Cayman Islands Company Law - Cayman Islands Companies Law (2010 Revision)

Cayman Islands Company Law relating to company incorporation is codified in the Cayman Islands Companies law 2010. You will find below the key extracts from the Cayman Islands Companies law 2010 along with the full act.

§30. Company Name

No company shall be registered by a name which if the name:

  • is identical with that by which a company in existence is already registered or so nearly resembles that name as to be calculated to deceive,
  • contains the words “Chamber of Commerce” “royal”, “imperial”“empire”,“municipal”,“chartered”, “building society”,“co-operative”, “assurance”, “bank”, “insurance” or any words which in the opinion of the Registrar suggest, or are calculated to suggest, connection with any public board

The company name should be followed by the word “Limited” or the abbreviation “Ltd.”

§50. Registered Office

Every company shall have a registered office to which all communications and notices may be addressed. Any company who carries on business without having such an office, shall incur a penalty of ten dollars for every day during which business is so carried on.

§26. Memorandum and Articles of Association

A register of companies shall be kept in which shall be entered the following particulars which shall be annexed to the memorandum of association and articles of association, insofar as they are not included therein-

  • the name of the company;
  • the part of the Islands in which the registered office of the company is proposed to be situate;
  • the amount of capital of the company and, in the case of a company having its share capital divided into shares of a nominal or par value, the number of shares into which it is divided and the fixed amounts thereof;
  • the names and addresses of the subscribers to the memorandum and the number of shares taken by each subscriber;
  • the date of execution of the memorandum of association;
  • the date of filing of the memorandum of association;
  • the number assigned to the company

§55. Directors

Every company shall keep at its registered office a register containing the names and addresses of its directors and officers, and shall send to the Registrar a copy of such register, and shall within thirty days notify the Registrar of any change that takes place in such directors or officers.

§88. Shareholder

Where a scheme or contract involving the transfer of shares or any class of shares in a company to another company, whether a company within the meaning of this Law or not (in this section referred to as “the transferee company”) has, within four months after the making of the offer in that behalf by the transferee company, been approved by the holders of not less than ninety per cent in value of the shares affected, the transferee company may, at any time within two months after the expiration of the said four months, give notice in the prescribed manner to any dissenting shareholder that it desires to acquire his shares, and where such notice is given the transferee company shall, unless on an application made by the dissenting shareholder within one month from the date on which the notice was given, the Court thinks fit to order otherwise, be entitled and bound to acquire those shares on the terms on which under the scheme or contract the shares of the approving shareholders are to be transferred to the transferee company.

§13. Share Capital

A company limited by shares or a company limited by guarantee and having a share capital, if so authorised by its articles, may alter the conditions of its memorandum to-

  • increase its share capital by new shares of such amount as it thinks
  • consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
  • convert all or any of its paid-up shares into stock, and reconvert that stock into paid-up shares of any denomination;
  • cancel shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person

§159. Company Restoration

If a company or any member or creditor thereof feels aggrieved by the company having been struck off the register in accordance with this Law, member or creditor made within two years or such longer period not exceeding ten years as the Governor in Cabinet may allow of the date on which the company was so struck off, may, if satisfied that the company was, at the time of the striking off thereof, carrying on business or in operation, or otherwise, that it is just that the company be restored to the register, order the name of the company to be restored to the register, on payment by the company of a re-instatement fee equivalent to the original incorporation or registration fee and on such terms and conditions as to the Court may seem just, and thereupon the company shall be deemed to have continued in existence as if its name had not been struck off;

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