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 Act (2022 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:

• 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 (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;

• 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 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 (if applicable) (vi) the address of the proposed registered office of the Company in the event the Company is restored to the Register; and (vii) if the proposed registered office is the premises of a professional service provider, such person has agreed to provide registered office services to the company.

• provide the Grand Court with three (3) copies of a draft order to restore the Company in the prescribed form;[3] and
• 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 and that the restoration of the Company to the Register is just.

What is the process for a creditor of a Company to restore the Company to the Register?

The creditor must:

• file a petition with the Grand Court (the “Petition“);
• filean affidavit supporting the Petition which states that the statements in the Petition are true or are true to the best of the deponent’s knowledge, information and belief, with the Grand Court;
• serve the Petition on the last known registered office of the Company and on the Registrar and file an affidavit of service at the Grand Court within 7 days of  presentation of the Petition; and

• advertise the Petition[4] not less than 7 days after service of the Petition on the Company’s last known registered office and not less than 7 days before the date fixed for the hearing of the petition.

If the relief sought in the Petition is granted, the creditor must:

• file a copy of the order granting that relief with the Grand Court;

• serve said order on the Registrar along with any fees payable (inclusive of reinstatement fees, outstanding annual fees and penalty fees); and

• serve the order on the appointed liquidator, if an application for the winding up of the Company was made.

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.

What fees are payable?

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

• US$243.90 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$6,097.56 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.

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. Note that the Clerk of the Court must be satisfied that all the requirements for restoration have been met failing which the Clerk has discretion to:

• require the Company, shareholder or creditor to file further evidence;

• direct the application to be served on the Registrar;

• refer the application for an oral hearing before a judge; or

• dismiss the application.   

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.

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