Executing and Notarising Company Documents in the Cayman Islands

Companies in the Cayman Islands, like individuals, frequently need to execute various documents to carry out their activities. These may include contracts, resolutions, powers of attorney, application forms, and filings with the Registrar of Companies. Often, these documents require a signature to demonstrate the consent or approval of the company, necessitating
representation by one or more individuals authorized to sign on its behalf.

When a document executed by a company in the Cayman Islands is intended for use by a foreign authority, it often requires notarisation (certification by a notary public). The role of the notary is to confirm the reliability of the document and the company’s details so that the foreign authority or third party can rely on the document to facilitate the intended transaction or procedure. The notary typically certifies the following details:

• The name and personal details of the individual signing on behalf of the company.
• The capacity in which the individual represents the company (e.g., as a director or
  attorney-in-fact).
• Confirmation that the signatory is of sound mind and understands the document’s content
  and effect.
• The current existence and registered details of the company (e.g., name, registered
  address, registration number).
• That the document has been correctly executed by the company in accordance with
  Cayman Islands law.

Rules for Document Execution by Cayman Islands Companies

Under Cayman Islands law, specific rules govern who may sign documents on behalf of a company and how those documents should be executed. These rules ensure that the company is properly represented and that the execution process is valid. Key legal provisions can be found in the Companies Act (2023 Revision), as well as in a company’s own constitutional documents,
such as its articles of association.

Methods for Executing Documents

For documents classified as deeds (e.g., powers of attorney) or other critical legal documents,
Cayman Islands law requires the following execution methods:

1. Signature by Two Directors:
   • The document is signed by two individuals formally appointed as directors and
     listed on the company’s register.
2. Signature by a Director and the Company Secretary:
   • If the company has a secretary, one director and the secretary may jointly sign the
     document.
3. Signature by a Director in the Presence of a Witness:
   • A single director may sign, provided an attesting witness is present and also signs.
4. Execution Using the Company’s Common Seal:
   • Although less commonly used, some companies may affix a common seal to the
     document in the presence of one or more authorized officers.

Companies that use a common seal must do so in accordance with the procedures outlined in
their articles of association.

Who is Authorized to Sign?

The reference to “directors” means statutory directors officially registered with the Cayman Islands Registrar of Companies. Individuals with a job title containing the word “director” (e.g. marketing director) who are not formally appointed as statutory directors are not authorized to execute documents under these rules. Similarly, individuals authorized under a power of attorney must have their authority documented and verifiable.

Internal Company Rules

In addition to statutory requirements, companies may adopt internal rules regarding document execution. These are typically found in the company’s articles of association. For instance, a company may require that two directors sign all documents, even if statutory rules would allow for a director and a secretary to sign. Internal rules take precedence where they impose stricter
requirements.

The Notary’s Role in Cayman Islands Document Execution

Before notarisation, the notary will:

1. Verify the Identity of the Signatory:
   • Confirm the individual’s identity using valid identification documents e.g.
     passport or driver’s licence.
2. Confirm the Signatory’s Capacity:
   • Establish that the signatory has the authority to represent the company.
3. Review the Company’s Details:
   • Check the company’s incorporation status, registered address, and other relevant
     details to confirm its current legal existence.
4. Ensure Proper Execution:
   • Verify that the document has been signed in accordance with the statutory and
     internal requirements.

The notary then prepares a notarial certificate, which certifies these details. This certificate, bearing the notary’s signature and seal, is securely bound to the document.

Legalisation of Notarised Documents

If the notarised document is intended for use abroad, additional legalisation may be required to meet the destination country’s requirements:

1. Hague Apostille:
   • For countries party to the Hague Convention, the document must be authenticated with an apostille issued by the Cayman Islands Government – Corporate Services.
2. Consular Legalisation:
   • For non-Hague countries, further legalisation may involve certification by a consulate of the destination country.
3. Chamber of Commerce Legalisation:
   • Certain business documents may require additional certification by a chamber of commerce.

The requirements vary depending on the destination country and the type of document. It is advisable to check these requirements carefully with the receiving authority or consult your notary for guidance on the legalisation process.

Conclusion
Executing and notarising documents for a Cayman Islands company requires careful adherence to statutory rules and internal governance procedures. Notarisation by a qualified notary public provides assurance to foreign authorities and third parties, facilitating the use of the documents in international transactions. If legalisation is necessary, the notary can guide you through the process, ensuring compliance with the destination country’s requirements. By following these steps, companies in the Cayman Islands can confidently execute and notarise documents for use locally or abroad, ensuring legal certainty and smooth business operations. For further assistance, consult a legal professional or notary public experienced in Cayman Islands corporate law.