Company Registration in the Cayman Islands - Business Starting & Setup

The Cayman Islands’ legal system is based on English common law.

The Companies Law 1961 (as amended, chiefly in 1990, 1995) is based on English law and is the main law governing companies in Cayman. The most recent revision came with the Companies (Amendment) Law, 2011, effective April 27, 2011.

The principal forms of business organization in Cayman are:

• Ordinary resident company;
• Ordinary non-resident company;
• Exempted company;
• Limited partnership;
• Exempted limited partnership.

For offshore solutions, the most common structure is the Exempted company.

Where the proposed activities of a company are to be carried out mainly outside of the Cayman Islands - offshore - the registrants can apply for registration as an exempted company.

Features of such companies include the following:

• An exempted company is not required to keep a register of members open for public inspection (a requirement for resident and non-resident companies).
• An exempted company is not required to hold an annual general meeting in the islands (which resident and non-resident companies must).
• An exempted company may alter its Memorandum and Articles of Association without restriction, but must notify the Registrar of any changes.
• An exempted company may offer shares to the public in Cayman if listed on the Cayman Islands Stock Exchange (CSX).
• An exempted company may issue shares with nominal or no par value.
• The annual return to the Registrar requires a declaration that: (1) no changes, other than those notified to the Registrar, have been made in the Memorandum of Association; (2) the provisions of the Companies Law have been observed; (3) the company’s operations have been mainly outside the Cayman Islands; and (4) all bearer shares are kept by an approved custodian.
• An exempted company is not required to 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 or in multiple currencies.

There is a range of requirements to the name of exempted company in Cayman:

• Company name should not be identical with a name by which a company in existence is already registered or any translated name entered on the register of companies, or so nearly resembles such name or translated name so as to be calculated to deceive, except where the company in existence is in the course of being dissolved and signified its consent in such manner as the Registrar requires;
• Company name should not contain the following words - “Chamber of Commerce”, “building society”, “royal”, “imperial”, “empire”, “municipal”, “chartered”, “co-operative”, “assurance”, “bank”, “insurance”, “trust”, “gaming” or “lottery”;
• Company name should not in the opinion of the Registrar suggest the patronage of Her Majesty or of any member of the Royal Family or connection with Her Majesty’s Government or any department thereof in the United Kingdom or elsewhere; or connection with any public board or other local authority or with any society or body incorporated by Royal Charter;
• An exempted company is not required to include the word "Limited" or the abbreviation "Ltd." after its name.

The following steps are required to incorporate an exempted company in the Cayman Islands:

1. Check with the Registrar of Companies to see if the desired business name is available.
2. Prepare a memorandum of understanding, articles of association and a declaration from the subscriber to the effect that the operation of the Company will be conducted mainly outside the Cayman Islands.
3. Submit at least two copies of the company documents to the Registrar and pay the filing fee: it is recommended to apply through a local agent.

A Company shall be deemed to be registered, and the Registrar shall issue a Certificate of Incorporation.

The Certificate of Incorporation will generally be issued within 5 working days.

The following restrictions apply on Cayman exempted company’s activities:

• The proposed activities of a company are to be carried out mainly outside of the Cayman Islands.
• A Company may not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands.
• A Company that is not listed on the Cayman Islands Stock Exchange is prohibited from making any invitation to the public in the Cayman Islands to subscribe for any of its securities.
• Certain activities are regulated in the Cayman Islands and a Company may be required to obtain a licence or to register with CIMA if it wishes to carry on such activities. These include banking business, trust business, company management, insurance business, mutual fund administration, business of a mutual fund and securities investment business.

All companies must have a registered office in the Cayman Islands. For exempted and non-resident companies this must be provided by a local CIMA licensed company management, law or accountancy practice or trust company.

Notice of the situation of such registered office shall be given to the Registrar and recorded by him and shall be published by Public Notice. Until such notice is given and published, the company shall not be deemed to have complied with this Law with respect to having a registered office.

The following information should be kept at the registered office:

• register of Directors, Shareholders, Mortgages, Partnership Interests.

There is no statutory requirement for an exempted company to have a common seal.

The redomiciliation of companies to or from the Cayman Islands is permitted.

The Companies Law permits the registration of a company with limited liability and share capital which is incorporated in a foreign jurisdiction whose laws permit or do not prohibit the relocation of the company to become a Cayman Islands exempted company.

An exempted company incorporated and registered with limited liability and a share capital under Companies Law, including a company registered by way of continuation, which proposes to be registered by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Islands may apply to the Registrar to be de-registered in the Islands.

A Company may be wound up voluntarily:

• when the period, if any, fixed for the duration of the Company by the Articles expires, or whenever the event, if any, occurs, upon the occurrence of which it is provided by its Memorandum and Articles that the Company is to be dissolved, and the Company has, by special resolution of its members, adopted a special resolution requiring the Company to be wound up voluntarily; or
• if the Company has, by ordinary resolution of its members, adopted an ordinary resolution requiring the Company to be wound up voluntarily on the basis that it is unable to pay its debts as they fall due.

The winding up of a Company will occur automatically, however, to the extent that the necessary procedures have not been followed, the passing of the fixed duration or the occurrence of a certain event is grounds for a petition to the court by a creditor or member on the basis that the Company did not wind itself up as required.

Upon the commencement of the winding up a liquidator is appointed (although, it should be noted that the appointment of a voluntary liquidator shall only take effect upon the filing of his consent to act with the Registrar). There are no restrictions on who may act as liquidator on a solvent winding up, but the need to comply with certain duties and procedures under Cayman Islands law means that generally a professional in the Cayman Islands is appointed. However, where the court appoints the liquidator, the liquidator is required to be a qualified insolvency practitioner under the Insolvency Practitioners Regulations 2008. The liquidator steps into the shoes of the directors and is responsible for gathering in the assets of the Company, satisfying its liabilities and then distributing the remaining amounts to the shareholders in accordance with the Articles.

Within 28 days of the commencement of a voluntary winding up, the liquidator, or in the absence of a liquidator, the directors shall make certain statutory filings with the Registrar including a notice of winding up, the liquidators consent to act and (where the supervision of the court is not being sought) a declaration of solvency (signed by all the directors). The notice of the winding up is required to be published in the Cayman Islands in the Gazette. Any liquidator or director who fails to comply with such filing requirements is liable to a fine of USD 10 000.

Once the above process is complete, a final shareholders' meeting is held and the liquidator's accounts are approved. The liquidators make their final return to the Registrar informing the Registrar that the liquidation has been completed. Three months after the liquidators have submitted their final return, the Company is deemed to be dissolved and, from that point on, ceases to exist.

Alternatively, where the Registrar has reasonable cause to believe that a Company is not carrying on business or is not in operation (including upon the submission of a director of the Company), he may strike the Company off the register and the Company shall thereupon be dissolved. If a Company or any member or creditor thereof feels aggrieved by the Company having been struck off the register in accordance with the Law, the court on the application of such Company, member or creditor made within two years or such longer period not exceeding ten years as the Governor may allow of the date on which the Company was so struck off, may, if satisfied that the Company was, at the time of the striking off thereof, carrying on business or in operation, or otherwise, that it is just that the Company be restored to the register, order the name of the Company to be restored to the register.

Any property vested in or belonging to any Company struck off the register under the Law shall thereupon vest in the Financial Secretary and shall be subject to disposition by the Governor, or to retention for the benefit of the Cayman Islands.

Winding up is therefore a more final form of terminating a Company than striking it off.

An exempted company shall be managed by at least one director who may be an individual or a company. There are no residency or qualification requirements for directors.

A Company is not required to hold board meetings in the Cayman Islands or anywhere else unless so required by its Articles.

Every company shall keep at its registered office a register of directors and officers, containing the names and addresses of its directors, and shall –

• send a copy of such register to the Registrar within ninety days of the registration of the company; and
• notify the Registrar of any change that takes place in such directors or officers including a change of the name of such directors or officers, within thirty days of any such change.

Any company which fails to comply with any of the provisions of section 55, shall incur a penalty of one thousand dollars and a further penalty of one hundred dollars for every day during which the default continues, and every director and manager of the company who shall knowingly and wilfully authorise or permit such default shall incur the like penalty.

There is no statutory requirement for a secretary in Cayman.

A Company must have a minimum of one shareholder at any time. Unless provided for in the Articles, there is no maximum number of shareholders.

Shareholders may be either a natural person or a corporate entity. There are no residency requirements for shareholders of a Company.

A Company is not required to hold shareholder meetings in the Cayman Islands or anywhere else unless so required by its Articles.

A Company shall cause to be kept a register of its members containing the names and addresses of the members of the Company, the shares held by each member, the amount paid, or agreed to be considered as paid, on the shares of each member, the date on which the name of any person was entered on the register as a member, and the date on which any person ceased to be a member.

The Register of Members is not open to public inspection and there is no statutory right for any person (including members or creditors) to review it. This register need not be kept in the Cayman Islands.

The Cayman Islands have begun consultations on the creation of a Centralized Beneficiary Registry in 2021.

The authorities promise to meet the obligation to introduce the Central Registry by 2023.

Since 2017, the jurisdiction has required companies to keep records of their beneficial owners and provide them upon request to the Government's General Registry, but only for certain purposes and certain parties (e.g., UK law enforcement). Currently, the public only has access to the current managers of the company, the registered office, the nature of the business and the fiscal year end date.

There is no minimum capital requirement. A Company must have at least one share in issue, but there is no minimum paid-in capital requirement.

An exempted company may express its capital in any currency or in multiple currencies.

Bearer shares are permitted.

Shares can be issued at a par or a non-par value.

Standard amount of capital is USD 5 000.

Trust law in the Cayman Islands is based on English law, subject to some statutory modifications. There are no restrictions on the accumulation of income. Trust deeds can allow for fixed or discretionary interests.

There are no taxes on trust in the Cayman Islands.

There are three types of trusts –

• the ordinary trust;
• the exempted trust and
• the alternative regime, STAR.

Trust law provisions relating to exempted trusts require that a trust deed be delivered to the Registrar of Trusts. The filed trust documents are open to inspection by the trustee and any other person authorized by the trust, but they are not open for public inspection.

All rights and remedies with respect to a discretionary trust are vested in the Registrar of Trusts and not the beneficiaries.

The Special Trusts (Alternative Regime) Law (“STAR”) complements the preexisting traditional trust framework and is Cayman’s response to the popular demand for non-charitable purpose trusts. STAR permits the creation of trusts for any object, whether persons, purposes or both, provided they are lawful and not contrary to public policy.

Features of STAR trusts include the following:

• STAR applies to a trust only if this intent is specifically mentioned in the trust instrument;
• STAR is highly flexible, allowing for trusts of all kinds to be created;
• enforcers must be designated;
• one of the trustees must be a Cayman licensed trust company;
• STAR trusts are exempt from the rule against perpetuities;
• STAR trusts must not include land in the Cayman Islands.