Introduction
Although we are based in the Cayman Islands, we are able to form companies in other jurisdictions.  Contact us to find out more.

In respect of the Cayman Islands, there are three types of company; the Exempted, Ordinary Non-Resident and Ordinary Company.  All Cayman companies must have a registered office in the Cayman Islands and our associated company is licensed to provide this service, which it does at very competitive rates.

Companies are deemed to be incorporated the same day as the paperwork is filed with the Registrar of Companies.  It should be noted that official copies of the Certificate of Incorporation and Memorandum & Articles of Association are usually available three days after filing.
 
No two companies on the Register can have the same name.  Names can be checked for availability but cannot be reserved.  Names that suggest a bank, trust company, insurance company or any other regulated company and any name that suggests a connection with a Royal family or Government authority cannot be used.   Names can be expressed in any language provided the Registrar of Company receives an English translation.  However, the corporate documents will be in English. 

Government fees are payable on the incorporation of a company and on January 1st of each subsequent year.  The fee depends on the company’s authorized share capital.  The maximum authorized share capital for minimum fees is US$50,000.  Additional authorized share capital costs more.  For private asset holding companies, most people choose to limit the authorized share capital to 1000-2000 shares of US$1, and then issue the entire share capital to the beneficial owner(s).  Issued share capital can be used to pay company formation costs so there need be no additional cost in issuing this number of shares.

Exempted Companies
Exempted Companies are available to businesses whose activities are to be carried on mainly outside the Cayman Islands.  However, there is nothing to prevent an Ordinary company also from carrying on business outside the jurisdiction, as well as any business it may conduct within the Islands.

At the present time, there are no taxes in the Cayman Islands and none of the three classes of company are subject to any type of tax.  However, against the event that the Cayman Islands Government decided to levy taxes, the exempted company may receive an undertaking that, for a 20 year period, no taxes of any kind will be levied on the company.  A certificate to this effect [Certificate of Tax Exemption] may be obtained from the Government and it is renewable on conclusion of the term.  In some cases, this certificate can provide comfort to lenders by guaranteeing that there will be no withholding tax or other taxes over the period of the loan repayment. 

Exempted companies do not need “Limited” or “Ltd.” at the end of their name.  They are free, either to use no designation at all or an alternate designation such as “Inc.” or “Société Anonyme / S.A.”.

Exempted companies are not required to hold any statutory annual meeting but do have to file a return annually, confirming they are in compliance with certain sections of the Companies Law.  The names of the shareholders are not recorded on a public record and are not open to public inspection.

Exempted companies may also be formed as the equivalent of US LLC's where the business of the company is managed by its members [i.e. no directors are appointed].  There are two formats, the Limited Duration Company (LDC), a fixed structure modelled strictly on the Wyoming Statute, and the Limited Life Company (LLC) whose terms may be tailored to specific client needs (whilst still meeting the criteria for pass-through tax treatment).  If you need a pass-through vehicle for US tax purposes [either at the state or federal levels], you might consider the LLC/LDC structure.

Ordinary Non-Resident and Ordinary Companies
Ordinary non-resident companies were used largely to own Cayman registered shipping back in the 1960’s and 1970’s when the Cayman Islands were part of the Sterling Area under which exchange controls were exercised.  Today, the Cayman Islands are not part of the Sterling Area and there are no exchange controls levied locally.  As a result, ordinary non-resident companies have fallen very much into disuse.

Ordinary companies are used primarily to conduct business within the Cayman Islands and to hold real assets registered in the Cayman Islands.  Ordinary companies must have the words Limited or Ltd. after their name.  They are usually limited by shares (although they can be limited by guarantee), must hold an annual general meeting (which can be arranged by the registered office) and file an annual return with the Registrar of Companies each January listing shareholders, directors and officers.  The names of the shareholders are open to public inspection upon payment of a nominal fee.  However, see provision of nominee shareholders in the following paragraph.

Shareholders and Shares
Shareholders can be individuals or companies.  Shares can be in registered form, bearer form (providing the shares are held by an authorized custodian in the Cayman Islands) or in the name of a nominee company held to the order of the beneficial owner(s).  Our services include provision of nominees as registered shareholders.  Registered shares may be of par or no par value.  They may be ordinary shares, preference shares or redeemable shares and these may be voting or non-voting shares.  

Directors and Managing Members
Directors may be individual or corporate.  Directors are responsible for the management of a company and directors’ duties may not be delegated.  Where a company is managed by its members (shareholders) then any managing member is treated as a director for the purposes of the law.

Secretary
The company secretary usually takes responsibility for the corporate records, including the Registers of Members, Directors and Officers and Mortgages and Charges.   These registers (or copies) should be held at the registered office.  Drafting of minutes, corporate resolutions and maintaining the minute book in proper order are also secretarial functions.

Other Officers
There is no statutory requirement for other officers such as President or Treasurer.  At the same time, there is nothing to prevent a company appointing other officers to suit its operation.

Foreign Companies
It is possible to register in the Cayman Islands, a company incorporated in another jurisdiction, providing the company has a registered agent in the Cayman Islands.  Foreign companies registered in the Cayman Islands qualify to own ships, yachts and real estate registered in the Cayman Islands.  Where a foreign company wishes to own a Cayman ship but is precluded from forming a Cayman subsidiary through which to own it, then registration as a foreign company is a viable alternative.  This happens sometimes when a condition of raising funds in capital markets precludes the company from forming any foreign subsidiaries.  

To review the list of jurisdictions that qualify to own Cayman registered vessels, go to the Qualifications to Own Vessels page.
 
Another option, where permitted by the Memorandum and Articles of an existing company, would be to de-register the company in the home country and register it by way of continuation as a Cayman company. 

Summary Information
Summary information for the range of companies that may be registered in the Cayman Islands is set out on the Summary Table page.

Management Services
These are set out on the Company Management page.  Persons interested in proceeding further with company incorporation will benefit from reading this section.

Company Incorporation
The incorporation of a company in the Cayman Islands is quite a straightforward process.  If interested in proceeding, please request our Company Formation Questionnaire by clicking on, "Contact Us".