Since the Cayman Islands are a popular off-shore financial centre, it is not uncommon for an international firm to need to obtain corporate documents, such as a Good Standing Certificate or certified copies of a Cayman Islands Certificate of Incorporation. As a global organisation, if you do business in the United States and need basic information regarding outstanding liens for a Cayman Islands company (similar to a UCC, lien and judgment search for a U.S. entity) you will find that what’s available in the public record in the Cayman Islands and the U.S. is quite different.
Cayman Islands Certificate of Good Standing and Certified Copies of Charter Documents
Charter documents and Certificates of Good Standing are in the public record in the U.S. and issued to any requestor by a government official, usually a Secretary of State office. However,in the Cayman Islands, these documents are not strictly public record. Instead, they are obtained through the entity’s registered agent. For a third party to access these documents, the target entity must give permission to its registered agent to release the documents. The registered agent then provides the requested documents to the third party.
Members of the public in the Cayman Islands can now view the names of current directors of companies incorporated there, following the coming into effect of the Companies (Amendment) Law 2019 and Limited Liability Companies (Amendment) Law 2019 on 1 October.[1]
Uniform Commercial Code (UCC) Equivalent Search
There is really no equivalent to a UCC search in the Cayman Islands as public registration of liens on personal property is not required. If a Cayman company has an outstanding lien on personal property, it is called a ‘charge’. This term is used in the U.K. as well to denote the security a company gives for a loan. While a charge is publicly registered in the U.K. and available on the company’s record alongside the formation documents, annual reports and other company documents, charges in the Cayman Islands only have to be registered on a company’s private books. They are not placed on a public registry of any kind.
That said, a search of ‘Mortgages and Charges’ can be done at the Department of Land and Surveys, a Cayman Islands agency that manages real property filings. Sometimes personal property charges are registered there but it is not common practice.
Cause List Searches with the Cayman Island Courts
There are two primary courts for Cayman civil matters. The Summary Court hears civil cases under CI$20,000. The Grand Court is a court of unlimited jurisdiction, apart from when it sits as an appellate court from the lower courts or other tribunals. The Grand Court handles bankruptcy proceedings and contains the Financial Services Division, created in 2009 to handle more complex financial cases that arise due to the Cayman Islands being seen as an offshore financial centre.
Each court publishes a weekly cause list setting out the cases that will appear before it. You would complete a cause list search in two stages. An initial search confirms whether or not any records appear. Should a record be found, a search of the Register of Final Order and Judgment is performed to determine the final outcome of the case.
Cooperation is Key
When it comes to public records for a Cayman Islands entity, information can be made more complete with the target entity’s cooperation. Certificates attesting to the good standing of the entity, a copy of its charter documents and information on personal property liens can all be obtained from the entity and its Cayman Islands registered agent. Without that cooperation, all that’s available is information on real property mortgages and any adverse litigation, judgments or bankruptcy proceedings.
While the beautiful beaches may entice you, going to the Cayman Islands in person to search unfortunately won’t change this situation.
This content is provided for informational purposes only and should not be considered, or relied upon, as legal advice.
