Merger & Consolidation

Published 28th April 2011, 5:6pm

Prior to May 2009 the only method to combine companies under the Companies Law was to make an application to the Court. The Companies Law was amended in 2009 to allow companies to merge or consolidate without the requirement of obtaining approval of the Court, provided that the constituent companies are companies limited by shares and not limited by guarantee and the constituent companies are not segregated portfolio companies. The effective date of the merger is the date on which the Certificate of Merger is issued by the Registrar of Companies. Approval must be obtained from the Cayman Islands Monetary Authority (CIMA) where one or more of the constituent companies are licensed by CIMA. A further amendment to the Companies Law in April 2011 provides that Cayman Islands companies may also merge with and into overseas companies i.e. the surviving company being the overseas company. Evidence of a merger or consolidation from the jurisdiction of the surviving or consolidated company must be filed with the Registrar of Companies. The effective date of the merger or consolidation must also be filed with the Registrar. The Registrar is required to strike off the Cayman Islands constituent companies by way of merger or consolidation and give notice of the strike off to the Cayman Islands Monetary Authority (CIMA).