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| 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. |
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| 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$
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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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| 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
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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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