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Cayman Islands

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Cayman Islands CAYMAN ISLANDS Corporate Services The advantages of structuring investments and business operations in the Cayman Islands are recognized throughout the world and the incorporation and administration of Cayman Islands companies is an integral and significant part of the financial services industry – there are currently over 90,000 companies registered with the Registry of Companies. The Cayman Islands office of Rawlinson & Hunter provides corporate services through The R&H Trust Co. Ltd., a licensed trust company wholly owned and operated by the Cayman firm. Partners: A Cayman Islands company can be used for a range of purposes including investment funds, trading companies, Richard Douglas captive insurance companies, private trust companies, William Walmsley yacht and aircraft ownership, real estate holding, the Alan Milgate ownership and licensing of patents, special purpose Tamara Corbin vehicles and other corporate structures. The reasons why many leading financial institutions, public companies and wealthy families have chosen to register companies Rawlinson & Hunter in the Cayman Islands include: and The R&H Trust Co. Ltd. • A strong and trustworthy legal system including a Companies Law based to a large extent on earlier Windward 1 Companies Acts of England. The court system is well Regatta Office Park developed and highly regarded internationally PO Box 897 Grand Cayman KY1-1103 • Reasonable reporting requirements; CAYMAN ISLANDS • Flexibility with regard to share structure; T +1 (345) 949 7576 F +1 (345) 949 8295 E [email protected] • A framework for privacy where the protection of the www.rawlinson-hunter.com legitimate business interests of clients is safeguarded • Tax neutrality – there are no corporation, capital gains, payroll, property or withholding taxes on any type of company whether domestic or foreign. Investors/shareholders should always obtain tax advice in their jurisdiction of tax residency prior to investing in a Cayman Islands company • Speed of incorporation – a company can be incorporated in one day subject to completion of all anti-money laundering proceduress • Provision of world class professional services across all sectors of the financial industry Cayman Islands companies Exempted Companies A company is incorporated in the Cayman Islands by A company may apply to be registered as exempted if its filing its Memorandum and Articles of Association with objects are to be carried out mainly outside the Islands. the Registrar of Companies. The Memorandum of Association must state the name of the company, its Exempted companies are the vehicle that we would registered office and the liability of the members. It normally recommend to clients wishing to establish a will also define the objects and powers of the company. company for international business. While they may not The Articles of Association prescribe the regulations carry on business in the Islands, except in the furtherance governing the conduct of the company’s affairs. of their business abroad, they may operate an office in Cayman as well as bank and brokerage accounts and Cayman Islands companies can be structured to exercise all other powers for the purpose of carrying on provide limited liability, either by shares, guarantee business outside Cayman. Their special features include: or a hybrid of both. Companies with unlimited liability are also permissible although less common. The • The entitlement to apply for an undertaking from the business of a company is managed by its directors. Cayman Islands Government, guaranteeing freedom from tax on income, profits and capital gains for a period The two most common corporate vehicles in the of up to thirty years Cayman Islands are exempted companies and ordinary companies. Companies incorporated in • Annual reporting requirements are minimal, an annual other jurisdictions may register in the Cayman Islands declaration must be made that the company has carried as foreign companies. on its business outside the Cayman Islands and has complied with certain sections of the Companies Law • The name of the company need not include the word “Limited” or the abbreviation “Ltd.” • They may issue shares without nominal or par value; • Exempted companies may deregister in the Cayman Islands and transfer by way of continuation to another jurisdiction which permits such transfers. Similarly companies in other jurisdictions may register by way of continuation as an exempted company in the Cayman Islands • The identity of the shareholders of an exempted company is not a matter of public record and is not filed with any government authority • Subject to the Articles of Association of the company, there is no requirement to hold an annual general meeting of the shareholders CAYMAN ISLANDS Ordinary Companies Other features of Cayman Islands companies Ordinary companies can be designated as either resident • A company can be incorporated with or without or non-resident. Resident companies are used for onshore limited liability; domestic enterprises and are subject to the provisions of the Local Companies Control Law. • The liability of the members of a company may be limited either: by the amount, if any, unpaid on the A non-resident company is an ordinary company shares, or by guaranteeing such amount as the which holds a non-resident company designation issued members may undertake to contribute to the assets following a formal undertaking that the company does not of the company in the event of it being wound up. intend to carry on business in the Cayman Islands. This is an alternative to the more commonly used exempted • The shares of a company may be redeemed or company. However, non-resident companies do not benefit repurchased by the company out of profits or share from the special features of exempted companies, premium and out of capital provided that the company highlighted above. remains solvent after any payment out of capital The register of members of an ordinary company is open to public inspection and the annual return to government • A company can utilise its share premium account in must state the names and addresses of members, directors such manner as the company may determine subject and officers as well as the amount of paid-up capital. An to its Articles of Association ordinary non-resident company may re-register as an exempted company. • The share capital of a company may be designated in single or multiple currencies There are a number of other options for incorporation and further information on the following vehicles can be • A company must maintain proper books of account in provided on request: any currency and in any location • Limited Duration companies • A company must have a registered office in the Cayman Islands and maintain certain statutory records • Segregated portfolio companies at that office. • Exempted limited partnerships • Unlimited liability companies Our Services Other services offered by our corporate department include: We offer a full range of corporate services and have built a strong reputation for consistently providing an efficient, • Provision of registered office and secretary or assistant professional and cost-effective service. Our client base secretary to facilitate the company’s compliance with its includes international private and public companies, private annual statutory requirements such as annual general equity and banking groups requiring complex structures as meetings of the shareholders, attending to the annual well as individuals requiring a holding company for specific statutory declaration and payment of government fees, personal investments such as real estate, yachts and maintenance of the minute book and updating corporate aircraft ownership. registers as needed; We can provide full incorporation services including the • Provision of company secretarial services including provision of subscribers to the Memorandum of Association, preparation of draft resolutions where requested and holding the first directors’ meeting to attend to initial formalities additional government filings as required by law; and preparation of registers and share certificates. We have available standard Memorandum and Articles of • Provision of certificates and certified registers Association, which are regularly updated by local attorneys. as required; Our corporate team can attend to the formation of a company within 24 hours if needed (provided all the documentation is in • Provision of nominee shareholders; order), with the subsequent subscriber’s meeting appointment of directors being completed expeditiously, thus negating the need for so-called ‘shelf companies’. • Provision of proxy holders for directors and shareholders if required; • Provision of corporate directors in circumstances where there is a legitimate need for Cayman directors, where we are satisfied that the affairs of the company will remain under our control and that proper accounting records will be maintained; • Maintenance of accounting records; • Provision of bank signatories and invoicing services; • Provision of registered office for Exempted Limited Partnerships; • Vessel registration with the Cayman Islands Shipping Registry and the provision of a Cayman Representative Person..
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