Setting Up A Cayman Islands Company

Setting up a Cayman Islands
Company
SETTING UP A CAYMAN ISLANDS COMPANY
The following information relates to the formation of an exempted company as

provided by the Companies Law (as Revised) of the Cayman Islands (the
“Companies Law”).
Government Fees on Formation
1. The government fees payable upon registration of a Cayman Islands

exempted company and at the end of each calendar year are based on
the authorised, not the issued, share capital of the company. These fees
are set out below:
Authorised Capital Incorporation Fee Annual Fee

US$ US$ Not
exceeding US$50,000 731.71 853.66
Between US$50,001 and US$1,000,000 1,097.56 1,219.51
Between US$1,000,000 and US$2,000,000 2,297.56 2,419.51
Above US$2,000,000 3,009.76 3,131.71
Structuring
3. Assuming that the Cayman Islands company is not carrying on banking

business, the issued share capital can be entirely nominal. It is usual for
a representative of Stuarts Walker Hersant Humphries to be a subscriber
to the Memorandum and Articles of Association and to agree to take the
minimum of one share.
4. After formation all the issued share capital can be held by one
shareholder of record and the subscriber’s one share will be repurchased
automatically accordingly.
5. It is not necessary that any of the shareholders, directors or officers be

resident in the Cayman Islands.
6. The Board of Directors can be comprised of such number of persons as

may be desired, although it is usual for the Board of Directors to consist
of at least two persons (please also note that companies regulated or
registered with the Cayman Islands Monetary Authority may be required
to appoint at least two directors). No officers are required by law,
although it is sometimes convenient for a company secretary to be
appointed. Where required Stuarts Walker Hersant Humphries can
appoint a representative to act as company secretary and director.
7. It is not necessary for an exempted Cayman Islands company to hold an

annual general meeting of its shareholders, although one can be held
either within or outside the Cayman Islands if desired.
8. There is no requirement that any meetings of the Board of Directors be

held in the Cayman Islands.
9. It is not necessary that the company have its accounts audited annually,
or that its accounts be filed with the authorities in the Cayman Islands
(please note that a company registered or licensed with the Cayman
Islands Monetary Authority may be required to file audited accounts).
However, under Section 59 of the Companies Law, the company is
required to keep books of account which give a true and correct view of
its affairs. The books of account can be held anywhere in the world.
Registered Office
10. It is necessary that a Cayman Islands company maintains a registered

office in the Cayman Islands, which Stuarts Corporate Services Ltd. can
provide. The current registered office fee, as referred to above, is
US$2,500 per annum and is pro-rated for part years. In certain cases
where the company is subject to additional regulations under other
legislation, e.g. banks, trust companies, insurance companies and funds
etc., the fee may be higher. In addition, the register of directors and
officers (a copy of which must also be filed with the Registrar of
Companies) and the register of mortgages and charges are held at the
registered office. It is not a legal requirement that the register of
shareholders be held at the registered office, but this is often the case.
The minute books of the Company may be held at the registered office or,
elsewhere. If they are held elsewhere, Stuarts Walker Hersant
Humphries will normally keep a duplicate set so that it can be kept
informed of the Company's affairs and ensure ongoing compliance with
the laws of the Cayman Islands.
11. The ongoing statutory requirements under the Companies Law are
relatively simple. A Cayman Islands company must notify the Registrar of
Companies of any changes to its memorandum and articles of
association or its directors and officers. It must also file a short
declaration each January at the time of paying the annual fee, which
return simply confirms that the company has notified the Registrar of any
changes to its memorandum or articles of association and has not
conducted any local business within the Cayman Islands. As part of its
services in cases where it maintains the registered office, Stuarts
Corporate Services Ltd. attends to the necessary filing requirements
under the laws in the Cayman Islands.
Late Filings
12. Please note that the deadline for notifying the Registrar of Companies of
any changes to the Registered Office address, or the Register of
Directors and Officers is 30 days from the change. This will be deemed
to be the date of the resolutions or earlier in the case of a resignation if
the resignation pre dates the resolutions. Failure to notify the Registrar
within this time period will result in penalties being incurred of US$12.20
per day the company remains in default. This penalty fee may be capped
at US$610 at the discretion of the Registrar.
14. The same period and penalties will also be incurred if the Registrar of
Companies is not informed of any changes in authorized share capital
within 30 days.
13. The Registrar of Companies will also require notification for any change
of company name, any alterations to the Memorandum and/or Articles of
Association or any special resolutions passed by the company within 15
days of the date of the resolution.
Company Secretary
13. Stuarts Walker Hersant Humphries can supply a secretary or assistant

secretary to the company for which service it currently charges US
$750.00 per annum.
Duties
14. There are no forms of relevant direct taxation in the Cayman Islands
whatsoever, although stamp duty may be payable on documents
executed in or subsequently brought to the Cayman Islands in original
form, unless exempt.
15. The above information relates to "exempted" companies. A Company

designated as "ordinary non-resident" may also prove a suitable vehicle.
The exempted company may apply to the Governor in Council for (and
expect to obtain) an undertaking that the company will be exempted for a
period of twenty years from issue from payment of taxation on profit,
capital gains or inheritance should such legislation be introduced in the
Cayman Islands. This is at present of academic interest as no such
taxation is currently levied in the Cayman Islands. Further information on
ordinary non-resident companies is available on request.
16. It should be noted that Stuarts Walker Hersant Humphries do not advise
on matters other than in respect of the laws of the Cayman Islands and do
not advise with respect to the securities, tax and other relevant
regulations in other jurisdictions.
Setting up a Cayman Islands Company

GUIDANCE NOTE
This publication is for general guidance and is not intended to
be a substitute for specific legal advice. Specialist advice should
be sought about specific circumstances. If you would like
further information please contact:
Chris Humphries
Managing Director
Tel: (345) 814-7911
[email protected]
Aaron Walker
Senior Associate
Tel: (345) 814-7930
[email protected]
Simon Yard
Associate
Tel: (345) 814-7931
[email protected]
James Smith
Associate
Tel: (345) 814-7932
[email protected]
Stuarts Walker Hersant Humphries is a leading Cayman Islands

legal practice with international reach. Offering a full range of
corporate and commercial legal advice together with a constant client
focus, our experienced attorneys assist our clients on their most
significant and challenging commercial transactions, structures,
liabilities and obligations.
Our proven track record in advising leading international Law Firms,

Investment Managers, Investment Companies and High-Net-Worth
individuals is a result of the deep understanding of our markets.
At Stuarts, we strive to build and maintain lasting relationships with

our clients through the combined legal expertise and business acumen
of our practice groups and by providing outstanding service.
4th Floor Cayman Financial Centre, 36A Dr. Roy’s Drive Tel: (345) 949-3344 Fax: (345) 949-2888
P.O. Box 2510, Grand Cayman, KYl-1104, Cayman Islands [email protected] stuartslaw.com

Setting Up A Cayman Islands Company

Uploaded by

Copyright:

Available Formats

Setting Up A Cayman Islands Company

Uploaded by

Document Information

Original Description:

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Setting Up A Cayman Islands Company

Uploaded by

Copyright:

Available Formats

Setting up a Cayman Islands

The following information relates to the formation of an exempted company as

Government Fees on Formation

1. The government fees payable upon registration of a Cayman Islands

Authorised Capital Incorporation Fee Annual Fee

exceeding US$50,000 731.71 853.66

Between US$50,001 and US$1,000,000 1,097.56 1,219.51

Between US$1,000,000 and US$2,000,000 2,297.56 2,419.51

Above US$2,000,000 3,009.76 3,131.71

3. Assuming that the Cayman Islands company is not carrying on banking

5. It is not necessary that any of the shareholders, directors or officers be

6. The Board of Directors can be comprised of such number of persons as

7. It is not necessary for an exempted Cayman Islands company to hold an

8. There is no requirement that any meetings of the Board of Directors be

10. It is necessary that a Cayman Islands company maintains a registered

13. Stuarts Walker Hersant Humphries can supply a secretary or assistant

15. The above information relates to "exempted" companies. A Company

Setting up a Cayman Islands Company

Stuarts Walker Hersant Humphries is a leading Cayman Islands

Our proven track record in advising leading international Law Firms,

At Stuarts, we strive to build and maintain lasting relationships with

You might also like