Available Jurisdictions


Cayman Islands

Company Registration: The Cayman Islands Exempt Company

Cayman Islands Law is based on Common Law and the governing legislation in the Cayman Islands for companies is the Company Law (2007 Revision) which is based on the English Companies Act (1948) with the most commonly used form of international business being the Cayman Islands Exempt Offshore Company (CIEC) of limited liability. The information below relates to CIEC registration procedure and the information & documentation that must be provided to our Law Firm by the client in order to register the company:

Company name

A company name that can be a non-English name and that must end with one of the following acronym: Limited, Corporation, Incorporated, Societe Anonyme and Sociedad Anonima, and the following words or abbreviations cannot be used in the name of the company: Assurance, Bank, Building Society, Chamber of Commerce, Chartered, Cooperative, Imperial, Insurance, Municipal and Royal.

Directors, Shareholders, Secretary & Registered Office

Information with details of the company name and beneficial directors and shareholders (nationality, country of residence, address, profession etc).

Scanned and notarized copy of the passports of the beneficial directors and shareholders.

Scanned copy of recent (not older than 3 months) utility bill, i.e. electricity bill, as proof of residence showing the name and address of the beneficiary shareholders of the company.

A photocopy of another notarized official document of the beneficiary individual such as Driving License, ID Card etc. to confirm the copy is a true copy and the photo is a true likeness must be provided by the client.

Two original letters of introduction in favor of the beneficiary, from a bank, lawyer, accountant or similar profession could be requested.

In the event the shareholder or director is to be a company the client must provide the following documents:

Certified copy of the Certificate of Incorporation

Certified copy of the Company’s Memorandum and Articles of Association

Certified copy of the Registered Shareholders with details of shares held by each

Certified copy of Register of Directors

Certified copy of the Register of Offices

For at least 2 Directors the documents mentioned above.

The Cayman Islands Exempt Company can be registered with one director which can be an individual or a corporate director and is not required to be a local resident director.

The CIEC can be registered with one shareholder who can be an individual or a corporate shareholder, who is not required to be a local resident shareholder and whose details are not maintained on public record.

The CIEC can be registered with 100% foreign ownership.

The CIEC requires an annual Meeting required on the island, however, it can be done by the appointment of proxies.

The CIEC can be registered with nominee directors & shareholders provided relevant Nominee Agreements & Deed of Indemnity are signed in favor of our Law Firm.

The CIEC requires a registered office, provided by the agent.

The CIEC can be registered without a company secretary and use a representative to act in the capacity of a company secretary instead. If a secretary is used it can either be a corporate or an individual entity.

The CIEC can be subject to re-domiciliation.

Activity

The CIEC can have any legal activity, the limitations being that companies registered in the territory of Cayman Islands cannot sell or hold property in the territory of the jurisdiction and need a license in order to engage in the business of banking, all types of insurance and mutual funds.

Share Capital

The CIEC does not require a minimum capital to be registered and the authorized capital stock of the company is $ 50.000.

The CIEC registered shares can be held in an individual name or corporate body and shares may be issued with nominal or no par value.

The CIEC can issue Bearer shares as long as they are held with a Custodian approved by the Cayman Islands Monetary Authority.

Confidentiality

The CIEC can be registered with nominee directors & shareholders.

The names of the beneficial owners, the directors and the shareholders are not publicly accessible.

The CIEC’s confidentiality is secured by the Confidential Relationship (Preservation) Law that makes it a criminal offence to disclose or obtain confidential information in relation to Cayman Companies.

Time schedule & delivery

The incorporation of the CIEC will take 4 to 5 days, plus the time to deliver the company via express courier (DHL).

All documents and legislation are in the official language of English

The corporate documents of the CIEC will be sent via express courier (DHL) to the client together with the relevant invoice. Banking documents and Nominee Agreements & Deed of Indemnity to be signed and returned to our Law Firm will be added to the courier in the event the client has requested the opening of a bank account and nominee directors and/or shareholders for confidentiality.

Taxation, No Reports, Mutual Assistance Treaties

Below is an overview of the tax and accounting regulations for Exempt Companies in the Cayman Islands:

There is no taxation in the Cayman Islands relating to individuals, corporations or trusts, therefore there are no taxes on the following:

Income

Capital Gains

Profits

Dividends

Investments

Capital Transfers

There is no exchange control.

There is an annual tax on the exclusive rights and privileges at the following rates:

$ 575, if the company registered capital of less than $ 50,000.

$ 805, if the authorized capital of the company from $ 50,000 to $ 1,000,000.

$ 1690, if the authorized capital of the company from $ 1,000,000 to $ 2,000,000.

$ 2400, if the company registered capital exceeds $ 2,000,000.

No Annual Reporting Requirements

The Cayman Islands Exempt Company has no annual requirements to file formal accounts & audit but only an annual declaration must be filed which is a declaration of any changes made to the structure of the company and a confirmation that the company has been operating outside of the Cayman Islands.

Double Taxation Treaties & Mutual Legal Assistance Treaty

There are no double taxation treaties with other parts of the world but instead the Cayman Islands have agreed to assist foreign governments where they believe illegalities and criminal acts have taken place. This assistance does not cover tax offences therefore the government would not disclose information in the light of any allegations of tax offences were made

The Cayman Islands have implemented the ‘Mutual Legal Assistance Treaty’ in order to assist foreign governments with regards to money laundering and illegal activities.

Tax-Planning & Business environment

The ultimate choice of the Cayman Islands jurisdiction for a company will be dependent on the following factors:

The Cayman Islands Exempt Company does not pay corporate tax, property tax, capital gains or withholding taxes and the relevant legislation is backed by a 20 year government guarantee enabling long term business planning.

The Cayman Islands Exempt Company’s confidentiality is secured by the Confidential Relationship (Preservation) Law that makes it a criminal offence to disclose or obtain confidential information in relation to Cayman Companies.

The Cayman Islands Exempt Company can run its business from anywhere in the world, it does not need to be run from the Cayman Islands.

The Cayman Islands Exempt Company can be registered with only one shareholder and one director, directors and shareholders can be the same person, they can be an individual or a corporate body and the company does not need to include a local director.

The Cayman Islands Exempt Company can be registered without a secretary.

The Cayman Islands Exempt Company does not file annual reporting, accounting or auditing reports.

The Cayman Islands Exempt Company does not require a minimum capital to be registered and the authorized capital stock of the company is $ 50.000.

The Cayman Islands Exempt Company can open corporate bank accounts without the beneficiary being present at the bank.

Business environment

The Cayman Islands are an English-speaking Dependent Territory of the United Kingdom, located in the Caribbean between Cuba and Central America, and politically stable.

There are two international airports, one in George Town, Grand Cayman and the other in Cayman Brac. Several major airlines fly to Cayman and there are daily flights to Miami and weekly flights to major North American and European cities.

Cayman is the largest offshore banking centre in the world with about 280 banks and deposits worth about USD1.7 trillion. It is the second largest captive insurance base after Bermuda, with assets worth USD20bn. The Cayman Islands trust sector is thought to manage more than USD500bn. Mutual funds are a growing sector, especially since the opening of the Cayman Islands Stock Exchange in 1997. The Cayman Islands have emerged as a predominant registration base for hedge funds; CDO and other securitization instruments have also taken a firm hold.

The Caymanian dollar is fixed against the US dollar at CI$1.00 to USD1.20.

Cayman is an expensive jurisdiction with an established commercial infrastructure in place and a flexible approach to regulation, within its strong desire to maintain respectability.

The Cayman Islands jurisdiction has more than 68 thousand registered companies, including almost 500 banks, 800 insurance companies, 5 thousand mutual funds, and opened its Stock Exchange in 1997. The Cayman Islands Exempt Company is a flexible tool and a tax efficient offshore solution that secures a high level of confidentiality to its beneficiary owner.