Company Registration &
Partnerships: The cornerstone of
Cayman's financial industry,
company registration, continues
to experience steady growth with
over 8,000 companies registered
in a typical year. The Company
Registry is responsible for the
licensing of corporations under
the Companies Law (1998). All
corporations required to be
licensed under any law - Banks
and Trust Companies Law (2001
Revision), the Insurance Law
(2001 Revision), the Mutual
Funds Law (2001 Revision), and
the Companies Management Law
(2001 Revision) - must also be
registered with the Registry of
Companies. A company wishing to
trade within the Cayman Islands,
e.g., in retail trading, real
estate, hotel operation,
restaurants, maintenance
services or local shipping, must
obtain a license under the Local
Companies (Control) Law, and, if
less than 60 percent of the
equity is Caymanian-owned, the
Trade and Business Licensing
Board will have to be convinced
of the need for the company’s
services. REGISTRATION AND
ANNUAL FEES: Fees currently
payable to the Registrar of
Companies are given below (all
figures in Cayman Islands
dollars [CI$1=US$1.22]).
Resident Companies: Upon
registration and annually
thereafter, there is a fee of
$150 for companies with capital
of $42,000 or less; companies
with capital in excess of
$42,000 pay $350. Non-resident
Companies: Upon filing
Memorandum and Articles of
Association and on delivery of
the annual return each January
thereafter, companies with
capital of $42,000 or less pay
$400; companies with capital in
excess of $42,000 pay $565.
Exempted Companies: Upon
registration and delivery of the
annual return each January
thereafter, there is a fee of
$470 for companies with capital
of $42,000 or less; companies
with capital in excess of
$42,000 but not exceeding
$820,000 pay $660; companies
with capital in excess of
820,000 but not exceeding $1.64
million pay $1,384 and companies
in excess of $1.64 million pay
$1,968. Segregated Portfolio
Companies: The registration and
annual fee for the Segregated
Portfolio Company is the normal
exempt registration fee plus
$2,000. In addition, there is a
fee of $1,000 for each
segregated portfolio therein.
Foreign Companies: On delivery
of the prescribed documents for
registration of a foreign
corporation and each January
thereafter, there is a fee of
$850. LIMITED PARTNERSHIPS:
Limited partnerships are
governed by the Partnership Law
(1995 Revision), which requires
them to be registered with the
Registrar of Limited
Partnerships. Registration is
affected by the filing with the
Registrar and the gazetting of a
declaration by all the general
partners, giving the name of the
partnership, the nature and
principal place of business,
names and addresses of all
partners, and the amount of
capital provided by each limited
partner. A limited partnership
may be established by two. TYPES
OF COMPANIES: Resident
Companies: - Resident companies
must maintain at their
registered office, open for
public inspection, a register of
their past and present members.
They must also report annually
to the Registrar, giving the
names and addresses of members,
directors and the amount of
paid-up capital. This type of
company is also allowed to hold
land as defined under the
Companies Law (1998 Revision).
Non-Resident Companies: - The
non-resident company is an
alternative to the exempted
company. Such companies must
also maintain at their
registered office, open for
public inspection, a register of
their past and present members.
They must also report annually
to the Registrar, giving the
names and addresses of members,
directors and the amount of
paid-up capital. The company may
deal in shares of exempted
companies, foreign corporations
and partnerships, but may only
carry on such other business in
the Cayman Islands as is
necessary for the furtherance of
its foreign business.
Application for non-resident
status should be addressed to
the Financial Secretary through
the Registrar of Companies and
must state that the company does
not intend to carry on business
within the Cayman Islands.
Non-resident companies may
convert to Resident Companies or
to Exempted Companies. Exempted
Companies: - Where the proposed
activities of a company are to
be carried out mainly outside
the Cayman Islands — offshore —
the promoters can apply for
registration as an exempted
company. Features of such
companies include the following:
An exempted company need not
keep a register of members open
for public inspection (This is a
requirement for resident and
non-resident companies.), an
exempted company need not hold
an annual general meeting (which
resident and non-resident
companies must), but the Board
of Directors must hold a meeting
at least once a year in the
Cayman Islands, an exempted
company may alter its Memorandum
and Articles of Association
without restriction, but must
notify same to the Registrar, it
can offer shares to public in
Cayman if listed on the Cayman
Islands Stock Exchange (CSX), it
may issue shares with nominal or
no par value. The annual return
to the Registrar is a simple
matter, requiring only the
declaration that: — no changes,
other than those notified to the
Registrar, have been made in the
Memorandum of Association; — the
provisions of the Companies Law
have been observed; and — the
company’s operations have been
mainly outside the Cayman
Islands. An exempted company
need not include the word
“Limited” or the abbreviation
“Ltd.” after its name. The
Registrar must give one month’s
notice before taking action to
strike off an exempted company.
An exempted company may express
its capital in any currency.
Special provisions have been
introduced to deal efficiently
with share capital or guarantee
amount expressed in currencies
replaced by the euro. It should
be noted that an exempted
company which is empowered by
its Articles of Association to
issue bearer shares,
certificates or coupons cannot
hold land in the Cayman Islands.
An exemption allowing the
holding of land may be obtained
from the Financial Secretary
where the company has neither
issued nor is empowered to issue
any such shares.
Exempted limited duration companies
were introduced in 1993. This form
of exempted company, while
preserving the limited liability to
its members if desired, offers the
possibility in certain jurisdictions
of advantageous treatment as a
partnership. An LDC continues until
the terminal time or event specified
in its Memorandum of Association.
However, its duration must not
exceed 30 years and it must have at
least two members. Upon its duration
expiring, it is deemed to have
automatically commenced voluntary
winding up and dissolution. It may,
however, be wound up earlier
voluntarily if the members pass a
special resolution to that effect.
Compulsory liquidation remains
available to creditors of the LDC
and also for its members in the
circumstances applicable to other
companies incorporated under the
Companies Law. Special features
applicable to an LDC are: the
Articles of Association of an LDC
may provide that the transfer of any
share of a member requires the
unanimous resolution of all other
members, the Articles of Association
of an LDC may provide that the
management of the company is vested
in the members who are then to be
considered as the directors of the
company. However, those members can
delegate management to a board of
directors, the name of the company
must end with “Limited Duration
Company” or “LDC.” the registration
fee is CI$200, plus the normal
exempted company registration fee.
The annual fee is the same as that
for exempted companies. Transfer by
Continuation: - To register, the
name of the company must be
acceptable to the Registrar under
the provisions of section 30 of the
Companies Law. The company must file
with the Registrar a declaration
that the operations of the
registrant will be conducted mainly
outside the Cayman Islands. The
application must be accompanied by
an undertaking that notice of the
transfer has been or will be given
within 21 days to the secured
creditors of the registrant. If the
company is required to be licensed
under any law, e.g., the Banks and
Trust Companies Law (1995 Revision),
the Insurance Law (1998 Revision),
the Mutual Funds Law (1999
Revision), or the Companies
Management Law (1998 Revision), then
it is prohibited from carrying on
its business in or from within the
Cayman Islands unless it has
obtained the requisite license. The
fee payable for registration by way
of continuation is the same as that
payable on registration of an
exempted company. Segregated
Portfolio Companies:- The Segregated
Portfolio Company (SPC) is a form of
exempted company whose business is
restricted to offshore insurance and
which possesses either a restricted
or unrestricted class “B” insurer’s
license granted under the Insurance
Law (1998 Revision). This company is
required to include in its name
either “Segregated Portfolio
Company” or “SPC”. An SPC allows for
the segregation of the assets and
liabilities of individual portfolios
– known in some parts of the world
as “cells” – from the general assets
of the overall company as well as
from other portfolios. The Companies
(Amendment) (Segregated Portfolio
Companies) Law, 1998 (now part XIV
of the Companies Law (1998 Revision)
provides the desirable legal
framework to facilitate
rent-a-captives. This development is
particularly beneficial for medium
to smaller sized companies for whom
individually it may be uneconomic to
establish their own captive or to
meet the capital requirements to
comply with our laws. Foreign
companies: - A foreign company is a
company incorporated outside the
Cayman Islands but carrying on
business locally. Such a company
must be registered in Cayman.
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