Trust and Corporate Services

The Companies Law (2004  Revision)

There are over 35,000 companies currently registered in the Cayman Islands. The integrity and the sophistication of the Cayman Islands’ jurisdiction prove a powerful combination for those individuals, institutions and advisers looking to incorporate an offshore company. With a legal system based on the English legal system, the Cayman Islands Companies Law follows many of the concepts established and upheld in England.

The Companies Law provides for the incorporation of two types of company, the ordinary company and the exempted company with possible variations to each. Companies may be limited by share, limited by guarantee or be unlimited. There is no legal distinction between private and public companies. A fee, based on the authorised capital of the company, is payable upon registration and annually each January thereafter, for all types of company. The Registrar of Companies oversees all filing and other statutory requirements, with a list of fees payable published every year.

In addition, under the terms of the Companies Law, companies incorporated in jurisdictions other than the Cayman Islands may apply to be registered in the Cayman Islands as foreign companies.

The Companies Law includes a number of requirements that apply to all categories of company, similar to those contained in English companies law. Some of the statutory requirements are as follows:

• The display of the company’s name at its registered office.

• Maintenance of a minute book which contains the Certificate of Incorporation, a certified copy of the Memorandum and Articles of Association, copies of the minutes of directors’ and shareholders’ meetings, written resolutions of the directors or shareholders, annual returns, letters of resignation of the directors or other officers, copies of the issued share certificates and share transfer forms and a copy of the tax exemption certificate, if appropriate.

• Maintenance of the company’s registers, which should be contained in the minute book of the company. These registers are the register of members of the company, the register of directors and officers of the company and the register of charges and mortgages. All of these registers are required by law to be kept at the company’s registered office and must contain certain information.

• Changes of directors or officers must be notified to the Registrar of Companies and the register mentioned above must be amended to detail the date of any change. The resolution(s) appointing new directors or officers and accepting resignations must be filed on the minute book.

• Any increase or decrease in the share capital of the company, alteration of the Memorandum or Articles of Association, change in the location of the registered office or of the name of the company must be notified to the Registrar of Companies.

• Any special resolution passed by the shareholders must be filed with the Registrar.

• All companies must keep proper books of account. These do not need to be kept at the company’s registered office. Under the terms of the statute, the books of account must show a true and fair view of the company’s affairs and transactions.

• An annual return must be filed with the Registrar of Companies at the beginning of every calendar year together with the appropriate fee, which varies according to the type of company and its authorised share capital.

•   A fee is payable to the Cayman Islands' Government upon any filing made with the Registrar.

Failure to comply with the notification or filing requirements may result in the imposition of a penalty, which can accrue on a daily basis until the appropriate filing is made.

Under the terms of s.175 of the Companies Law the Registrar may strike a company off the register where he has reasonable cause to believe that a company is not carrying on business or is not in operation. Upon striking off the company will be dissolved and any assets will vest in the Financial Secretary for the benefit of Cayman Islands and shall be subject to the disposition of the Governor in council.