Cayman Islands: Transfers In And Out Of The Cayman Islands

Last Updated: 8 May 2017
Article by Harneys  

One of the reasons why the Cayman Islands is a leading offshore jurisdiction is the flexibility of its companies and partnership legislation. This includes the ability of vehicles formed or registered outside of the Cayman Islands to transfer into the Cayman Islands by following a simple transfer procedure. On transferring they are registered as an exempted company, limited liability company (LLC) or exempted limited partnership (depending on their legal form before the transfer) under various processes that exist under the Companies Law, the Limited Liability Companies Law (LLC Law) and the Exempted Limited Partnership Law (ELP Law). Cayman Islands exempted companies, LLCs and exempted limited partnerships are also able to de-register and transfer out of the Cayman Islands into another jurisdiction.

Transfer in by way of continuation as an exempted company or LLC

Under the Companies Law, a body corporate that exists in a jurisdiction outside the Cayman Islands (an Overseas Company), with limited liability and a share capital, can apply to be registered in the Cayman Islands as an exempted company, by way of continuation. Under the LLC Law, an Overseas Company and any corporation of any kind, a statutory trust, a common law trust and any unincorporated business (with or without legal personality)(a Foreign Entity) can apply to be registered in the Cayman Islands as an LLC by way of continuation.

What is the process?

Leaving aside any requirements in the home jurisdiction, the Overseas Company or Foreign Entity will be registered, respectively, as either an exempted company or an LLC in the Cayman Islands if:

  • It is incorporated or existing in a jurisdiction which permits or does not prohibit the transfer
  • In the case of an Overseas Company applying to be registered as an exempted company, it is constituted in a form which could have been incorporated as an exempted company limited by shares under the Companies Law
  • The application fee is paid1 and relevant documents are filed, including declarations as to solvency and related declarations to the effect that the intention of the transfer is not to prejudice creditors
  • The proposed name is acceptable to the Registrar2
  • To the extent that it carries on a regulated or licensed activity, it has applied for and obtained any licenses or registrations it may need to carry on its business in or from Cayman, eg if it is a mutual fund it must have registered with the Cayman Islands Monetary Authority (CIMA). Please see our Guide to Investment Funds in the Cayman Islands for details
  • The Registrar is not aware of any other reason why it would be against the public interest to register the Overseas Company or Foreign Entity as an LLC or the Overseas Company as an exempted company, as the case may be.

What happens once the registration by way of continuation is confirmed?

On registration in the Cayman Islands, the Registrar will issue a certificate confirming registration by way of continuation and the date of registration. If the application was made on an express basis the certificate can be issued on the same day as the application is made. The express procedure is typically used to evidence that the Overseas Company or Foreign Entity has been registered in Cayman on the same day as it de-registered from its original jurisdiction, as is sometimes required by the registrars of other jurisdictions.

From the date of registration, the Overseas Company or Foreign Entity continues as an exempted company or LLC (as the case may be) in the Cayman Islands as if it had originally been incorporated and registered under the Companies Law/LLC Law. The Registrar publishes a notice of the continuation in the Cayman Islands Gazette confirming the Overseas Company's or Foreign Entity's previous jurisdiction of incorporation/domicile/registration and previous name, if it is different to its name at the time of registration in the Cayman Islands.

Within 90 days from the date of registration as an exempted company or LLC, the Overseas Company or Foreign Entity must amend its constitutional documents so that they comply with the Companies Law or LLC Law and make the relevant filings. This is usually done at the same time as the continuation application is made to allow the Overseas Company or Foreign Entity to operate fully as a Cayman exempted company or LLC (as the case may be) from the date of its registration.

The continuation of an Overseas Company or Foreign Entity does not create a new legal entity, affect the property of the entity, affect any resolutions passed or any rights or obligations it enjoyed before it continued into Cayman or affect any legal proceedings to which it is a party.

Please see our Guide to Cayman Islands Exempted Companies and our Guide to Limited Liability Companies in the Cayman Islands for an overview of the key features of exempted companies and LLCs.

Transfer in as an exempted limited partnership

A pre-existing partnership which has been established under the laws of any jurisdiction other than the Cayman Islands may apply to be registered as an exempted limited partnership under the ELP Law.

Leaving aside any requirements in the home jurisdiction, this involves:

  • Amending the partnership agreement as necessary to comply with the ELP Law (including changing the governing law to Cayman Islands law)
  • Paying the relevant registration fee
  • Filing a standard registration statement with the Cayman Islands Registrar. This statement contains the name of the exempted limited partnership, a general description of its business, its registered office address in Cayman, the term (if any) for which the partnership is entered into and details of its general partner. The statement also includes a declaration made by the general partner that the exempted limited partnership will not carry on business with the public in the Cayman Islands other than to the extent necessary to facilitate its overseas business.

On registration, the Registrar will issue a certificate of registration for the partnership, typically within 3-5

working days of the application being made, or within 24 hours if the application is made on an express basis. The partnership is then governed as an exempted limited partnership under the ELP Law from the date of its certificate of registration.

Registration as an exempted limited partnership does not create a new legal entity, affect the property previously acquired by the partnership, affect any act or thing done before registration or the rights or obligations of the partnership or its partners before registration or affect any legal proceedings by or against the partnership or its partners.

Please see our Guide to Exempted Limited Partnerships for more details.

Transfers out of the Cayman Islands

Cayman Islands exempted companies, LLCs and exempted limited partnerships are also able to de-register and transfer out of the Cayman Islands into another jurisdiction under the processes set out in the Companies Law, LLC Law and ELP Law.

What is the process?

Leaving aside any requirements of the jurisdiction into which the entity is transferring, the Cayman process is similar for exempted companies, LLCs and exempted limited partnerships. The Registrar will de-register an applicant if:

  • It proposes to be registered by continuation in a jurisdiction which permits or does not prohibit the transfer
  • The application fee is paid,3 relevant documents are filed, to include a declaration as to solvency and the absence of insolvency or moratorium proceedings, and the applicant is in good standing with the Registrar
  • To the extent that it carries on a regulated or licensed activity, it has obtained CIMA's consent to the transfer
  • The Registrar is not aware of any other reason why it would be against the public interest to de-register the applicant.

What happens once de-registration is confirmed?

On transfer out of the Cayman Islands, the Registrar will issue a certificate confirming de-registration by way of continuation and the date of de-registration. If the application was made on an express basis the certificate can be issued on the same day as the application is made. The express procedure is typically used to evidence that the applicant has been de-registered in Cayman on the same day as it registered in its new jurisdiction, as is sometimes required by the registrars of other jurisdictions. From the date of continuation the applicant ceases to be registered under the relevant Cayman legislation and continues as a company/partnership/body corporate/other entity under the laws of its new jurisdiction.

The Registrar publishes a notice of the de-registration in the Cayman Islands Gazette confirming the jurisdiction that the entity has transferred to and its new name, if it is different to the name it was registered under in the Cayman Islands. Notice of the transfer must also be given by the applicant to its secured creditors within 21 days of de-registration.

De-registration does not create a new legal entity, affect the property of the entity, affect any resolutions passed or any rights or obligations it enjoyed while it was an exempted company/LLC/exempted limited partnership in the Cayman Islands or affect any legal proceedings to which it is a party.

Footnotes

1 For an Overseas Company registering as an exempted company, the fee depends on the authorised share capital of the company at the point of transfer.

2 It cannot be identical to or very closely resemble an existing company's name and must not include certain prohibited words eg royal, chartered, assurance, without the Registrar's approval.

3 The application fee is three times the applicant's annual fee, for exempted companies the fee depends on the authorised share capital of the company at the point of transfer.

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.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
Similar Articles
Relevancy Powered by MondaqAI
 
Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
 
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
 
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
 
Email Address
Company Name
Password
Confirm Password
Position
Mondaq Topics -- Select your Interests
 Accounting
 Anti-trust
 Commercial
 Compliance
 Consumer
 Criminal
 Employment
 Energy
 Environment
 Family
 Finance
 Government
 Healthcare
 Immigration
 Insolvency
 Insurance
 International
 IP
 Law Performance
 Law Practice
 Litigation
 Media & IT
 Privacy
 Real Estate
 Strategy
 Tax
 Technology
 Transport
 Wealth Mgt
Regions
Africa
Asia
Asia Pacific
Australasia
Canada
Caribbean
Europe
European Union
Latin America
Middle East
U.K.
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions