Can I Restore a Struck-off Cayman Company and use it as my Fund entity?
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Written by Bryan
Updated over a week ago

Company & Fund Basics: 

Some private investment funds use the Exempted Limited Company structure as its legal form. Experienced fund managers and asset management groups may have existing dormant entities that can be re-purposed (however, a standard company is not a fund and will need significant alterations to its constitutional structure). 

Restoring a Struck-off Company: 

Whilst it's possible to (make an application to) restore a Cayman Islands company that was struck off from the Cayman Islands General Registry, the process is relatively long. 

A restoration fee is required to be paid, the relevant unpaid/outstanding annual fees charged by the General Registry, the relevant filing fees, the hourly billables required for Cayman counsel to make an application to the court and handling the relevant advertisement of the company registration in the Cayman Islands Gazette. 

Restoring versus New Incorporation:

From a timeline perspective, the restoration process could very well be around one or two months. 

Whereas, on 𝐕𝐀𝐔𝐁𝐀𝐍's side, a new Cayman Islands Exempted Limited Company (with the tailored constitutional documentation, suitable for a private investment fund structure) can be incorporated, as part of the Fund Formation process.

Where the entity will be used as a Fund, it would also require the relevant legal work involved, in terms of drafting the Term Sheet of the Fund and preparing the tailored constitutional-level documentation, such as the Memorandum of Association, Articles of Association and the Fund's Subscription Agreement.  

From a costs perspective, the amount of operational and legal work required to restore such a struck-off Cayman Islands company ranges from US$3,000–7,500. As a point of comparison, the costs of incorporation via 𝐕𝐀𝐔𝐁𝐀𝐍 (including the first year of Cayman Islands-level disbursements, such as the Registered Office & Registered Agent) is comparable or lower. 

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