Transfer with continuation to the Cayman Islands.

Cayman Islands March 31, 2023

Introduction

A company incorporated outside the Cayman Islands may apply for registration by continuation as a free company limited by shares under section 201 of the Companies Law (as amended, the Law). A company may be registered by continuation as a free company under the Law if:

• it has limited liability and share capital;
• it is incorporated or exists in a jurisdiction that allows such transfer;
• its articles of incorporation permit such portability;
• it exists in a form that could be'. 'registered as a free company under the Act; and
• The Registrar of Companies (Registrar) has no knowledge of any company public why it should not be registered.

The preparatory steps

There are a number of steps to take before registering:

• If the company's activities will require a license under the laws of the Cayman Islands, such a license must be obtained prior to incorporation;
• must complete the required legal actions required by the by-laws (e.g. shareholder resolution and/or board resolution); and
• the proposed name of the incoming company must be verified and reserved with the Registrar. If the proposed''name is not acceptable, it must be changed within 60 days of registration. Reasons for inadmissibility are set out in section 30 of the Law and include the coincidence or very similar name of an existing company in the Cayman Islands or the presence of words requiring consent (e.g.

The application process

The fee payable to the Registrar is similar to the fee payable on the registration of a new freehold company. Such fees are charged on a sliding scale based on authorized share capital and currently range from $732 (for a company with authorized share capital of $50,000 or less) to $3,100''US dollars (for a company with authorized share capital of $2 million or more).

Documents that must be submitted at the time of registration include:

• a certified copy of the memorandum and articles of incorporation from the jurisdiction of origin;
• a certified copy of the certificate of incorporation or registration (or equivalent) from the jurisdiction of origin;
• a certificate of good standing from the jurisdiction of origin, issued not earlier than 30 days from the date of its submission to the Registrar (if a certificate of good standing cannot be obtained, a voluntary declaration or affidavit of a director of the company certifying that the company is in good standing in the jurisdiction of origin can be''principally outside the Cayman Islands;
• no complaint or similar proceeding has been filed in any jurisdiction and remains unsatisfied or a winding-up order has been made against the company;
• in any jurisdiction no receiver, receiver manager, administrator or other similar person has been appointed and is acting in relation to the company, its affairs or property or any part thereof;
• no agreement, order, compromise or other similar contract has been entered into or made in any jurisdiction whereby the rights of creditors of the company are suspended or limited;
• the company is able to pay its debts when due;
the application for registration is bona fide and not''intended to defraud existing creditors of the company;
• any consent or approval of the transfer required by any contract or undertaking entered into by the company or given by the company has been obtained, issued or withheld as appropriate;
• the translation has been authorized and approved in accordance with the company's bylaws;
• the laws of the relevant jurisdiction with respect to the translation have been or will be complied with;
• the company is formed in a form or substantially in a form which could be registered as a free limited company under the Act;
• and the company, on incorporation, will cease to be a company under the laws of the relevant''jurisdictions.

If any of the matters included in the Director's Statement are false, the Director commits an offense and is liable under the criminal law for a fine of $18,293 and five years imprisonment.

Registration

The Registrar will conduct the registration from the date of submission, provided all documents are in order, and usually confirmation of registration will be received within three to five business days of receipt of the documentation (depending on the Registrar's workload).

Within 90 days of incorporation, a special resolution of shareholders is required to pass a memorandum and articles of association which adopts the appropriate''to the provisions of the Act in relation to free companies. Until such a submission is made, section 203(4) provides that the articles of association of a company shall be deemed to be in force, as amended, for the purpose of complying with the Act. As this may lead to difficulties in interpretation or undesirable results, it is desirable for a company to adopt a fully amended memorandum and articles of association as soon as possible after incorporation, rather than waiting the full 90 days required by the Act.

After incorporation, the company continues to operate as a legal entity; it is not a new legal entity. The Registrar will formally announce in the Cayman Official Gazette each registration, stating the jurisdiction of origin and the previous name of the company, if the name was