Registration in Cayman Islands

It must not contain sensitive words which are prohibited by legislation. The following words are prohibited: “Building Society”, “Chamber of Commerce”, “Chartered”, “Cooperative”, “Imperial”, “Municipal”, “Royal”, “Assurance” “Bank”, “Insurance”, “Trust” and any other words implying connection with university or professional association or any connection with the Government activity prohibited by the Law.

The company’s name must not be very similar to existing names on the registrar and it must not contain improper or objectionable words. It must end with a word or abbreviation signifying a corporate body or limited liability, for example such words are “Limited”, “LTD”, “Corporation”, “Corp”, “Incorporated”, “Inc.” etc.

A Cayman Islands Exempted Company is required to have a registered office address in the Cayman Islands, which must be provided by an authorised registered agent in the Cayman Islands.

One director is the minimum required. There is no requirement for them to be locals and there is no requirement regarding the place and frequency of board meetings.

A corporate entity or a natural person can be appointed as directors. The directors details are not registered on the public record and cannot be accessed by the public, those details are only held by the registered agent of the Cayman Islands, who is bound by the law to keep this information.

The appointment of a secretary is not mandatory, but optional.

One shareholder is the minimum required. There is no requirement for them to be locals and a corporate entity or a natural person can be appointed as shareholders. There is no requirement regarding the place and frequency of shareholders meetings.

The shareholders details are not registered on the public record and cannot be accessed by the public, those details are only held by the registered agent of the Exempted Company who is bound by the law to keep this information.

The beneficial owners’ details are registered on the public record but they cannot be accessed by the public since the register is confidential.

The owners of an Exempted Company are free to determine any amount as the authorised capital at incorporation and it can be de-nominated in any currency, though the US Dollar is mostly preferred and the amount of USD 50,000 is suggested. The authorised capital is the maximum amount of capital that the company is authorised by its constitutional documents to draw from its shareholders in exchange of shares issued.

A Cayman Islands Exempted Company may have registered shares, with or without par value, with or without voting rights, preferential or common and may be issued in any currency. Bearer shares are not permitted.  

No requirement is imposed on minimum paid up capital at incorporation, this means that the owners of an Exempted Company are not required to set a deadline as to when such capital must be paid up.

An Exempted Company in the Cayman Islands can be incorporated within 2-3 days. The Cayman Islands is considered to have one of the fastest registries worldwide.

Ready-made but unused Exempted Companies are available in the Cayman Islands, in case you are in need of a quicker incorporation process.

If the Exempted Company is carrying out certain types of business, it must meet specific physical presence requirements and conduct its main activities which generate income, inside Cayman Islands. This means that the management and control of the Exempted Company must be in Cayman Islands, thus, the company must have enough premises, amount of expenditures and employees within the jurisdiction, based on its business activity and size. The types of business are stated below:

Banking, Insurance, Finance and Leasing, Distribution and Service Centre (purchasing assets from other entities belonging in same group or providing services to entities in the same group), Shipping, Intellectual Property, Headquarters Business and Holding companies.

Exempted Companies carrying out the above types business, are also required to file annual returns. There is a scale of substance requirements based on the type of business; holding companies are subject to low-level requirements compared to high-risk IP business (companies which purchase IP from other entities belonging in the same group, leasing it back to the group and receiving revenues for this) are subject to high-level requirements. There is an exemption to the physical presence requirements for Exempted Companies which prove that they are tax residents and have substance in a different jurisdiction other than the Cayman Islands.

The Exempted Company must keep accounting records at its registered office in Cayman Islands, about its assets and liabilities to reflect accurately its financial situation. The Exempt Company is not required to file its accounting records, nor is required that those accounts be audited. However, there is a requirement to fill the annual returns, with the conformation that the company does not conduct the business in the territory of the Cayman Islands.

There is an exemption in the jurisdiction of Cayman Islands from any tax on income or profits for Exempted Companies, given that the company does not carry any business within the territory of Cayman Islands. In addition, Cayman Islands imposes no tax on dividends, earnings, rental income, interest and royalties and revenues.