Tag Archives: Strike Offs

As we draw closer to the end of 2022, many clients will be considering their Cayman Islands structures and querying whether any entities are surplus to requirements. HSM’s Head of Corporate and Commercial, Peter de Vere, covers the key points you need to know at this time of the year.

The desire to wind up any Cayman entities before the end of the year is fueled primarily by the need to avoid any annual fees for the maintenance of the Company being incurred next year (2023).

To avoid those fees the voluntary liquidation of a Cayman Company would typically need to commence in late November early December (at the latest) with the final meeting being held before the end of January.

This timetable results in an effective dissolution date into the next calendar year, while still avoiding the government fees for that year.

If a dissolution is not completed (i.e. if the final return is not filed) by 31 January then the full annual return fees for the new-year are due and payable to the Cayman Islands Government.

If the liquidation is more complicated then more time would be required and an even earlier start date would be necessary. It is important to note that the Companies Act (as Revised) stipulates that a company is dissolved upon the expiration of 3 months from the registration of the final return and this timing must be considered if a 31 December (or earlier) dissolution date is required. If you do not need a 31 December (or earlier) dissolution date then please note it is possible to complete the liquidation process before year end (without the need for the publication of expensive extraordinary gazettes etc.) if the liquidation process is started no later than 25 November 2022.

The above timing considerations also come into play if there may be increased operational efficiencies in completing the dissolution within the current calendar year if additional regulatory filings and other costs for stub years can be avoided.

For example, investment funds that are registered with the Cayman Islands Monetary Authority (“CIMA”) may need to consider an earlier commencement date to ensure that the final audited financials are completed and filed with CIMA prior to the final meeting of the Fund. CIMA requires that a Fund undertakes a final audit for the period either up to the date of the appointment of the third party liquidator or to the date of the full payment of the final redemptions.

Strike Offs

The option to strike off a company remains an attractive (and cheaper) option for many clients whose companies do not have an active history of trading or were set up only to hold a single asset.

Whilst a strike off does not entail the process of appointing a liquidator and carrying out a formal liquidation it should be remembered that a) the Registrar only strikes off companies in batches at the end of each financial quarter and as such if a year-end dissolution is required then a strike off application should be filed ideally no later than November and b) a strike off remains reversible within a 10 year time frame and should not be viewed as having the same finality of a formal liquidation.

Conclusion

HSM Chambers has a wealth of expertise in advising on both voluntary liquidations, official liquidations and strike offs.

We can accept liquidator appointments for companies HSM Corporate Services Ltd. has provided registered office for from incorporation and we would be happy to provide a fee quote for any of your dissolution needs.

Key Contact

Peter de Vere
Head of Corporate and Commercial
Tel: 1 345 815 7360
pdevere@hsmoffice.com