May a Cayman company be restored to the Register of Companies after a Strike Off?
The Registrar of Companies (the "Registrar") may strike a Cayman Islands company (a "Company") off the Register of Companies (the "Register") where the Registrar has reasonable cause to believe that (i) the company is not carrying on business or (ii) the company is not in operation.1 Alternatively, the company itself may request the Registrar to strike it off the Register. Where a company has been struck off the Register, the Companies Law (2020 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.2
What is the process for the directors or shareholders of a Company to restore the Company to the Register?
The directors or shareholders must:
(i) obtain written confirmation from the Registrar that there is no objection to the Company being restored to the Register;
(ii) 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;
(iii) where the Company has been struck from the Register for more than two (2) years but less than ten (10) years, obtain confirmation from the Governor in Cabinet that there is no objection to the company being restored to the Register;
(iv) apply to the Grand Court of the Cayman Islands (the "Grand Court") by originating application in the prescribed form. This application must be supported by Affidaavit 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 (if applicable) and (vi) the address of the proposed registered office of the Company in the event the Company is restored to the Register;
(v) provide the Grand Court with three copies of a draft order to restore the Company in the prescribed form;3 and
(vi) serve the final order on the Registrar along with any fees payable (inclusive of reinstatement fees, outstanding annual fees and penalty fees).
What is the relevant test for the Clerk of the Court to determine if the application to restore the Company should be granted?
The Clerk of the Court (the "Clerk") 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.
