CLO Continuation from the Cayman Islands to Jersey

The Companies (Jersey) Law (the “Companies Law”) permits a body corporate incorporated as a Cayman Islands exempted company (the “Cayman company”) to migrate to Jersey by way of continuation and to become a Jersey company under the Companies Law (the “Registrant”).

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The Continuation Process

The relevant company must:

  1. Obtain any authorisations required under the laws of the Cayman Islands in order to enable it to continue as a company registered in Jersey;
  2. Make an application to the Jersey Financial Services Commission (the “JFSC”) accompanied by:
  • A certified copy of the constitutive documents of the company;
  • Articles of continuance;
  • A statement of solvency signed by each person who is a director of the company;
  • The name under which it is proposed to continue the company into Jersey;
  • Details of each director including name, address, nationality and date of birth;
  • Details of company secretaries including name and address;
  • Evidence that the company is authorised to apply for a migration, and that the interests of members and creditors will not be prejudiced;
  • The relevant fee, currently £825.
The JFSC will grant the relevant consent when these requirements are satisfied.

The JFSC Registry will register the memorandum of continuance and issue a certificate of continuance if it is satisfied that the Registrant is in compliance with the Companies Law.

The Registrant will need to forward a copy of the certificate of continuance to the competent authority in the Cayman Islands, which will de-register it as a Cayman company.

The Effect of Continuation into Jersey

The registration of the continuance of a Cayman company into Jersey will not be deemed to create a new legal entity or prejudice or affect the continuity of the body corporate which was formerly a Cayman company and has now become a Jersey company. For example:

  1. The property of the Cayman company continues to be the property of the continued company.
  2. The continued company continues to be liable for its obligations predating its registration as a Jersey company.
  3. Any existing cause of action, claim or liability to prosecution in respect of the Cayman company is unaffected; and any civil, criminal or administrative action or proceeding pending by or against the Cayman company may be continued by or against the continued company.
  4. Any conviction against, or any ruling, order or judgment in favour of or against the Cayman company may be enforced by or against the continued company.
Walkers’ Jersey office is very familiar with the company continuation process. Please contact any of the individuals listed below if you require assistance with corporate migrations or have any queries about continuation procedures.

Jonathan HeaneyManaging PartnerT +44 (0)1534 700
Nigel WestonPartnerT +44 (0)1534 700
Julia KeppeGroup Partner*T +44 (0) 1534 700
Ellen JarvisSenior AssociateT +44 (0) 1534 700

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