Cayman Islands: Cayman Islands Exempted Limited Companies - Resolutions Required To Be Passed

SPECIAL RESOLUTION

The following actions in respect of exempted companies incorporated under the Cayman Islands Companies Law (as amended) (the "Law"), are required by Law to be passed by special resolution (as defined in the Law two thirds consent of those that vote or unanimous written consent, but may be varied upwards by the Articles):

1. Section 10 (amending the memorandum of association);
   
   
2. Section 14 (authorising a reduction of share capital);
   
   
3. Section 24 (amending the articles of association);
   
   
4. Section 31 (changing the name of the company);
   
   
5. Section 67 (appointing, pursuant to the provisions of Sections 63 to 67, an inspector to examine the affairs of the company);
   
   
6. Section 94 (requiring the court to wind up the company under the Law);
   
   
7. Section 132(b) (winding up the company voluntarily under the Law);
   
   
8. Section 138 (delegating to creditors the power to appoint a liquidator in a voluntary winding up, filling any vacancy among liquidators and entry into arrangements in respect of a liquidator's powers in a voluntary winding up);
   
   
9. Section 139 (sanctioning arrangements between a company being voluntarily wound up and its creditors);
   
   
10. Section 163 (sanctioning of any general scheme of liquidation proposed by a liquidator);
    
    
11. Section 164 (sanctioning of any compromise with creditors or shareholders proposed by a liquidator);
    
    
12. Sections 142 and 165 (sanctioning of certain other matters proposed by a liquidator); and
    
    
13. Section 223 (registration by way of continuation in a jurisdiction outside the Cayman Islands).
    
    

ORDINARY RESOLUTION

The following actions in respect of exempted companies incorporated under the Cayman Islands the Law, are required by Law to be passed by ordinary resolution (simple majority of those that vote, or unanimous written resolution):

1. Section 13 (increasing, subdividing or consolidating the authorised share capital);
   
   
2. Section 35(1)(a) (authorising the company to issue shares at a discount to their par value);
   
   
3. Section 37(d) (authorising the manner of purchase on redemption or repurchase of shares);
   
   
4. Section 132(a) (winding up the company voluntarily under the Law);
   
   
5. Section 136(d) (appointment of liquidator in a voluntary winding up);
   
   
6. Section 158(1)(b) (disposal of company books, accounts and documents on dissolution).
   
   

OTHER MATTERS

We also mention that section 86(2) of the Law requires that where a members meeting has been convened by the court to approve a court sanctioned compromise or arrangement between a company and its members (or of a class of member, as the case may be), including in respect of any amalgamation, a majority in number of the members representing seventy-five percent in value of the members (or of a class of member, as the case may be) must approve such compromise or arrangement.

Additionally Section 88 (1) of the Law requires that in certain circumstances the power to acquire shares of dissentient shareholders may be given where approved by the holders of not less than ninety percent in value of the shares affected.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.