> Fact Sheet
--- Introduction
--- Law and Taxtaion
--- Corporate Requirements
> Services Agreement



> Related Information
- Maintenance Guidelines
1.Company Names
2.Share Capital
3.Government Fees
4.Renewal Date
5.Registered Offices & Registered Agent
6.Directors and Register of Directors
7.Shareholders and Register of Shareholders
8.Secretary
9.Registration of Charges
10. Public Access to Registrar¡¯s Records
11.Minutes & Resolutions
12.Alteration of Share Capital
13.Alteration of Memorandum and Article of Association
14. Books of Accounts
15.Meetings
16.Annual Returns
17.Due Diligence Requirements
18.Confidentiality
 
This guideline contains only a summary of some of the relevant provisions of relating to Cayman Islands Exempted Companies as contained in the Companies Law (as amended)(¡°the Act¡±). They are not intended as a substitute for reading of the Company's Articles of Association and the Ordinance, nor is it intended as a substitute for professional advice.

1.Company Names:
Companies need not use "Limited" in their name. Usual restrictions apply to some names. Change of company name should be made by special resolution lodged with the Registrar. Names may be approved in advance while preparing incorporation or name change documentations and can be reserved for a nominal fee.

Chinese names are permitted. A registration certificate issued bearing both the Chinese name and English translation will cost additional USD 175.00 of Registry approval fee and disbursement. Formal name check approval on Chinese names prior to incorporation is not available. In the event that the Chinese name is not approved by the Registry (at time of incorporation), the company may proceed with English name only, or may submit an amended Chinese name for approval. A handling charge of USD150 will apply for each additional name submitted. The Registry approval fee is not refundable if the company proceeds with an English name only.
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2.Share Capital:
Companies may issue shares of different classes, with or without par value and in one or more currencies.
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3.Government Fees
Authorized Capital
US$
Government Fees
US$
Registered Office &
Agent Fees (US$)
Total
(US$)
¡ÜUS$50,000 580.00 1000 1,580
£¾US$50,000 but ¡ÜUS$1,000,000 810.00 1000 1,810
£¾US$1,000,000 but ¡ÜUS$2,000,000 1,700.00 1000 2,700
£¾US$2,000,000 2,400.00 1000 3,400
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4.Renewal Date:
The Annual Fees plus once off incorporation fee are payable in full amount on the date of incorporation. The next Annual Fees renewable by 1st of January of the following calendar year regardless of the date of incorporation.
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5.Registered Offices & Registered Agent
Companies must have a Registered Office and a Registered Agent provided by a licenced trust company or a company management company. Annual retainer fees for Registered Office and Agent were included in the quotations above.
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6.Directors and Register of Directors
Companies must have at least one director and corporate directors are permitted. An exempted company is required by law to keep a Register of Directors containing names and addresses of directors with the Registerd Office. It also must send to the Registrar a copy of such register of which is not open for public inspections.

Changes must be notified to the Registry within 30 days. Any change of directors must be notified to the Registrar within 30 days. Any company in default may be liable to fine of CI$10 per day up to a maximum of CI$500 (equivalent to US$610). Any additional directors must provide details to comply with Cayman Islands due diligence requirements.
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7.Shareholders and Register of Shareholders
Companies should have at least one shareholder and whilst the corporate legislation does permit bearer shares, in practice they are not encouraged. Details of the beneficial owner must be disclosed to the corporate management company providing the registered office.

The Register of Members contains the name and address of each of the company¡¯s shareholders, the number of shares held, the date of transfer and the person to whom the shares are transferred. The Register of Member is not a public record.
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8.Secretary
Not required
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9.Registration of Charges
Not required to be filed with the Registrar, however, a Register of Mortgages must be kept at the Registered Office and is open for any creditors or members¡¯ inspections.
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10. Public Access to Registrar¡¯s Records
No public access to Registrar¡¯s records pursuant to the Confidential Relationships (Preservation) Law.
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11.Minutes & Resolutions
Minutes or Resolutions must be kept by each company and may be kept outside the Cayman Islands.

Special resolutions may be passed by signed written instrument and notice dispensed with if signed by all members entitled to vote. Copies of special resolutions must be filed with the Registry no later than 15 days after their passing. A copy of all special resolutions must be annexed to any copies of Articles of Association subsequently issued.
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12.Alteration of Share Capital
Alteration other than reductions of Share Capital must be by members¡¯ ordinary resolutions. Where the capital is increased the Registrar must be notified within 30 days and a capital duty is payable of one-tenth of percent of the increased value of the share capital, with a maximum of US$1,464 per case, government filing fee of US$35 plus professional handling fee. Reductions of share capital require a special resolution and confirmation by the Court.
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13.Alteration of Memorandum and Article of Association
By special resolutions except in relation to change of capital.
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14.Books of Accounts
Although books accounts do not need to be filed with the Registry, all companies must keep proper books of accounts. The books of account must be such as are necessary to give a fair and true view of the state of the company¡¯s affaires and explain its transactions. If the company is not regulated by the Cayman Monetary Authority, its accounts need not be audited.
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15. Meetings
Neither Members¡¯ nor Directors¡¯ Annual General Meeting is required.
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16.Annual Returns
An Annual Returns (¡°AR¡±) together with the appropriate annual return fee must be submitted to the Registrar in January each year immediately following incorporation. Please note that AR cannot be submitted unless cleared funds have been received.

Penalites for late payment of Annual Fees or Late Filing of Returns
Up to 31st March NIL
Between 1st April to 30th June 33.33% of the annual fee
Between 1st July to 30th September 66.67% of the annual fee
Between 1st October to 31st December 100% of the annual fee

A company which has not filed its annual return or paid its annual fee within one (1) year of its due date will be struck off the Register and any assets held by the company will vest in the Cayman Islands government.
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17.Due Diligence Requirements
In 1996 the Cayman Islands introduced a ¡°Proceeds of Criminal Conduct Law¡±, in 2000 Money Laundering Regulations were introduced and in April 2001, Guidance Rules for the financial services industry were prepared by the Cayman Islands Monetary Authority..

The ultimate purpose of the laws is to reduce the possibility of Cayman Islands companies being used for money laundering and other illicit activities that will impact on the reputation and good standing of the Cayman Islands as a quality offshore Jurisdiction.

As a result, Due Diligence as detailed in the attached Questionnaire must be completed before any Cayman Islands company can be incorporated.
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18. Confidentiality
The Confidential Relationship (Preservation) Law makes it a criminal offence to divulge confidential information or to wilfully obtain or attempt to obtain confidential information relating to a Cayman Islands company.
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