The Companies Law 1961 (as amended, chiefly in 1990 and 1995) is based on English law and is the main law governing companies in Cayman Islands. There are four company types which are commonly registered in Cayman Islands under the Companies Law: Ordinary Resident Company, Ordinary Non-Resident Company, Exempt Company and Exempt Limited Duration Company. The most popular form of offshore operations in Cayman Islands, used by international investors, is the Exempt Company. An Exempt Company cannot trade within the Cayman Islands and own real estate in the Cayman Islands. It also cannot undertake the business of banking, insurance business or mutual fund business.
There is no requirement to utilize a suffix to denote limited liability, although normally companies are incorporated to include the suffixes Limited, Incorporated, Corporation or their abbreviations. The following names to be used, require licensing: Bank, Insurance, Assurance, Re-Insurance, Trust, Trustee, Savings, Royal, Asset Management, Fund Management, Investment Fund, Building Society, Municipal, Chartered. Names denoting any connection to local, state or national Governments are generally prohibited. Names can be expressed in any language using the Latin alphabet, if the Registrar of Company receives a translation thereof. The corporate documents will however be in English.
MEMORANDUM AND ARTICLES OF ASSOCIATION
In order to incorporate an Exempt Company in Cayman Islands, the Memorandum and Articles of Association must be submitted to the Registrar of Companies, together with a sworn statement from the directors declaring that the business activities of the proposed company will be undertaken mainly outside the Cayman Islands. The names and addresses of the proposed first directors must be disclosed to the Registrar.
A minimum of one shareholder is required which may be an individual or a corporate body. Details of the shareholders do not appear in the public records. If an Exempted Company used for fund management, has more than 15 investors/shareholders, then a relevant license will be required.
There are no minimum capital requirements in the Cayman Islands under the Companies Law but there must be at least one share of no par value or one share of par value in issue at all times. The standard share capital is USD 50,000.00 divided into 50,000 shares of USD 1.00 each and this is the maximum for the minimum capital duty payable to the Registrar of Companies. The minimum issued share capital is one share. Preference shares, redeemable shares and voting or non-voting shares are permitted. Bearer shares are not permitted.
An Exempt Company must have at least one director, which can either be an individual or a body corporate. Directors can be of any nationality or residence, and need not also be shareholders. Directors’ register is not available for public inspection.
REGISTERED OFFICE AND SECRETARY
Every Cayman Islands Company must have a local Registered Office. The Cayman Islands Companies Ordinance does not make any specific reference to a requirement for a company Secretary; however, it is customary to have company Secretary, who can be an individual or a body corporate.
An Exempt Company has to hold one director’s meeting a year in Cayman Islands. Shareholders meetings may be held outside Cayman Islands by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy.
From 3 to 7 working days, but we need up to 10 working days for legalization of the documents and delivery by courier.
RECURRING AND MAINTENANCE FEE AS FROM 2ND YEAR
- Provision of registered office and registered address
- Provision of registered agent and company secretary
- Payment of annual government fee