Cayman Islands Exempted Company
An Exempted Company Formation in the Cayman Islands
An exempted company in the Cayman Islands offers no levy taxes on income, capital or withholding taxes, as well as no annual accounting or auditing requirements, and no minimum capital requirements. It is a flexible financial instrument frequently used for international investment purposes and fund management.
FACTS & INFO
The Companies Law 1961 (as amended, chiefly in 1990 and 1995) is based on English law and is the main law governing companies in the Cayman Islands. There are four company types which are commonly registered in the Cayman Islands under the Companies Law: an ordinary resident company, an ordinary non-resident company, an exempt company, and an exempt limited duration company.
The most popular form of offshore operations in the Cayman Islands, used by international investors, is the exempt company. An exempt company cannot trade within, or own real estate in, the Cayman Islands. It also cannot undertake the businesses of banking, insurance or mutual funds.
There is no requirement to utilise a suffix to denote limited liability, although normally companies are incorporated to include the suffixes "Limited", "Incorporated", or "Corporation", or their abbreviations. The following names require licensing to be used: "Bank", "Insurance", "Assurance", "Re-Insurance", "Trust", "Trustee", "Savings", "Royal", "Asset Management", "Fund Management", "Investment Fund", "Building Society", "Municipal", or "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 General Registry receives a translation thereof. The corporate documents must, however, be in English.
MEMORANDUM AND ARTICLES OF ASSOCIATION
In order to incorporate an exempt company in the Cayman Islands, the memorandum and articles of association must be submitted to the General Registry, 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 record. 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 US$50,000.00 divided into 50,000 shares of US$1 each and this is the maximum for the minimum capital duty payable to the General Registry. 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.
DIRECTORS AND COMPANY SECRETARY
An exempted company must have at least one director, which can either be an individual or a corporate body. Directors can be of any nationality or residence, and need not also be shareholders. The directors register is not available for public inspection.
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 for administrative purposes, who can be an individual or a corporate body.
Every Caymanian company must have a local registered office.
An exempt company has to hold one directors' meeting a year in the Cayman Islands. Shareholder meetings may be held outside the Cayman Islands by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy.
The incorporation process typically takes from 3 to 7 working days, but we will likely require up to 10 working days for legalisation of the documents and delivery by courier.
RECURRING MAINTENANCE FEES
As from the second year, there are recurring maintenance fees of $2,750. These include:
- Provision of registered office and registered address
- Provision of registered agent and company secretary
- Beneficial ownership reporting annual compliance fee
- Payment of annual government fee
- Note: Payment of the government license fees, and provision of the registered office, registered agent and company secretary must be renewed by December 31, irrespective of the date of incorporation.
Cayman Island companies are not subject to any form of direct taxation in the Cayman Islands. An exempted company may additionally benefit from a tax exemption certificate granted for a period up to 20 years as a safeguard against the local system of company taxation.
AUDIT AND ACCOUNTING
There is no requirement to file audited accounts for exempt companies; however, the company is required to keep financial records, which should reflect the financial position of the company.
Our Services and Requirements
OUR SERVICES INCLUDE:
- Name check and approval
- Filling of the incorporation documents with the General Registry
- A standard set of original corporate documents
- Payment of the government fee for an authorised capital up to US$50,000
- Provision of registered agent and registered address for one year
- Provision of company secretary for one year
- Beneficial ownership reporting setup
- Rubber stamp
Please provide the following documents for all directors, shareholders, beneficial owners, and authorised signatories:
- Notarized copy of valid passport.
- Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within three months).
- Original or certified copy of Banker’s reference letter (dated within three months).
- In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and certificate of good standing (for companies registered more than one year).
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES
If you conduct any activity without the required license or authorisation granted by a relevant authority in any jurisdiction, Starting Business will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.
Licensable activities include, but are not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
Please contact us if you need assistance in the licensing of your financial, Forex brokerage or gambling company.
Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to your order during checkout. Shipping costs for international courier services are set automatically depending on geographic zones.