Customer Service

Cayman Islands Company Restoration

Circumstances that have a company struck off

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.

Where a company has been struck off the Register, either voluntarily or by the Registrar, the Companies Law (2018 Revision) of the Cayman Islands provides that any shareholder, director or creditor of the Company may apply to the Registrar to have the Company restored to the Register.

In the event that a company is struck off voluntarily or by the Registrar, an application may be made to the Grand Court of the Cayman Islands by the company, a shareholder or a creditor of the company, for an Order that the company be restored to the Register.

The application 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.

When instructed to proceed, confirmation from the  Registrar is necessary to ascertain the amount of outstanding fees and penalties.
If no fees were paid at all  and the company failed to keep a registered office the fees and penalties are extensive.
If the Company is an exempt company it will also need to name a service provider willing to become the registered office once the company is reinstated.

Reinstating a Cayman company

The process is as follows:

    • We confirm reinstatement fees/penalties with the Registrar of Companies.
    • Reinstatement fee is equivalent to the original registration fee. All unpaid annual fees must be made good, and penalties may be applied.
    • We must confirm that a licensed corporate services provider is willing to act as registered office.
    • Client confirms Company director that will swear the required affidavit.
    • We will draft the affidavit and send for execution by the director.
    • On receipt of the signed affidavit,  the application for restoration is filed with the Court.
    • The Court deals with these applications administratively without the need for a court hearing.
    • Company then must file the Court order and pay fees to the Registrar; the Company is then restored to the register.
    • Notice of the restoration order is published in the Cayman Islands Gazette.
    • Please note that if the company was struck off more than 2 years ago, there is an additional approval required from the government which can take a month or more to obtain.

Estimate of Costs

Reinstatement FeeUS$750
Annual Fees per year unpaidUS$875
Penalties per yearUS$875
Court Fee for ApplicationUS$250
Registry SearchUS$40
Fixed Legal FeeUS$4,000
Gazette NoticeUS$200
This estimate is for restoration application only.

Our Fee to restore : £1200

  • Provision of Registered Office and Resident Agent – £1200
  • Filing Fee – £95
  • Stamp Duty – £65
  • Government Fee – US$850
  • Tax Exemption Certificate – US$1850
  • Economic Substance Administration and Compliance – £250
  • Economic Substance Filing Fee – £150
  • UBO Register Submission – £175
  • Company Secretary  if required – £550

 

What fees are payable?

If an application is made by a director or a shareholder:

  • US$244 is payable to the Grand Court on application;
  • and any fees determined payable (including reinstatement fees, outstanding annual fees and penalty fees) by the Registrar.

If an application is made by a creditor:

  • US$6,100 is payable to the Grant Court on application;
  • and any fees determined payable (including reinstatement fees, outstanding annual fees and penalty fees) by the Registrar.

Restoration of a Cayman Islands Company That Has Been Struck from The Register of Companies

The Registrar of Companies may strike a Cayman Islands company off the Register of Companies where the Registrar has reasonable cause to believe that the company is not carrying on business or  the company is not in operation. Where a company has been struck off the Register, the Companies Law (2018 Revision) of the Cayman Islands provides that any shareholder, director or creditor of the Company may apply to the Registrar to have the Company restored to the Register.

Process for the Directors or Shareholders of a Company to restore the Company to the Register

The directors or shareholders must:

  • Obtain written confirmation from the Registrar that there is no objection to the Company being restored to the Register; ascertain the amount from the Registrar of any unpaid annual 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, obtain confirmation from the Governor in Cabinet that there is no objection to the company being restored to the Register;
  • Apply to the Grand Court of the Cayman Islands supported by an Affidavit stating (i) the Company’s incorporation number and date of incorporation, (ii) the date the Company was struck off the Register, (iii) that the Registrar has no objection to the Company being restored to the Register, (iv) the amount of reinstatement fees, outstanding annual fees and penalty fees, (v) that the Governor in Cabinet has no objection to the Company being restored to the Register and (vi) the address of the proposed registered office of the Company when the Company is restored to the Register;
  • Then serve the final order on the Registrar along with any fees payable (inclusive of reinstatement fees, outstanding annual fees and penalty fees).

The Clerk of the Court must be satisfied that the Company was in operation or carrying on business at the time it was struck off from the Register or that the restoration of the Company to the Register is just.

Is notice of the Company’s restoration to the Register published?

Yes – the Registrar, upon receiving the order and fees payable, must publish a notice in the Cayman Gazette stating that the Company has been restored to the Register.

How long does the application for restoration take to be processed?

3 – 4 weeks once all the incorporation and corporate documents of the Company have been received from the client.

What is the effect of a Restoration Order

Following an order for the restoration of a Company to the Register, the Company shall be deemed to have continued in existence as if its name had not been struck off the Register.

[1] The Registrar will usually strike a company off the Register because the company has not paid its annual fees, filed the required annual returns or because the directors of the company have notified the Registrar that the company is defunct.

[2] This restoration process does not apply to companies that (i) were liquidated before being struck off, (ii) companies that have been dissolved subsequent to the statutory liquidation process or (iii) companies that have been deregistered on the basis of redomiciliation.

[3] If the Clerk of Court is satisfied that the requirements to restore the Company to the Register have been fulfilled she will make a final order.

[4] Usually in the Cayman Islands Gazette and also in a publication outside of the Cayman Islands if the company has business outside of the islands.

Application for Restoration Section 159 – Whether the company is struck off voluntarily or by default, an application for restoration is to be made to the Grand Court to restore the company.

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.

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.

Fees & Costs involved in this process include:

Re-instatement fee to the Registry which will normally be equivalent to the original incorporation/registration fee;

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.

Time frame

The Clerk will usually determine uncontroversial applications within a fortnight of filing.

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.

Restoring a company to the Register

Steps to be taken to restore a company to the Register.

  • The Registrar of Companies will need to be contacted requesting confirmation of the amount in fees, penalties and restoration costs that are payable.
  • If the company has been struck off for more than two years, the Governor in Cabinet must have no objection to restoration of the company to the Register.
  • The Registered Office will draft an application to restore company in accordance with s 159 of the Companies Law.
  • Draft an affidavit to be sworn by a company director or the member seeking restoration, which sets out the grounds for reinstatement. see 102, r.17(2) of The Cayman Islands Grand Court Rules
  • The application, sworn affidavit and Order are filed with the Clerk of the Court.
  • The Clerk of the Court will determine the application without the need for a hearing. If the Clerk is satisfied with the application and the evidence as filed, the Order will be made confirming the restoration subject to the conditions that the fees are paid as stated in the Registrar’s letter and that a notice of the new registered office is filed with the Registrar of Companies.
  • In the final step, notice of the restoration will be published in the Gazette and the process is complete.

Reinstating a Company onto the Register after Strike-Off

Pursuant to section 159 of the Companies Law, within two years of a company being struck off the register, a company may submit an application to the Grand Court for reinstatement. Most applications will be processed without the need for a formal hearing and are dealt with within a week of submission. However, it is possible that a hearing before a judge may be required if, for example, the court requires further evidence to be presented.

All applications must be accompanied by a letter of approval from the Registrar of Companies, which will set forth any reinstatement fees. Applications must also include an affidavit sworn by an official representative of the company, who typically is a former director of the company.

The affidavit must state:

• the company’s registration number and its original date of incorporation
• the date the company was struck off including a copy of the notice
• that the Registrar does not object to the company being restored to the registry
• statement of any overdue annual fees and or registry reinstatement fees
• the intended address of the company should it be reinstated and
• the reason the company seeks to be restored onto the registry

Applications made more than two years after the original strike-off date, but no more than ten years later, must also be accompanied by a letter of approval from the Governor in Cabinet.