Redomiciling a Company to the Cayman Islands by Continuation

To redomicile a company to the Cayman Islands, the company applies to the Registrar of Companies under Part 12 of the Companies Act (2026 Revision) to be registered by way of continuation as an exempted company limited by shares. The company keeps its legal identity, property, contracts and proceedings. On registration it becomes subject to Cayman law and has ninety days to bring its constitution into line with the Act.

Key takeaways

• Continuation is available to a body corporate with limited liability, with or without a share capital, incorporated outside the Islands, provided its home jurisdiction permits or does not prohibit the transfer.
• The Registrar registers the company only when the conditions in section 201(2) are met, most of them evidenced by a director's declaration or affidavit that includes a statement of assets and liabilities.
• Continuation does not create a new legal entity and does not affect the company's property, appointments, resolutions or legal proceedings.
• Within ninety days of registration the company amends its charter documents by special resolution, or applies to the Grand Court, so that they comply with the Companies Act.
• The same Part allows a Cayman exempted company to de-register and continue in another jurisdiction, subject to solvency and creditor conditions.

What continuation means

A redomiciliation by continuation moves a company's place of incorporation without dissolving it and without transferring its assets to a new vehicle. Section 202(3) provides that, from the date of registration, the company continues as a body corporate as if incorporated and registered as an exempted company under the Companies Act. The proviso to that section states that registration does not:

• create a new legal entity, or prejudice the identity or continuity of the company;
• affect the company's property;
• affect any appointment made, resolution passed or other act done under its former constitution or former governing law; or
• render defective any legal proceedings by or against the company, which may be continued or commenced after registration.

Common reasons for continuing into the Cayman Islands include preparing a holding company for a listing, consolidating a group under a single familiar corporate law, and moving a fund or investment vehicle into a jurisdiction its investors already use. Our article on Cayman companies as listing vehicles explains why that choice is often made at group level, and Bell Rock's Cayman company incorporation team handles continuations alongside new incorporations.

Who can apply

Under section 201(1), any body corporate incorporated, registered or existing with limited liability, with or without a share capital, under the laws of a jurisdiction outside the Islands may apply. The Act calls it the registrant. Three conditions shape eligibility from the start:

• the laws of the home jurisdiction must permit, or not prohibit, the transfer in the manner Part 12 provides (section 201(2)(a));
• the registrant must be constituted in a form, or substantially a form, which could have been incorporated as an exempted company limited by shares (section 201(2)(p)); and
• the registrant must, on registration, cease to be incorporated, registered or existing under the laws of its home jurisdiction (section 201(2)(q)).

A body that is not a company, such as a foreign partnership, follows a different route. A foreign limited partnership may be registered as a Cayman exempted limited partnership under section 40 of the Exempted Limited Partnership Act (2025 Revision). A foreign entity may also continue as a Cayman limited liability company under section 54 of the Limited Liability Companies Act (2025 Revision).

The conditions for registration

Section 201(2) lists the matters the Registrar must be satisfied of. Grouped by subject, they are:

Documents and filings

• Charter documents. A certified copy of the certificate of incorporation, a certificate of good standing dated no earlier than one month before delivery, a certified copy of the constitutional documents, and a list of directors with the particulars a Cayman register of directors requires (section 201(2)(c), applying section 184(1)(a) to (d)).
• Name. The name must be acceptable to the Registrar, or the registrant must undertake to change it to an acceptable name within sixty days of registration.
• Registered office. Notice of the proposed registered office in the Islands. For an exempted company, the registered office is the address of a company manager licensed by CIMA (section 50(2)); see our note on Cayman registered office services.
• Declaration on operations. A declaration signed by a director that the operations of the registrant will be conducted mainly outside the Islands.
• Fee. A fee equal to the fee payable on registering an exempted company, published in the General Registry fee schedule.

Solvency, creditors and approvals

• No winding up petition, order or resolution outstanding, and no receiver, trustee, administrator or similar person acting, in any jurisdiction.
• No scheme, compromise or arrangement under which creditors' rights are suspended or restricted.
• The registrant is able to pay its debts as they fall due, and the application is bona fide and not intended to defraud existing creditors.
• An undertaking signed by a director that notice of the transfer has been or will be given to secured creditors within twenty-one days.
• Any contractual consent to the transfer has been obtained, released or waived, and the transfer is permitted by and approved under the registrant's constitution.
• The transfer laws of the home jurisdiction have been or will be complied with.
• Where the business requires a licence in the Islands, the licence has been applied for and obtained.

The director's declaration

Most of the solvency, approval and home-jurisdiction conditions are satisfied by filing a declaration or affidavit of a director that, having made due enquiry, the director is of the opinion that they have been met (section 201(3)). The declaration must include a statement of the registrant's assets and liabilities made up to the latest practicable date. A director who makes it without reasonable grounds commits an offence (section 201(4)). Boards should therefore build the evidence for each statement before signing, including current financial information, creditor and contract reviews, and confirmation of the steps required in the home jurisdiction.

Step by step

1. Confirm that the home jurisdiction allows outbound continuation and identify its own filing, notice and approval steps.
2. Review the constitution and key contracts for transfer restrictions, consents and change of jurisdiction provisions.
3. Approve the transfer in accordance with the constitution and pass any shareholder resolutions the home law requires.
4. Appoint the Cayman registered office and settle the name.
5. Prepare the charter documents, the director's declarations and the secured creditor undertaking.
6. File the application with the Registrar and pay the fee. If the company also wants to be an exempted limited duration company, that application can be made at the same time (section 178(2)(c)).
7. On registration, complete de-registration or discontinuance in the home jurisdiction and give notice to secured creditors within the undertaking period.
8. Within ninety days, adopt Cayman-compliant memorandum and articles by special resolution and file the resolution with the Registrar.

After registration

The Registrar issues a certificate that the registrant is registered by way of continuation as an exempted company, with the date of registration, and gives notice of the registration in the Gazette, stating the former jurisdiction and any former name (sections 202(1) and 205). If the company was registered in the Islands as a foreign company under Part 9, that registration is cancelled automatically (section 204).

Under section 203 the company has ninety days to make the changes to its charter documents needed to comply with the Act, by special resolution or by an application to the Grand Court, which the Registrar may direct. Until the changes are made, the Act prevails over any inconsistent provision. The provisions that would have been required in a memorandum of association are deemed to be the registered memorandum, and the rest of the charter documents are deemed to be the registered articles.

From registration the company has the obligations of any exempted company: registers of members, directors and officers and mortgages and charges, the January annual return and fee, beneficial ownership requirements and an economic substance classification. It may also apply for a tax undertaking under section 6 of the Tax Concessions Act (2018 Revision) for a period not exceeding thirty years. The Cayman Islands is tax-neutral, but a migration may have tax consequences in the former jurisdiction, and shareholders may be taxed in their own jurisdictions. The ongoing calendar is set out in our guide to exempted company obligations.

Provisional registration

A registrant may instead apply to be provisionally registered by way of continuation (section 201(5)). Provisional registration requires a narrower set of conditions, including the charter documents, registered office, operations declaration, solvency and constitutional form, and a separate fee. Full registration follows when the remaining conditions are met. A provisionally registered company does not continue as a Cayman company until it is fully registered, and provisional registration does not by itself allow it to carry on business in the Islands; for that it must comply with Part 9 of the Act. It must report changes to its charter documents or registered office within sixty days and make a filing with a fee each January; if that annual filing is not made by 30 June the provisional registration lapses (sections 201(9) and (10) and 202(7)).

Continuing out of the Cayman Islands

Part 12 also works in reverse. An exempted company limited by shares, including one that was itself continued into the Islands, may apply to be de-registered in order to continue as a body corporate limited by shares in another jurisdiction (section 206). The conditions mirror those for continuation in, including solvency, creditor notice, consents and a director's declaration, and the fee is set by reference to the annual fee. On de-registration the company ceases to be a company under the Act but continues under the laws of the new jurisdiction without becoming a new legal entity (section 207). A company changing only its Cayman service provider does not need any of this; that is a registered office transfer.

Frequently asked questions

Does redomiciling to the Cayman Islands create a new company?

No. Section 202(3) provides that registration by way of continuation does not create a new legal entity or affect the identity or continuity of the company.

Do existing contracts, bank accounts and lawsuits continue?

Under Cayman law the company's property, appointments, resolutions and legal proceedings are unaffected. Counterparties and banks will usually ask for the certificate of registration by way of continuation and updated corporate records, and some contracts require prior consent, which section 201(2)(m) requires to be obtained, released or waived.

Can a company without share capital be continued into the Cayman Islands?

Yes, the 2026 Revision allows applications from bodies corporate with or without a share capital. The company must still be constituted in a form that could have been incorporated as an exempted company limited by shares, and it registers as an exempted company limited by shares.

How long does the company have to adopt Cayman articles?

Ninety days from registration under section 203, by special resolution or court order. A copy of the resolution or order is filed with the Registrar.

Where Bell Rock fits

Bell Rock Group Financial Services Limited is licensed by CIMA as a Company Manager under the Companies Management Act (As Revised), Licence No. 633916. On a continuation into the Islands, Bell Rock provides the registered office, prepares the Registrar filings, Cayman memorandum and articles and statutory registers, and coordinates the timetable with the steps required in the departing jurisdiction. Directors sign the continuation declarations in their personal capacity.

Related reading

• Cayman company incorporation: process and requirements
• Cayman company statutory filings and records
• Cayman registered office requirements
• Cayman Exempted Company or Cayman LLC: Which Vehicle Suits Your Structure
• Mergers of Cayman Companies under the Companies Act
• Cayman Holding Company: A Practical Guide for Groups and Investors

For continuation and new incorporations, see Bell Rock's Cayman company incorporation services.