Cayman Islands News – New Policy on issuing Incorporation Documents by the Cayman Islands Registrar of Companies

 In Cayman Islands

The Cayman Islands’ General Registry is no longer issuing an original Certificate of Incorporation, nor a manually stamped Memorandum and Articles of Association for new incorporations. Instead, the Registrar of Companies has launched an online filing system for company incorporations and is issuing electronic copies of the Incorporation Documents via the Cayman Online Registry Information Service (“CORIS”) system.  These documents include the Certificate of Incorporation, Memorandum of Association and Articles of Association.

The upgraded online system formed is to provide electronic registrations for company related services such as incorporations, change of names, amendments to memorandum and articles of association, among others.

To note, the changes on the new filing procedures and requirements are as follows:

  1. Incorporation
    The Certificate of Incorporation (“CI”) is electronically downloaded and printed.  The appearance of the CI looks different.  It is no longer in blue/ white ink but is in black/white and bears an electronic Registrar’s signature.  There is an authorization code on the CI so that its authenticity can be verified with the Cayman Islands Online General Registry.The Memorandum of Association (“MOA”) and the Articles of Association (“AOA”) are uploaded as two separate documents and bear electronic signatures of the subscriber.   Please note that the Registry stamps all pages of the MOA and AOA on the top right corner.   Sufficient margin space is required to avoid the text of the MOA and AOA being covered by the stamp.

    The Register of Directors and Officers is filed electronically and the appointment of the first directors and officers (if any) is submitted at the time of registering the company.  Electronically stamped Register of Directors and Officers is provided with the Company Kit.

  1. Filing of resolutions
    The resolutions for the amendment to MOA and AOA, change of share capital, change of the registered office, change of the company name and application for striking off the company are uploaded electronically for filing with the Cayman Islands Registry.  The Registry stamps all pages of the resolutions on the bottom right corner.  Sufficient margin space on the resolutions is required to avoid the text of the resolutions being covered by the stamp.  Electronically stamped resolutions are available.
  1. Filing of the adoption of new MOA and AOA
    The Registry stamps all pages of the amended and restated MOA and AOA on the bottom right corner and electronically stamped MOA and AOA are available.  Sufficient margin space on the amended and restated MOA and AOA is required to avoid the text of the MOA and AOA being covered by the stamp.

For verification of the authenticity of the Certificate of Incorporation issued by the Cayman Government, clients may access the Government website at www.verify.gov.ky and type in the “Authentication Code” listed at the bottom of the document, together with the “Entity File Number”.

For further information on changes to the regime and how they might affect you and your clients, please feel free to contact your KEY account managers.