act and will continue as a company under the laws of the Relevant Jurisdiction. This shall not operate:
As of the effective date of de-registration of the Exempted Company, the Exempted Company will continue as a company under the laws of the Relevant Jurisdiction. However, this continuation will not absolve the Exempted Company from certain post-migration filing obligations. For example, reporting and notice filing obligations under the Cayman Economic Substance regime will apply to the Exempted Company up to the effective date of the migration, which will require reporting and notice filings to be submitted after the effective date.
If you require further information, please speak to your usual Ogier contact or one of our corporate specialists as detailed on this page.
Ogier is a professional services firm with the knowledge and expertise to handle the most demanding and complex transactions and provide expert, efficient and cost-effective services to all our clients. We regularly win awards for the quality of our client service, our work and our people.
This client briefing has been prepared for clients and professional associates of Ogier. The information and expressions of opinion which it contains are not intended to be a comprehensive study or to provide legal advice and should not be treated as a substitute for specific advice concerning individual situations.
Regulatory information can be found under Legal Notice
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