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The description of corporate structures and prices quoted below is serving as a general guide and may be subject to the most recent changes of the legislation in various jurisdictions. We invite you to contact us for the latest update and free quotation.

COUNTRY: Cayman Islands

Cayman Islands Offshore Company – Exempt Company

Legal form: The Companies Law 1961 (as amended, chiefly in 1990 and 1995) is based on English law and is the main law governing companies in Cayman. There are four company types which are commonly registered in Cayman under the Companies Law: Ordinary Resident Company, Ordinary Non-Resident Company, Exempt Company and Exempt Limited Duration Company. The most popular form of offshore operations in Cayman Islands used by international investors is exempt company. A Cayman Islands Exempt company has all the powers of a natural person. An Exempt Company cannot trade within the Cayman Islands and own real estate in the Cayman Islands. It also cannot undertake the business of banking, insurance business or mutual fund business; it cannot solicit funds from the public unless licensed.

Name of the company: There is no requirement to utilize a suffix to denote limited liability, although normally companies are incorporated to include the suffixes Limited, Incorporated, Corporation or their abbreviations. The following names to be used, require licensing: Bank, Insurance, Assurance, Re-Insurance, Trust, Trustee, Savings, Royal, Asset management, Fund Management, Investment Fund, Building Society, Municipal, 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 Registrar of Company receives a translation thereof. The corporate documents will however be in English.

Memorandum and Articles of Association: In order to incorporate exempt company in Cayman, the Memorandum and Articles of Association must be submitted to the Registrar of Companies, 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.             

Shareholders: 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 records.

The share capital: There is no specific minimum capital requirement. The minimum is US$ 1, but it is normal to incorporate with an authorized share capital of US$ 50,000 divided in to 50,000 common voting shares of US$ 1 each, this being the maximum for the minimum capital duty payable to the Registrar of Companies. The minimum issued share capital is one share of no par value or one share of par value. Registered shares of par or no par value, bearer shares, preference shares, redeemable shares and voting or non-voting shares are permitted.

Directors of the company:  An exempt company must have at least one director, which can either be an individual or a body corporate. Directors can be of any nationality or residence, and need not also be shareholders. Directors’ register is not available for public inspection.

Registered office and secretary: Every Cayman Islands company must have Registered Office there. 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, who can be an individual or a body corporate.

Taxation: Caymanians and Caymanian companies are not subject to any form of direct taxation in Cayman Islands. The exempt company provides the additional benefit of a tax exemption certificate granted for a period of up to 20 years as a safeguard against the very unlikely event the Islands introduce a system of company taxation.

Audit and financial returns: 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 a company.

Meetings: An exempt company has to hold one director’s meeting a year in Cayman (but may use proxies). Shareholders meetings may be held outside Cayman, by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy.

Time needed for formation: Usually it is 3 working days, but we need up to 10 working days for legalization of the documents and delivery by courier.

In order to proceed with the formation of the Cayman Exempt Company please visit our  how do I start  page and then proceed to  filling in our application form