Companies Winding Up Rules (2023 Consolidation)

Summary

This document is the consolidated text of the Companies Winding Up Rules (2018, as amended), which set out the detailed court procedure for winding up (liquidating) companies registered in the Cayman Islands under the Companies Act. It is not a piece of primary legislation but a set of Grand Court procedural rules administered through the Financial Services Division. It also contains the prescribed court forms (petitions, orders, notices, declarations, final returns, etc.) used throughout these proceedings.

Scope of Coverage

• Statutory demands
• Presentation and service of winding-up petitions (by creditors, contributories, the company, or the Cayman Islands Monetary Authority)
• Appointment and removal of provisional and official liquidators
• Restructuring officers and moratorium petitions
• Statements of affairs
• Creditors' and contributories' meetings
• Liquidation committees
• Official liquidators' reports and accounts
• Sanction applications
• Settling the list of contributories
• Voluntary (solvent) liquidations
• Directors' declarations of solvency
• Supervision orders
• Final dissolution

The rules apply broadly to any company that becomes subject to a winding up (compulsory, voluntary or under court supervision) in the Cayman Islands, and to the office-holders and parties involved in that process: official liquidators, provisional liquidators, voluntary liquidators, restructuring officers, creditors, contributories, directors, and the Cayman Islands Monetary Authority when it acts as a petitioner. They govern how petitions must be filed, served and advertised, how liquidators must report and account, how meetings and committees are run, and how a company is ultimately dissolved.

Because the extracted text available here is largely the table of contents, procedural order headings and specimen forms, the granular day-count deadlines and detailed obligations found within each Order (e.g., time limits for filing statements of affairs, serving petitions, or delivering reports) could not be individually verified from this excerpt, though the rules clearly impose numerous procedural deadlines throughout the winding-up process. One concrete timing rule that is visible is that, on a voluntary liquidator's final return following a final general meeting, the company is deemed dissolved three months after that return is registered with the Registrar of Companies.

Key obligations

• Companies, liquidators, creditors, contributories and the Authority must follow the prescribed procedures in these Rules for presenting, filing, serving and advertising winding-up petitions and related applications.
• Official liquidators and voluntary liquidators must prepare and deliver reports and accounts in the form and content, and within the timeframes, prescribed by the applicable Order.
• A company subject to a winding-up order must submit a Statement of Affairs in the form and within the time specified by the Court/Order.
• Voluntary liquidators must convene a Final General Meeting and file a Final Return with the Registrar of Companies upon completion of the voluntary liquidation.
• Official liquidators must preserve the liquidation file and the company's books and records for the periods directed in the dissolution order.
• Restructuring officers appointed under Order 1A must report to creditors, contributories and the Authority as required.

Applies to

companies subject to winding up, official liquidators, provisional liquidators, voluntary liquidators, restructuring officers, creditors, contributories, directors, the Authority (Cayman Islands Monetary Authority) as petitioner, attorneys acting in winding up proceedings

Deadlines

• three months from registration of the Final Return: A company is deemed dissolved upon the expiration of three months from the date the Voluntary Liquidator's Final Return is registered with the Registrar of Companies.