Register company in Cayman Islands: LLC, exempted company. There are certain other sensitive words which, in some cases, may not be included in a company’s name at all and, in other cases, require the consent of the Registrar, for example ‘bank’, ‘trust’, ‘insurance’, ‘royal’. The Articles typically provide that there must be at least one director of a Cayman company. The company (or any registrable person who knows of a relevant change) must notify the registered office, at the latest within one month of the relevant change. An exempted company may not issue bearer shares. the company’s operations have been mainly outside the Cayman Islands. An exempted company is further entitled to apply under the Tax Concessions Act (Revised) for an undertaking that no law enacted in the Cayman Islands after the date of the undertaking imposing any tax to be levied on profits, income, gains or appreciations shall apply to the company or its operations, and that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable on or in respect of the shares, debentures or other obligations of the company or by way of withholding in whole or in part on any dividend payment or other distribution of income or capital by the company to its members or to a payment of principal or interest or other sums due under a debenture or other obligation of the company. The initial director(s) are appointed by the subscriber(s) to the memorandum of association. Exempted companies that are carrying on a Relevant Activity and are tax resident in a jurisdiction outside Cayman are required to provide certain prescribed additional information, but are otherwise not required to demonstrate economic substance in the Cayman Islands. Other than the register of directors referred to above, the only information which may be obtained by a member of the public from the Registrar in relation to any company (upon payment of a fee) is the type of company (i.e. Our global network of offices covers every time zone. Once the affairs of the company are fully wound up, the liquidator is required to advertise the final general meeting of the company, which is to be held not less than one month after the date the notice is published, for the purposes of explaining the final accounts of the liquidation. The registration of an Exempted Company in Cayman Islands can be completed in around 20 days. Subject to any contrary provisions in the Articles, a company may pay dividends out of profits or its share premium account, if shares have been issued at a premium. As only exempted companies may register as limited duration companies, the Limited Duration Company ("LDC") shares many features in common with exempted companies. Share certificates need not be issued in respect of any shares. Registration fees are payable annually and on incorporation in Cayman. The authorised share capital is therefore to be distinguished from the issued share capital. English is the primary language in the Caymans. The Cayman Islands are well known as a tax haven because it has no income taxes and has an easy process for offshore incorporation. There is no public security registration regime in the Cayman Islands … The most convenient way to incorporate this type of company in the Cayman Islands is to engage one of the professional firms licensed for this purpose. the issue, transfer and repurchase or redemption of shares; the appointment directors and officers and their meetings, powers and indemnification; of loyalty and to act in the best interests of the company; not to make secret profits from the director's position as director; to act fairly as between different shareholders; and, issue shares which are to be redeemed or are liable to be redeemed at the option of the company or the member; and/or. Islands except in furtherance of its business carried on outside the Cayman Islands) and that any bearer shares are held by a custodian. This concise guide discusses the Cayman Islands Companies Law (the Companies Law) requirements relating to the registration of security interests (eg mortgage, charge, pledge, encumbrance etc) over the assets of a Cayman Islands exempted company.. A company may apply to be registered as exempted if its objects are to be carried out mainly outside the Cayman Islands or pursuant to a licence to carry on business in the Cayman Islands and it submits a declaration to the Registrar of Companies (Registrar) to this effect. They generally provide for: A copy of the memorandum of association and the Articles must be made available to every member of the company on request. Is not required to include the word “Limited” or the abbreviation “Ltd.” after its name. The annual return to the Registrar requires a declaration that: The Registrar must give one month’s notice before taking action to strike off an exempted company. An exempted company may not carry on business within the Cayman Islands, except in furtherance of its business carried on outside the Cayman Islands, unless it holds a licence to carry on business in the Cayman Islands … These restrictions do not prevent an exempted company which does not hold a licence to carry on business in the Cayman Islands effecting and concluding contracts in the Cayman Islands and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands. A company may, if authorised by its Articles: No redemption or purchase may take place unless the shares are fully paid, or if as a result of the redemption or purchase there would no longer be any other shares in issue. 133 Elgin Avenue, P.O. CAYMAN ISLANDS COMPANY The Companies Law (2013 Revision) of the Cayman Islands (the "Law") contains a number of requirements applicable to all categories of company. Once the winding up is complete, and the assets of the company have been distributed, the dissolution of the company will be ordered by the court. The constitution of an exempted company is contained in two documents, the memorandum of association and the articles of association (Articles). ... 133 Elgin Avenue, George Town, Grand Cayman KY1-9000, Cayman Islands … The CRS is similar in form and substance to the US IGA. Real Estate Structuring, Acquisitions and Disposals, Corporate and Financial Services Disputes, Real Estate, Infrastructure and Energy Funds, Accounting and Financial Reporting Services, Property law - buying, selling, financing, Offshore relocations – relocating your business, Offshore relocations – relocating your family, To the point: Bringing the Ogier brand to life. May issue shares with nominal or no par value. The Cayman E… This Guide discusses the Cayman Islands Companies Law (the Companies Law) requirements relating to the registration of security interests (eg mortgage, charge, pledge, encumbrance) over the assets of a Cayman Islands exempted company. An exempted company that does not hold a licence to carry on business in the Cayman Islands must file an annual return, together with the appropriate annual filing fee with the Registrar in January of each year. Cayman Islands Company Documents. An exempted company may be wound up by the appointment of a liquidator either pursuant to a voluntary or compulsory liquidation, or may be struck off following an application to the Registrar. For a more detailed description of the requirements of the Economic Substance Act, see our client briefings Cayman Islands Economic Substance Requirements and Update on economic substance in the Cayman Islands. Cayman Islands Company Formations. A creditor or shareholder who objects to the company being struck off may, for a period of up to 10 years following the date the company was struck off, apply to the court for the company to be reinstated. It is undeniable that the exempted company in the Cayman Islands … These firms can provide such services as: registered office; nominee shareholders; directors and other officers; and management of the company on the instruction of the beneficial owner(s), Copyright 2021 Cayman Islands General Registry. Companies that are required to meet economic substance requirements described under Economic Substance below and regulated investment funds will be subject to different requirements. An exempted company that is not licenced to carry on business in the Cayman Islands may keep its register of members outside of the Cayman Islands. No dividend may be paid out of the share premium account unless immediately following the payment the company is able to pay its debts as they fall due in the ordinary course of business. The Companies Act contains provisions for the application and distribution of the exempted company’s assets on winding-up and following distribution to creditors any surplus shall be distributed to shareholders in accordance with the Articles. To register, the name of the company must be acceptable to the Registrar under the provisions of section 30 of the Companies Law. Ogier provides practical advice on BVI, Cayman Islands, Guernsey, Jersey and Luxembourg law through its global network of offices. This must contain the names and addresses of the shareholders of the company, the numbers of shares held by each, the distinguishing numbers (if any) of those shares, the amount paid or agreed to be paid on the shares, whether such shares carry voting rights and if such rights are conditional, together with the date on which each person became and ceased to be a shareholder of the company. Broadly speaking a registrable person is (i) an individual holding, directly or indirectly, 25% or more of the shares or voting rights of the company or holding the right, directly or indirectly, to appoint or remove the directors or who has the right to exercise, or actually exercises, significant influence or control over the company, and (ii) a legal entity established or registered in the Cayman Islands which, by virtue of the shares it holds directly in the company or its direct control over the company, would be a beneficial owner if it were an individual. An exempted company is formed in the same way except that the subscriber for the initial shares of the company must swear an affidavit in the presence of a notary public that the objects of the company will be carried out mainly outside the Cayman Islands. The Cayman Islands offer six different types of offshore companies, with the Cayman Exempt Company … General Registry – Ground Floor, Government Administration Building 133 Elgin Avenue, George Town, Grand Cayman KY1-9000, Cayman Islands | (345) 946 … According to the Cayman Islands General Registry, there are nine types of companies in the Cayman Islands, but the most common ones are as follows: Cayman Exempt Company: The most popular option is the Cayman Exempt company because of its flexible corporate structures and cost-effective transactions. All Rights Reserved |, This site uses cookies to help us improve our services and to enhance your experience of our site. 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