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CAYMAN ISLANDS
TAX EXEMPTED COMPANY

COMPLIANCE INFORMATION

 

A Cayman company can be formed in 24 hours.

We have a wide experience of international finance involving Cayman SPV's used as holding companies for asset protection, real estate, shares, general assets or IP rights, structured finance, project finance and investment fund formation.

GENERAL INFORMATION

Introduction
The Cayman Islands consists of a group of three islands in the Caribbean: Little Cayman, Cayman Brac and Grand Cayman. The main Island, Grand Cayman, is situated approximately 480 miles southeast of Miami.

Population
The population is approximately 55,000.

Political Structure
The Cayman Islands are a British colony and therefore the United Kingdom Parliament at Westminster retains the right to legislate. A “Governor” who is appointed by Queen Elizabeth II heads the Cayman Islands Government.

There is a Legislative Assembly consisting of 18 seats; 3 appointed members from the Executive Council (Financial Secretary, the Attorney General, and Administrative Secretary) and 15 members elected by popular vote. An Executive Council, consisting of three official members appointed by the Governor and four members elected by the Legislative Assembly, formulates policy and advises the Governor. Appointments are to a four-year term.

Infrastructure and Economy
The economy of the Islands is strong, enjoying full employment with most of the revenue being derived from the financial services sector and tourism.

Miami is one hour away by air and the Island has direct air links with New York, Atlanta, Tampa, Houston and Jamaica. The Islands are a popular cruise-ship stop.

Language
The official and spoken language is English.

Currency
Caymanian Dollar.

Exchange Control
None.

Type of Law
Common Law based on English Common Law.

Principal Corporate Legislation
The Company Law of the Cayman Islands is based on the English Companies Act of 1948 and can be found in the Cayman Islands:

Companies Law 1961
Companies Law (2007 Revision)
Companies (Amendment) (No 2) Law 2009
Companies (Amendment) Law 2010
Companies (Amendment) Law 2011

COMPANY INFORMATION
Procedure to Incorporate
For Exempt Companies by submission of the Memorandum and Articles of Association and registration fee to the Registrar of Companies, together with a sworn statement 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.

Restrictions on Trading
Cannot trade within the Cayman Islands; own real estate in the Cayman Islands. or undertake the business of banking, insurance business, or mutual fund business unless licensed. Cannot solicit funds from the public.

Powers of Company
A Cayman Islands Exempt company has all the powers of a natural person.

Language of Legislation and Corporate Documents
English. An Arabic language facility was enabled in 2007.

Registered Office Required
Yes, must be maintained in the Cayman Islands.

Time to Incorporate
Two days.

Name Restrictions
Bank, insurance, assurance, reinsurance, trust, municipal, charter, co-operative, their foreign language equivalents or any name that, in the opinion of the Registrar, would suggest a connection with a Royal family or Government authority.

Language of Name
Names can be expressed in any language using the Latin alphabet, Chinese or Arabic, if the Registrar of Company receives a translation thereof. The corporate documents will however be in English.

Names Requiring Consent or a Licence
Bank, building society, savings, loans, insurance, assurance, reinsurance, fund management, asset management, trust, trustees or their foreign language equivalent.

Suffixes to Denote Limited Liability
There is no requirement to utilise a suffix to denote limited liability, although normally companies are incorporated to include the suffixes Limited, Incorporated, Corporation or their abbreviations.

Disclosure of Beneficial Ownership to Authorities
No requirement.

COMPLIANCE
Authorised and Issued Share Capital
The minimum is US$1, but it is normal to incorporate with an authorised share capital of US$50,000; divided in to 50,000 common voting shares of US$1, 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.

Classes of Shares Permitted
Registered shares of par or no par value, preference shares, redeemable shares and voting or non-voting shares.

Bearer shares may be issued but must be held by an authorised depository.

Taxation
There is no form of taxation in the Cayman Islands relating to individuals, corporations or trusts.

Double Taxation Agreements
The Cayman Islands has no double tax agreements.

Licence Fees
For exempt companies:
- with a share capital not exceeding US$50,000 - US$854
- with a share capital greater than US$50,000 but not exceeding US$ 1 million - US$1220
- with a share capital greater than US$1,000,000 but not exceeding US $ 2 million - US$2420

Financial Statements Required
Companies (Amendment) Law 2010 states that “Every company shall cause to be kept proper books of account including where applicable, material underlying documentation including contracts and invoices. Such documentation must be retained for a minimum period of five years from the date on which they are prepared”. Failure to retain such records shall be subject to a penalty of $5,000.

Unregulated exempt companies do not need to file accounts.

Directors
The minimum number of directors is one. The directors may be natural persons or bodies corporate. The directors may be of any nationality, and need not be resident in the Cayman Islands.

Company Secretary
The Cayman Islands Companies Ordinance does not make any specific reference to a requirement for a company secretary. However, it is customary to appoint one, who may be either a natural person or a body corporate.

Shareholders
The minimum number of shareholders is one.

SIBL (SECURITIES INVESTMENT BUSINESS LAW (2011 Revision) “the SIBL”)
The SIBL applies to all entities organised or established in the Cayman Islands which are engaged in the course of securities investment business, whether or not that business is actually carried out in or from the Cayman Islands.

Under the SIBL “securities investment business” includes dealing in securities, arranging deals in securities, managing securities and advising on securities and “securities” are widely defined to include shares, partnership interests, units in unit trusts, debt instruments, warrants, options, futures and contracts for differences.

All entities to whom the SIBL Law applies are required to hold a licence appropriate to the securities investment business they intend to conduct in the Cayman Islands, save for those falling within certain exemptions detailed under Schedule 3 (Excluded Activities) or Schedule 4 (Excluded Persons). Persons engaged in securities investment business must hold either a:

Securities Investment Business Licence, or be Registered as an Excluded Person.

Applications for a licence are made to the Cayman Islands Monetary Authority (“CIMA”) in the prescribed form and annual licence fees range from US$2,500 to US$10,000 depending on the category of licence required.

These categories are:
Broker Dealer
Broker Member
Securities Manager
Securities Advisor
Securities Arranger
Market Maker

Anyone who carries on or purports to carry on securities investment business without the appropriate licence is guilty of a criminal offence. The penalties on conviction are severe: up to a year’s imprisonment and a fine of US$125,000 and, in the case of a continuing offence, a fine of US$12,500 for each day during which the offence continues.

CAYMAN ISLANDS
COMPLIANCE MEMORANDUM

COMPLIANCE FOR INDIVIDUALS
COMPLIANCE FOR CORPORATE ENTITIES
COMPLIANCE FOR PARTNERSHIPS

FOR INDIVIDUALS
1 Copy of passport photo page, driving license or identity card, preferably in color, showing clear photo identification, date of birth and signature, certified as a true copy of the original by a notary or by a "respectable professional" such as a lawyer or accountant and should clearly state his/her name, address, telephone number and professional designation. Where the photo ID does not include the nationality of the individual, this information should be provided separately.

2 Verification of current residential address in the form of an original recent utility bill (or notarized or certified copy thereof). Verification can also be obtained in the form of a reference letter from a respected professional. A mobile phone bill; bank/credit card statement or driver's license may not be used for verification of address.

3 Reference from a bank with which there has been a business relationship for a minimum of two years. Alternatively, a reference can be provided from a "respectable professional" such as a lawyer or accountant; if the bank reference does not come from a "Schedule 3" country (i.e. a country considered by our regulators to have equivalent anti-money laundering legislation to our own, a professional reference will also be required; the reference(s) should detail the length of time the relationship has been established, the nature of the relationship, confirmation that all transactions have been completed in a satisfactory manner and any other relevant details such as the professional qualifications and/or business experience or occupation of the individual. References must be addressed to Bell Rock Compliance and must name the subject of the reference in full and give full contact details including telephone number of the reference provider.

4 Explanation of the proposed transaction including details of the source of funds involved (eg from salary, business, inheritance).

FOR CORPORATIONS
1 Certified Copy of Certificate of Incorporation/Registration and evidence of Good Standing.

2 Certified Copy of Memorandum & Articles of Association or By-Laws (or the equivalent).

3 Details of the registered office and the address from which the business is transacted.

4 Nature of the business of the Company.

5 Certified copy of Registers of Members/Shareholders/Investors showing addresses and amounts or percentages of contributions.

6 Certified copy of Register of Directors (if directors are appointed).

7 Structure chart, showing holdings up to the ultimate beneficial owners and identifying the % holding of each such ultimate beneficial owner (if appropriate).

8 Bankers reference (if bank account held).

9 Audited financial statements (if prepared).

10 Individual identification documents (see paragraph 1 above) in respect of the majority of directors, if appointed. In the event that the directors are corporations, the same documents are noted hereunder will be required, together with the appropriate individual identification documents for the ultimate principals and directors.

11 Individual identification documents (see paragraph 1 above) in respect of all beneficial owners with a 10% or greater interest.

12 Explanation of the proposed transaction including details of the source of funds involved (ie derived from what business or transaction).

FOR PARTNERSHIPS
1 Certified Copy of Certificate of Registration and evidence of Good Standing.

2 Certified Copy of Partnership Agreement.

3 Details of the registered office and the address from which the business is undertaken.

4 Nature of the business of the Partnership.

5 Certified Copy Register of Limited Partnership Interests.

6 Identification documents in respect of the General Partner and at least one Limited Partners/ Authorised Signatory with control. However, where the General Partner has full control, confirmation of such and identification documents on General Partner solely required (see paragraphs 1 and 2 above, as applicable).

7 Partnership authorisation of transaction, including details of the source of funds involved (ie derived from what business or transaction).
In circumstances where the corporation or partnership is a financial institution subject to supervision by a Regulator in a Schedule 3 country or is listed on an "approved" exchange (see Appendix 2) full due diligence documentation may not be required.

Disclaimer
Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal or other professional advice. Our Firm does not accept any responsibility, legal or otherwise, for any errors or omission.

 

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