LCS, your solutions © Lewis Corporate Services Ltd - 2013

LCS, your solutions

CAYMAN ISLANDS DISSOLUTION PROCESSES

This is an overview of the required procedures for voluntary liquidation, de-registration with the Cayman Islands Monetary

Authority (CIMA) and strike-off from the Registrar of Companies (RoC). Experts at Lewis Corporate Services (LCS) provide

the most competitive pricing and efficient services to dissolve your company, in accordance with the Cayman Islands

Companies Law (as amended) and the Companies Winding up Rules.

VOLUNTARY LIQUIDATION

Voluntary liquidation is initiated when an entity ceases trading, provided a court appointed liquidator is not required. The

appointment of LCS as independent liquidator assures stakeholders that the

company will be dissolved impartially, efficiently and in accordance with the

laws of the Cayman Islands. LCS ensures that distribution is conducted

expeditiously and in accordance with investors’ priorities. Another benefit of

voluntary liquidation is that the entity cannot be restored after dissolution,

thus avoiding litigation against the company and its stakeholders. Steps to

voluntary liquidate a company:

Directors’ & Shareholders’ Resolutions

The Board of Directors will decide whether the company should be wound up. If the Board decides that the

company is to be liquidated, the directors will recommend to the voting shareholder/s that the company be placed

in liquidation. A resolution signed by all directors is passed to this effect. Another resolution is then passed by the

voting shareholder/s placing the company in voluntary liquidation and appointing a liquidator.

Declaration of Solvency

All directors are required to sign a Declaration of Solvency, confirming that full enquiry has been made and the

company is able to pay its debt with interest within 12 months of the commencement of the liquidation. This

declaration must be delivered to the RoC within 28 days of the appointment of the liquidator. Otherwise, the

liquidator must apply to the court for the company to be placed under a court supervised liquidation.

Gazette Notices

The liquidator is required to publish notices in the Cayman Islands Gazette advising

potential creditors of the liquidation and giving 21 days for claims to be presented.

The liquidator must also publish the final meeting date of members in the Gazette,

with a date after the creditors notice expires.

Voluntary Liquidator’s Consent to Act

The Voluntary Liquidator’s Consent to Act is signed by the liquidator and delivered

to the RoC following which the liquidator’s appointment is deemed to commence.

Notice of Voluntary Winding-up

The Notice of Voluntary Winding up is also signed by the liquidator and delivered to the RoC after the company is

placed in liquidation.

LCS, your solutions © Lewis Corporate Services Ltd - 2013

De-registration with CIMA

If the company is regulated by CIMA, the resolutions are submitted advising CIMA of the liquidation, along with the

original certificate of registration for cancellation. If the company has not completed one financial year of

operation, it can request a partial year audit waiver from CIMA. However, it will be at CIMA’s discretion to grant

such waiver.

After the liquidation is finalized, the liquidator will call a final

meeting to confirm that the liquidation is completed and the

company should be closed. A final Report is prepared outlining

liquidation steps for the information of members of the

company. This Report is also filed with CIMA, along with a sworn

affidavit confirming that all investors have redeemed, paid out

and the company was not wound-up in a manner prejudicial to

investors and creditors.

RoC Requirements

Once the company is placed in liquidation, the shareholder resolution, declaration of solvency, notice of voluntary

winding up, along with the liquidator’s consent to act must be delivered to RoC. On completion of the liquidation,

the final Return is delivered to RoC advising that the final meeting was held and the company should be closed.

The RoC will then issue the dissolution certificate confirming that the company is dissolved three months after the

date of the final meeting.

Other Obligations of the Liquidator

Following its appointment, the liquidator must secure the assets

of the company, settle all liabilities, and ensure that any

outstanding audited accounts are completed and filed with the

regulator if necessary. Provided there are no outstanding issues,

the liquidator will then conduct a final distributions to remaining

investors if necessary.

Timing and Fees

A liquidation with no major issues takes between two to three months from drafting of the documents to delivery

of the final Return and liquidator’s Report. However, if audited accounts, claims, remaining assets are outstanding,

when the creditors notice expires, the final meeting will be postponed until all outstanding issues are settled. LCS

will determines at its appointment the cost to conduct the liquidation and will also advise of the required CIMA and

RoC fees.

LCS, your solutions © Lewis Corporate Services Ltd - 2013

Liquidation Process Summarized

1. Directors’ resolution executed recommending winding-up;

2. Declaration of solvency signed by all directors;

3. Shareholder resolution executed appointing liquidator;

4. Liquidator takes control of company;

5. All required documents delivered to RoC and CIMA;

6. Notices published in the Cayman Islands Gazette;

7. Liquidator executes all statutory requirements;

8. Final meeting held to conclude liquidation;

9. Delivery of final documents with RoC and CIMA;

10. Receipt of dissolution certificate from RoC;

11. Receipt of confirmation of de-registration from CIMA.

STRIKE OFF FROM REGISTRAR OF COMPANIES (RoC)

Another method to dissolve a company is for its members to seek strike-off from RoC. Provided the company

proves that no assets or liabilities exists, the members will pass a resolution that the company be struck from RoC.

However, the company can be restored if a creditor presents a claim. The company can be restored by applying to

the court within two years of being struck, or with permission from the Governor for up to 10 years. If the Court

decides that the claim is warranted, the directors and shareholders will be held responsible and will be required to

pay any outstanding RoC, legal and reinstatement fees.

The company can also be struck by the RoC. If the RoC believes that the company is not conducting business or

no liquidator is appointed, the RoC may strike the company from its Register. Usually the RoC will strike the

company for non-payment of annual fees.

Dissolving a Limited Partnership (LP)

A Limited Partnership (LP) is required to be wound up or dissolved in accordance with the Limited Partnership

Agreement (LPA). If the LP is registered with CIMA, de-registration is conducted in accordance with steps previously

indicated for a company. However, the General Partner is responsible for the dissolution of the partnership or

the appointment of a liquidator as specified in the LPA. If the LP is placed under liquidation, the same procedure as

indicated above for a company applies. Drafting of required documents and deliveries can be done by LCS.

Our highly qualified professionals provide clients with efficient voluntary liquidation and sound regulatory advice. We

offer personalized services at competitive rates.

For further information contact us by visiting our website at www.lcsl.co or telephone +345-945-8716.