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Global – Comparison of Companies - , British , , , and Introduction decision as to where to incorporate an can only be made based on the specific features of the transaction in question. It is not possible to make a general assertion that one jurisdiction is always more appropriate than another. This note does not therefore attempt to guide the reader to any one jurisdiction over another. Instead it highlights some of the features common to the Cayman Islands, (the "BVI"), Bermuda, Jersey, Guernsey and Ireland and describes certain legal requirements in respect of some of the commonly used companies in each jurisdiction and examines a variety of factors to consider when deciding which jurisdiction to use. Cayman Islands, Bermuda, BVI, Guernsey and Jersey The Cayman Islands, Bermuda and the BVI are British Overseas Territories, while Jersey and Guernsey are , and as such, offer all the security and stability traditionally associated with the British flag. Each jurisdiction is responsible for its own internal self-government, while the remains responsible for external affairs, defence and the courts. All five jurisdictions have an legal and judicial system. For the Cayman Islands, Bermuda and BVI those are based on English common law, whilst Jersey and Guernsey are additionally influenced by Norman customary law. Each has a right of final appeal to the Privy Council in London. Each jurisdiction benefits from advanced telecommunications, infrastructure and support services, and an educated and well-trained workforce. In all five jurisdictions, policies and legislation have been developed in close partnership with the private sector to ensure that they meet the needs of the financial community. Through this partnership, the respective governments have established sophisticated and efficient supervision and regulation to safeguard their jurisdiction's integrity while creating an operating environment that is highly attractive to private . Page 2

Ireland Ireland is a member of the EU and the only English speaking member of the Eurozone. It has the regulatory, economic and telecommunications infrastructure of a highly developed OECD jurisdiction with a highly educated and well trained workforce. Ireland's legal and judicial system is based on English common law, with its legislation being promulgated by the Irish parliament. The appellate court is the Supreme Court of Ireland. Page 3

Cayman Islands British Virgin Bermuda Jersey Guernsey Ireland Islands

Timing of Incorporation in one Incorporation often Incorporation between Incorporation in two Incorporation in one Incorporation between Incorporation to two days (within 24 within four to five one to two days, hours (£670) to five day, or within two three and five working hours on payment of hours (but up to 24 where the approval of days (£165) with one, hours on payment of days, although US$488 express hours). the Minister of two or three day a £350 fee, or within incorporation can on service fee). Finance (the options as well (£425, 15 minutes on occasion be facilitated The speed of "Minister") is not £305 and £242 payment of a £750 in a shorter timeframe. The speed of incorporation means required. If approval respectively). There is fee. incorporation means that shelf companies of the Minister is an out of hours that do not are not common. required, take incorporation option usually hold shelf three to five days. by agreement for a companies. minimum fee of £1,210).

Types of 1. Exempted 1. Company limited 1. Exempted 1. Public / Private 1. Limited / 1. Private company companies company; by shares; company: company; Unlimited limited by shares company; ("LTD"); 2. Exempted limited 2. Company limited (a) company 2. Limited / duration by guarantee; limited by Unlimited 2. Par value / No 2. Designated company; shares; company; par value activity company 3. Unlimited company; ("DAC"); 3. Ordinary resident company; (b) company 3. Par value / No / non-resident limited by par value 3. Limited by shares 3. Company limited company; 4. Restricted guarantee; company; company; by guarantee purposes ("CLG"); 4. Foreign company; company; or (c) unlimited 4. Limited by 4. Limited by liability guarantee guarantee 4. Public limited 5. Segregated 5. Segregated company; company; company; or company ("PLC"); portfolio portfolio company; or company. (d) limited 5. Limited life 5. Incorporated cell 5. Investment duration company; or company ("ICC") company; or 6. Limited by company; / Protected cell guarantee 6. Incorporated cell company ("PCC"). 6. Unlimited company. (e) mutual fund / Protected cell company ("UC"). company; or company. (f) segregated accounts company. Page 4

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2. Permit company; or 3. Local company.

Annual Range between US$450 (US$1,200 for Starts at US$2,095, Annual return filing Annual validation Annual return online government US$732 and US$3,010. a company authorised increasing on a sliding fee of £235 or £225 if filing fee varies filing fee of €20. fees to issue more than scale according to filed online. between £250 and 50,000 shares). assessable capital ie £1,000 (£500 most authorised share common). capital plus share premium (with exception of mutual funds where share premium is excluded).

Legal form A company has A company is a legal A company is a legal A company is a legal A company is a legal A company is a legal separate legal entity in its own right entity in its own right entity in its own right entity in its own right entity in its own right, personality. separate from its separate from its separate from its separate from its separate from its members and members and members and members and members, and continues in existence continues in existence continues in existence continues in existence continues in existence until it is dissolved. until it is dissolved. until it is dissolved. until it is dissolved. until it is dissolved.

Nature of The objects of a Other than in respect The objects of a Subject to the Subject to Guernsey LTDs have full and business company will be set of a restricted company will be set Companies (Jersey) law, any other unlimited capacity to permitted forth in the purposes company, forth in the Law (as amended) (the enactment and its carry on and memorandum. In a subject to the BVI memorandum. In the "Law"), any other memorandum and undertake any majority of cases, the Business Companies majority of cases the enactment and its articles, a company business or activity or objects clause will be Act, 2004 (as memorandum will memorandum and has unrestricted enter into any worded very broadly amended) (the "BC state that its objects articles, a company objects and all the transaction, and have using a formulation Act"), any other are unrestricted. has unrestricted powers of a natural all rights, powers and such as, "the objects enactment and its objects and all the person. privileges to do so. for which the company memorandum and powers of a natural The objects of other is established are articles, a company person. types of companies Page 5

Cayman Islands British Virgin Bermuda Jersey Guernsey Ireland Islands unrestricted and the has unrestricted will be set out in its company shall have objects and powers. constitution. These will full power and set out the parameters authority to carry out of the company's any object not corporate activity. prohibited by any law". Typically, such companies are incorporated with a multitude of objects and powers ancillary to its main objects.

Registration Upon the filing of the An application to An online application An application to An application to Application to requirements memorandum, the incorporate is made is submitted to the incorporate is made to incorporate is made to incorporate is made to appropriate filing fees by filing the Bermuda Monetary the Jersey Registrar of the Guernsey Registrar the Irish Registrar of and a declaration from memorandum and Authority (the "BMA") Companies (the of Companies (the Companies (the the subscriber to the articles signed by the along with submission "Registrar") (usually "Registrar") by a "Registrar") by filing effect that the proposed registered of details of the by a corporate corporate services a constitution (a one operation of the agent (the "RA"), as intended beneficial services provider) by provider. The document constitution company will be incorporator with the ownership. The filing a memorandum application must for an LTD; a conducted mainly Registrar of Corporate proposed name is and articles signed by contain the memorandum and outside the Cayman Affairs (the reserved with the the proposed memorandum and articles for all other Islands, a company "Registrar"). The RA Registrar of subscribers, and articles (the companies) and a shall be deemed to be must also file its Companies (the paying the relevant memorandum being completed form A1 registered and the consent to act. The "Registrar"). filing fee. A signed by the containing a Registrar of application to description of proposed subscribers), declaration of Companies (the incorporate can only All beneficial owners proposed activities and paying the compliance with the "Registrar") shall issue be made by the RA. who will hold (directly must be given on relevant filing fee. requirements of the a Certificate of Filing is made online or indirectly) more incorporation as some Companies Act 2014 Incorporation. The and filed copies of the than 10 percent of the activities may be (the "Companies Certificate of memorandum and shares must sign regarded as " Act") and by paying Incorporation will articles, and a personal declarations, sensitive". A fee of the relevant filing fee. generally be issued certificate of unless the parent £300 may also be This can be done within five working incorporation are company is listed on a payable to establish a online. The company days, or within two typically received recognised stock working days upon within 24 hours. Page 6

Cayman Islands British Virgin Bermuda Jersey Guernsey Ireland Islands payment of an exchange or a company as an " will not be additional express regulated entity. International Services incorporated unless it service fee to the Entity" which exempts appears to the government. Once satisfied, the it from the Jersey Registrar that the BMA will issue a goods and services company, when There are certain consent to . registered will carry on particulars of a incorporate. an activity in the company which the Incorporation then Registrar shall hold proceeds by the filing (the "State"). The (being such of the memorandum Company is not information that may with the Registrar. deemed to have been be open for inspection The Registrar will issue incorporated until (see below)) and to a Certificate of such time as the the extent this Incorporation. Registrar issues a information is not Certificate of included in the Incorporation. memorandum or articles of association it must be provided, along with the of business, at incorporation. Companies that are limited by guarantee or unlimited may omit the particulars which are irrelevant or inappropriate.

Government No governmental or No governmental or BMA approval is Consent by the Jersey No governmental or No governmental or regulatory regulatory approvals regulatory approvals required for the regulatory approvals regulatory approvals approvals are required for are required for subsequent issue or Commission ("JFSC") are required for are required for incorporation and incorporation and transfer of shares to to the issue of shares incorporation of a incorporation of a listing of a company listing of a company non-residents where is required and this is company which will company which is not which is not otherwise which is not otherwise such issue or transfer provided as a matter not carry out activities otherwise regulated as regulated as a bank, regulated as a bank, is in respect of 10 per of course on that are regulated a bank, an Page 7

Cayman Islands British Virgin Bermuda Jersey Guernsey Ireland Islands trust company, mutual trust company, mutual cent or more of the incorporation of a under Guernsey's company, friendly fund, mutual fund fund, mutual fund issued share capital. Jersey company. financial supervision society etc. administrator, administrator, laws, save for PCCs insurance company or insurance company or The consent of the Certain financial and ICCs, which company manager. company manager. Minister is required to services activities are require approval of incorporate regulated and require the Guernsey Financial companies which are a licence or other Services Commission involved in the authorisation from the ("GFSC") to following licensed JFSC eg companies incorporate, whether activities: wishing to operate as they carry out deposit taking 1. investment regulated activities or institutions, trust not. business; companies or 2. fund insurance companies. Certain financial administrator; services activities are regulated and require 3. digital asset a licence or other business; authorisation from the 4. money services GFSC, eg companies business; wishing to operate as deposit taking 5. ICOs; institutions, funds and related services 6. trust business; providers, trust 7. corporate service companies, or provider; insurance companies. 8. deposit taking; and 9. money services.

Name A name can be A name can be A name can be A name should be The proposed name A name may be reserved (US$74 for reserved for 10 days reserved for three reserved in can be reserved for reserved by online one month) in or (for a fee of US$50) months (subject to anticipation of the three months for a fee application in anticipation of the for 90 days. renewal). The incorporation of a of £25, which can be anticipation of the memorandum must company and this may renewed. Page 8

Cayman Islands British Virgin Bermuda Jersey Guernsey Ireland Islands incorporation of a state the name of the be done online for a incorporation of a company. It is NOT The name of a limited company and in the fee of £10. The The memorandum company for a fee of necessary for a company, must end case of a company Registrar may refuse must state the name €25 which is offset company's name to with the word limited by shares or a to register the name of the company and, against the contain words or 'Limited', company limited by where in the in the case of a incorporation fee. The abbreviations such as 'Corporation', guarantee, the word " Registrar's opinion the company limited by Registrar may refuse 'Limited', 'Ltd', 'Inc', 'Incorporated'; Limited" or "Ltd" as name is misleading or shares, the word " to register the name 'Corp' etc but there 'Societe Anonyme' or the last word of the otherwise undesirable. Limited", or "Ltd" as where, in the opinion are certain names for 'Sociedad Anonima'; name. Can dispense the last word of the of the Registrar, it is which the consent of or the abbreviation with "Limited" or "Ltd" The name of a limited name. too like the name of the Registrar is 'Ltd', 'Corp', 'Inc' or in certain company, must end an existing company 'S.A.'. The name of an with the word The Registrar may required, for example, circumstances, for refuse to register the or is undesirable. names including the unlimited company example, in the case 'Limited', 'Ltd', 'avec must end with the responsabilite limitee', name where in the The name of a limited words 'royal', of charitable Registrar's opinion the 'imperial', 'bank', word 'Unlimited' or companies. 'a.r.l.', 'public limited company must end the abbreviation company' or 'PLC' name is misleading or with the word " 'assurance', otherwise undesirable. 'insurance'. 'Unltd'. No company can be (upper or lower case Limited" or "Ltd". The registered with an combinations A secondary name can name of a DAC must Dual company names undesirable name, allowed). be adopted in a non- end with either " permitted, one in which would also Roman script. designated activity English and one in a include identical or company" (or foreign script (which similar names, shortened to "DAC"). need not be a direct connoting the The name of a public translation of the patronage of the company must end English name). Royal Family, names with the words, " with "building public limited society", "Chamber of company" or p.l.c. The Commerce", " name of a CLG must municipal", " end with "company chartered", or "co- limited by guarantee" operative". or "clg". The name of a UC should end with A secondary name can either "unlimited be adopted in a non- company" or UC. Irish Roman script. equivalents of each name may be used if desired. Page 9

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Annual No AGM is required. No AGM is required. No AGM is required if No AGM is required A company must hold An AGM must be held general waived by the for a private company an AGM in each each year and the first meetings directors and unless it has the calendar year unless AGM must be held shareholders. requirement in its the shareholders have within 18 months of articles and, if it was waived the incorporation. Not incorporated prior to requirement. more than 15 months 1 2014, a may elapse between special resolution was Minimum notice AGMs, which can be passed to continue to period is 10 days, held within the State hold them. subject to the or outside it where all Company's the members entitled Unless all shareholders memorandum and to attend have of a public company articles requiring a consented in writing. agree in writing to longer period. Absent this consent, dispense with the A company is not the company must requirement for an arrange for members AGM, an AGM must required to hold board meetings or to attend by be held each year and technological means. the first AGM must be shareholder meetings held within 18 months in Guernsey unless so Any single member of incorporation. required by its company may memorandum or dispense with the Private companies can articles. requirement to hold also dispense with any AGMs and an LTD requirement they have may, irrespective of to hold AGMs in the the number of same way. shareholders, dispense In the case of a public with the requirement company not more by passing a written than 18 months may resolution of all the elapse between AGMs shareholders to that and in the case of a effect each year. This private company that written resolution is required to hold should acknowledge AGMs not more than receipt of the relevant financial statements, Page 10

Cayman Islands British Virgin Bermuda Jersey Guernsey Ireland Islands 22 months may elapse resolve all matters between AGMs. which would have been considered at AGMs need not be the AGM and confirm held in Jersey. that there is no change to the auditors.

Registered A company must have A company must have A company must have A company must A company must A company must office a registered office a registered office in a registered office maintain a registered maintain a registered maintain a registered situated in the the BVI, and an RA. situated in Bermuda office situated in office situated in office situated in the Cayman Islands to In most cases the (cannot be a post Jersey to which all Guernsey to which all State, to which all which all notices and office of the RA is also office box address) to notices and notices and notices and communications may the registered office of which all notices and communications may communications may communications may be addressed. the company. communications may be addressed. be addressed. be addressed. be addressed.

Restrictions A company must have A company must have A company must have A private company A company must have A private company on number a minimum of one a minimum of one a minimum of one must have a minimum a minimum of one limited by shares must of shareholder at any shareholder at any shareholder at any of one shareholder at shareholder at any have a minimum of shareholders time. Unless provided time. Unless provided time. Unless provided any time. A public time. Unless provided one shareholder at for in the articles, for in the articles, in the bye-laws, there company must have a in the memorandum any time and a there is no maximum there is no maximum is no maximum minimum of two or articles, there is no maximum of 149 (not number of number of number of shareholders at any maximum number of including persons who shareholders. shareholders. shareholders. time. Unless provided shareholders. are in the employment for in the articles, of the company and A company must have A company must have A company must have there is no maximum A company must have persons who, having at least one share in at least one share in at least one share in number of at least one share in being formally in the issue, but there is no issue, but there is no issue, but there is no shareholders. issue, but there is no employment of the minimum paid-in minimum paid-in minimum paid-in minimum paid-in company, were, while capital requirement capital requirement capital requirement A company must have capital requirement in that employment, and companies may and companies may and companies may at least one share in and companies may and have continued elect one or more elect one or more elect one or more issue, but there is no elect one or more after the currencies in which currencies in which currencies in which minimum paid-in currencies in which determination of that shares are issued. shares are issued. shares are issued. capital requirement shares are issued. employment to be, and companies may members of the Page 11

Cayman Islands British Virgin Bermuda Jersey Guernsey Ireland Islands elect one or more company). A public currencies in which company can be shares are issued. incorporated with a minimum of one A private company shareholder. There is with more than 30 no limit on the shareholders will be number of treated as though it shareholders which a were a public public company may company unless the have. A private JFSC is satisfied that company must have at its affairs are the least one share in domestic concern of issue but there is no its shareholders. minimum paid-in capital requirement. A PLC is obliged to have a minimum issued share capital of €25,000, of which one- quarter must be paid up. A company may elect one or more currencies in which shares are issued. A CLG may have as few as a single member and there is no maximum number of members but the constitution must specify the number of members with which it is to be registered. Page 12

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Residency There are no residency There are no residency Every exempted There are no residency There are no residency There are no residency requirements or qualification or qualification company must have or qualification or qualification or qualification requirements for requirements for one of the following: requirements for requirements for requirements for directors or directors or directors or directors or shareholders of an shareholders of a shareholders of a 1. a director that is shareholders of a shareholders of a Irish company. company. Corporate company. Corporate resident in company. Corporate company. Corporate Companies (other directors are directors are Bermuda; or directors are directors are than LTDs) must have permitted. permitted. 2. a secretary that is permitted. permitted. a minimum of two directors. LTDs may However, if the A company is not resident in No requirement by Each company is Bermuda; or have a single director. company applies to required to hold board law to appoint Jersey required to appoint a Unless one director is the Cayman Islands meetings or 3. a resident resident directors or "resident agent" in an EEA resident, the Monetary Authority shareholder meetings representative officers, a resident Guernsey (usually a company must either ("CIMA") for a in the BVI unless so that is resident in representative or any corporate services hold a bond to the particular licence, required by its articles. Bermuda. other service provider provider but can be a value of €25,000 or a there may be in Jersey, save if director resident in certificate from the residency Companies may serve necessary in order to Guernsey). as secretary or Registrar stating that requirements for the have a Jersey the company has a director. resident registered office. representative (for real and continuous A company is not example Walkers However, the JFSC link with one or more required to hold board Corporate (Bermuda) normally requires two activities that are meetings or Limited often serves Jersey resident being carried out in shareholder meetings as company secretary) directors for 'special Ireland. The bond in the Cayman Islands but only a natural purpose vehicles' and provides that in the or anywhere else person can qualify as for fund services event of a failure by unless so required by a Bermuda resident businesses. the company to pay a its articles. director. fine imposed in respect of an offence under the Companies Act or the Consolidation Act 1997 (as amended) (the "TCA") (in respect of a failure to supply certain information about the company), Page 13

Cayman Islands British Virgin Bermuda Jersey Guernsey Ireland Islands or a penalty under the TCA (in respect of a failure to file certain returns/furnish certain information to the Revenue), an amount of money up to the value of the bond would be paid by the surety in discharge of the company's liability. If a company wishes to be Irish tax resident, it must be able to demonstrate that it is managed and controlled in the State. In general, this requires a majority of Irish-resident directors.

Directors A minimum of A minimum of one A minimum of one A company must have A minimum of one Companies other than one director is director is required, director is required, a minimum of one director is required, LTDs must have a required but we would which can be a which can be a director in the case of which can be a minimum of two recommend that at corporate director. corporate director. A a private company corporate director. directors. LTDs may least two directors be Additional company secretary and a minimum of two have a single director. appointed. We would requirements apply to must be appointed directors for a public Corporate directors also recommend the mutual funds. (which can be a company. Corporate are not permitted. appointment of a corporate secretary as directors are Every company must company secretary, stated above). permitted. Every also have a secretary but suggest that a company must have a (which can be a sole director should secretary (which can company). not also be company be a company). A sole secretary. director may not also See above regarding act as secretary. director residency Page 14

Cayman Islands British Virgin Bermuda Jersey Guernsey Ireland Islands requirements where a company wishes to be Irish tax resident.

Powers and The articles will The memorandum The bye-laws will The articles will The articles will The constitution will liabilities of invariably provide that and articles will invariably provide that invariably provide that invariably provide that invariably provide that directors the business of the invariably provide that the business of the the business of the the business of the the business of the company shall be the business of the company shall be company shall be company shall be company shall be managed by the company shall be managed by the managed by the managed by the managed by the directors. managed by the directors. directors. directors. directors. Shareholders do not directors. Shareholders do not Shareholders do not Shareholders do not Shareholders do not generally participate Shareholders do not generally participate generally participate generally participate generally participate in the management of generally participate in the management of in the management of in the management of in the management of the company's in the management of the company's the company's the company's the company's day to business. the company's business. business. business. day business. business. Directors owe Directors owe Directors owe Directors owe Directors owe fiduciary duties to the Directors owe fiduciary duties to the fiduciary duties to the fiduciary duties to the fiduciary duties to the company. These duties fiduciary duties to the company. These duties company. These duties company. These duties company which have are owed to the company. For joint are owed to the are owed to the are owed to the been codified in Irish company itself, and ventures it is possible company itself and company itself, and company itself, and company legislation. not generally to to vary the fiduciary not generally to not generally to not generally to These duties are owed individual duty position such individual individual individual to the company itself, shareholders. In the that directors may act shareholders. In the shareholders. In the shareholders. In the and not generally to event of a breach of in the interests of the event of a breach of event of a breach of event of a breach of individual duty, the directors shareholder(s) who duty, the directors duty, the directors duty, the directors shareholders, may be personally appointed them, may be personally may be personally may be personally although the directors liable to account to rather than the liable to account to liable to account to liable to account to should have regards the company. company as a whole. the company. the company. the company. to their interests. In the event of a breach of duty, the directors may be personally liable to account to the company. Page 15

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Books and The company must A company must keep The names of all A company must A company must The company must records keep a register of its copies of its register shareholders of a maintain the following maintain the following maintain the following shareholders, which is of shareholders and company must be records in Jersey: records in Guernsey: records at either its not open to the register of directors, maintained in a registered office, its public. The register together with copies register of members. 1. memorandum 1. memorandum principal place of need not be kept in of all notices and The register of and articles; and articles; business or another the Cayman Islands. other documents filed members must be 2. register of 2. register of place within the State: with the Registrar in kept at its registered directors and directors and A company can the previous 10 years office and, except in 1. register of maintain one or more secretary; secretary (if directors and at the office of its RA. the case of a mutual appointed); branch registers of fund company, is open 3. register of secretary; such category or Companies must file to public inspection. shareholders; and 3. register of 2. register of categories of their register of members; and A branch register is 4. a minute book of disclosable members as it may directors with the permitted for listed determine. A Registrar. The register directors and 4. a minute book of interests; companies and shareholders directors and duplicate of any such of directors does not companies subject to 3. copies of branch register must become publicly meetings. shareholders directors' service the rules of a meetings. be maintained with available due to such competent regulatory The share register, contracts and the principal register filing. The register of authority. memorandum and The share register, memoranda; and be updated within shareholders is also articles, and in the memorandum and 21 days of any change private (although a Every company must 4. members' case of public articles, and the register; being made to the company may elect to maintain a register of companies the register register of directors, branch register. publicly file a copy directors and officers of directors are are available for public 5. copies of with the Registrar – at its registered office, available for public inspection. instruments The company must usually in connection stating the name and keep at its registered inspection for a fee. creating charge; with a secured address of each There is no register of and office a register of all financing transaction). director and officer of There is no internal charges in Guernsey. mortgages and The memorandum the company. This register of charges in 6. minutes of Every company must charges which is open and articles are register is open for Jersey. general meetings. keep accounting to inspection by any publicly available from inspection by Every company must records which are Each of the foregoing creditor or the Registrar by members of the public keep accounting sufficient to show and registers/ documents shareholder of the carrying out a without charge. A records which are explain its transactions (except the members' company at all company search. copy of the register or sufficient to show and and are such as to register when it is reasonable times. directors must also be explain its transactions disclose with closed) shall be open In addition, the filed with the The company must and are such as to reasonable accuracy, to inspection by any company must keep Registrar. A company keep at its registered at any time, the member without Page 16

Cayman Islands British Virgin Bermuda Jersey Guernsey Ireland Islands office a register of its financial records and must amend the disclose with financial position of charge. Any other directors and officers, underlying register if there are reasonable accuracy, the company at that person may, on and shall send a copy documentation any changes among at any time, the time and enable the payment of a fee, to the Registrar. The sufficient to show and its directors of officers, financial position of directors to ensure inspect the directors' Registrar is required to explain its transactions or changes in the the company at that that any accounts and secretaries' make a list of the and enable its particulars contained time and enable the prepared by the register, the current directors financial position to in the register. The directors to ensure company comply with disclosable interests available for be determined with register must be that any accounts the requirements of register or the inspection on reasonable accuracy updated within 14 prepared by the Guernsey law. members' register payment of the and retain these for a days of any change. company comply with (except where it is relevant fee. period of five years. The updated register the requirements of closed). of directors must also the Law. The company must A company must keep be filed with the Each company must keep proper books of a private register of Registrar within thirty keep adequate account, at any place any charges given by days of any change. accounting records. inside or outside the company over its Cayman, giving a true assets at its registered Every company is Each company must and fair view of the office or at the office required to maintain have a common seal. state of the company's of its RA. A company proper records of affairs and to explain (or a security holder) account, which are its transactions. may make a public usually kept at its security filing with the registered or principal The books of account Registrar. Such filing business office. If, must be maintained generally gives priority however, such records for a minimum period to the security holder are kept at some place of five years from the over any subsequent outside Bermuda, then date on which they or unregistered there must be kept at were prepared. Any interests. any office of the company that company in Bermuda knowingly and wilfully With the exception of "such records as will fails to comply with filings by a security enable the directors or the foregoing shall be holder or liquidator, a a resident subject to a penalty. company's RA representative to generally has ascertain with Upon payment of the responsibility for all relevant fee and reasonable accuracy filings with the the financial position subject to certain Registrar, which are conditions which may of the company at the Page 17

Cayman Islands British Virgin Bermuda Jersey Guernsey Ireland Islands be imposed by the made through the end of each three Registrar, certain Registry's online filing month period". information is system. available for The Registrar inspection, such as, Each company must maintains a register of the company's name, have a common seal charges in respect of registration number, and an imprint of the every company. Any registered office, seal must be kept at charge over the assets authorised share the RA's office, of a company may be capital, the date of although any submitted to the execution and filing of document can be Registrar for the memorandum, the executed without registration against a nature of business, the being sealed. company. Failure to financial year end and register does not the name and address invalidate a charge, of the initial but any registered subscriber. charge will have priority over any The memorandum subsequently and articles are not registered charge or publicly available. unregistered charge, to the extent priority is determined as a matter of Bermuda law. Charges over Bermuda property granted by overseas companies may be registered in a similar manner.

Auditors No requirement to No requirement to No requirement to Public company Audit waiver rules Subject to certain appoint auditors or to appoint auditors or to appoint auditors or to accounts must be apply, such that statutory exemptions, file accounts with any file accounts with any prepare and lay audited (save in some certain companies all companies are Cayman Islands BVI governmental financial statements limited situations) and may pass waiver required to appoint Page 18

Cayman Islands British Virgin Bermuda Jersey Guernsey Ireland Islands governmental authority (unless before the available on request to resolutions (90% auditors, and to have authority (unless regulated by the BVI shareholders if the shareholders and be member interest their accounts audited. regulated by CIMA as FSC). shareholders and filed with the JFSC. threshold) which can a fund). directors agree to exempt the company Exemptions are dispense with the A private company from the requirement available to small need to do so. need not have its to be audited which companies, dormant accounts audited. would otherwise apply companies, and group (including for an companies where the indefinite period). relevant statutory conditions are met.

Liability of No contribution shall No contribution shall No contribution shall No contribution shall No contribution shall No contribution shall limited be required from any be required from any be required from any be required from any be required from any be required from any shareholders shareholder exceeding shareholder exceeding shareholder exceeding shareholder exceeding shareholder exceeding shareholder exceeding the amount, if any, the amount, if any, the amount, if any, the amount, if any, the amount, if any, the amount, if any, unpaid on the shares unpaid on the shares unpaid on the shares unpaid on the shares unpaid on the shares unpaid on the shares in respect of which in respect of which in respect of which in respect of which in respect of which in respect of which they are liable. they are liable. they are liable. such shareholder is they are liable. they are liable. liable.

Distributions A company may make Subject to a A company may, In essence Subject to a The Companies Act distributions by way of company's subject to its bye-laws, distributions may be company's prohibits any dividend out of profits memorandum and by resolution of the made at any time and memorandum and distribution by a or its share premium articles, a company directors declare and from any source articles, a company company to a member account provided that may make a pay a dividend, or provided that the may make a unless that company there are no distribution of cash or make a distribution directors who distribution of cash or has profits available restrictions in its assets to its out of contributed authorise the assets to its for the purpose. memorandum or shareholder provided surplus, provided distribution make a shareholders provided Profits available for articles. that following the there are reasonable solvency statement in that a statutory distribution are a distribution the value grounds for believing accordance with the solvency test is met company's of the company's that after any such requirements of the (broadly, that accumulated realised assets exceed its payment: Law. immediately following profits, so far as not liabilities and the the distribution the previously utilised by company is able to 1. the company will distribution or pay its debts as they be able to play its capitalisation, less its fall due. accumulated realised Page 19

Cayman Islands British Virgin Bermuda Jersey Guernsey Ireland Islands liabilities as they value of the losses, so far as not become due; and company's assets previously written-off exceed its liabilities in a reduction or re- 2. the realizable and the company is organisation of capital value of its assets able to pay its debts duly made. will be greater as they fall due). than its liabilities. 3. "Contributed surplus" includes proceeds arising from donated shares, credits resulting from redemptions or conversions of shares (at less than their nominal capital) and donations of cash and other assets to the company.

Treasury Yes Yes Yes Yes Yes Yes Shares

Mergers Two or more Two or more Two or more Two or more Two or more One or more Irish companies may merge companies may merge companies may merge companies (including companies (including companies may merge in accordance with the in accordance with the or amalgamate in a foreign company if a foreign company if by acquisition, by provisions of Cayman provisions of BVI law. accordance with the the foreign jurisdiction the foreign jurisdiction absorption or by law. provisions of Bermuda and Jersey allows it) and Guernsey allows formation of a new law. may merge in it) may amalgamate in company. Mergers can accordance with the accordance with the be effected by court provisions of Jersey provisions of Guernsey order or (where none law. law. of the relevant companies is a PLC) by Page 20

Cayman Islands British Virgin Bermuda Jersey Guernsey Ireland Islands summary approval procedure under Chapter 3 of the Companies Act. This procedure involves passing a special resolution and the swearing of a statutory declaration by the directors. If one of the merging companies is a PLC, the summary procedure is not available. The EC (Cross Border Mergers) Regulations 2008 (implementing Directive 2005/56/EC) facilitates the merger of Irish companies with companies incorporated in other EU member states and EEA states that have implemented that Directive.

Prospectus No prospectus filing No prospectus filing No prospectus filing Consent of the Any company offering Prospectus publication circulation/ requirements exist in requirements exist in requirement for an Registrar is required to shares to the public is and filing filing the Cayman Islands for the BVI for a public exempted company. the circulation of a required to prepare requirements exist in a public company and company and there is prospectus in Jersey and file with the GFSC Ireland for an Irish there is no no BVI governmental Cayman Islands or regulatory review. Page 21

Cayman Islands British Virgin Bermuda Jersey Guernsey Ireland Islands governmental or or by a Jersey a prospectus that company with regulatory review. company and a final complies with the securities listed on a copy of such Prospectus Rules regulated market or prospectus must be 2018, unless the (subject to certain filed with the shares are listed or exemptions) where it Registrar. traded on any stock has made an offer of exchange in which the securities to the local regulatory body public. A Prospectus is an IOSCO member, is subject to review by or listed on an the Central Bank of exchange supervised Ireland. A copy of any by an IOSCO member. prospectus must be filed with the Registrar.

Dissolution A company may be A company may be Voluntary windings-up A company may be Voluntary windings-up An Irish company may wound up voluntarily liquidated voluntarily may be commenced wound up voluntarily may be commenced be voluntarily in certain if it has no liabilities, by the shareholders, in various by the shareholders dissolved in one of circumstances. or it is able to pay its where a company is circumstances (usually only where two ways: voluntary debts as they fall due. solvent, or by its including: the company is liquidation or The winding up of a Alternatively, the creditors, where the solvent), or voluntary strike-off. company will occur Registrar has the company is insolvent. 1. summarily by compulsorily by automatically, power under the BC In the case of special resolution creditors where the The voluntary however, to the extent Act to strike a , a of members, company is insolvent. liquidation procedure that the necessary company off the compulsory winding- provided the In the case of may be a members' procedures have not register. up may be ordered by directors can insolvency, a voluntary liquidation been followed, the the court upon a make a statutory compulsory winding- ("MVL") or a creditors' passing of the fixed Procedures exist under petition presented solvency up may be ordered by voluntary liquidation duration or the the BC Act for the either by the company statement; the court upon a ("CVL"). In the case of occurrence of a certain restoration of both an MVL, the company itself or by any 2. by way of a petition presented event is grounds for a struck off and creditor, including any either by the company must be solvent and petition to the court dissolved companies. creditors winding its filings up to date. contributory or up where the itself, by any director, by a creditor or contingent or member or creditor, or An MVL involves a shareholder on the company is declaration of prospective creditor, insolvent (and by any other or by all those parties, this is interested party. together or separately. commenced by Page 22

Cayman Islands British Virgin Bermuda Jersey Guernsey Ireland Islands basis that the way of solvency by the company did not wind shareholders' There is also a directors and, within itself up as required. special voluntary striking-off 30 days, a special resolution); or procedure available to resolution by the dormant companies members that the 3. by order of court (usually with no assets company be wound where is it just or liabilities). up and a liquidator and equitable to appointed. For DACs do so. Procedures exist for the restoration of both and LTDs only, this A company may be struck off and resolution may be a reinstated on dissolved companies. written one. MVLs may application to court by be initiated by a newly an interested person streamlined procedure within 10 years of - the summary . approval procedure - under the Companies Act. In the case of a CVL, the directors form the view that due to the company's inability to pay its debts as they fall due, the company should be placed in liquidation. A CVL involves an ordinary resolution of the members and, after at least 10 days' notice, a meeting of creditors, who will have the right to supervise the liquidation. Three months after registration of the final Page 23

Cayman Islands British Virgin Bermuda Jersey Guernsey Ireland Islands documents by the liquidator of the company, the company will be deemed to be dissolved. A company that has ceased to trade, or has never traded, and has no creditors, can request a voluntary strike-off from the Register by passing a resolution and making the necessary filings. A company may also be wound up by order of the at the instigation of a member or creditor. Where a company has failed to file its annual returns, it may be the subject of an involuntary strike-off. Company restoration is possible in Ireland: 1. two year time limit following a liquidation; and 2. 20 year time limit following a strike- off. Page 24

Cayman Islands British Virgin Bermuda Jersey Guernsey Ireland Islands

Tax No tax is imposed. A No tax is imposed on No taxes are imposed A company will A company will Corporation tax company may apply companies which do in Bermuda on an generally be subject to generally be subject to applies at a rate of for an undertaking not conduct business exempted company or a zero percent tax rate a zero percent tax rate 12.5 percent on from the Financial in BVI. its shareholders, other (certain regulated (certain regulated trading profits. Secretary to the effect than on shareholders businesses, banks and businesses, banks and Passive income is that, for a period of 30 BVI has signed a ordinarily resident in utilities pay at a higher utilities, and taxed at a rate of 25 years from the date of number of Tax Bermuda. An rate). companies deriving percent. Various such undertaking no Information Exchange exempted company income from the reliefs from tax are tax will be imposed. Agreements and has may apply for and is Jersey has a goods rental of Guernsey real available in respect of no double tax treaties. likely to receive from and services tax at a estate pay at a higher dividends paid by Irish Cayman has signed a the Minister an rate of five percent, rate). companies. number of Tax There are also US however, companies Foreign Account Tax assurance that no tax Additionally, Ireland Information Exchange will be imposed until beneficially owned has a range of Agreements and has a Compliance Act outside Jersey which (FATCA) reporting as March 2035. beneficial tax regimes double with do not supply goods for certain investment the UK. well as similar Bermuda has signed a or services in Jersey reporting entities, for example, number of Tax should qualify for " investment funds and requirements under Information Exchange international service the Common securitisation vehicles. Agreements and has a entity" status which As a general rule Reporting Standards tax convention with takes them outside (CRS). Ireland does not the . the scope of this impose withholding regime provided that tax on interest a fee of £300 is paid payments or dividend each year. payments made to Jersey has signed residents of the EU or more than 35 Tax double treaty partner Information Exchange jurisdictions. Ireland Agreements, and has has double tax treaties full double tax with 74 (of agreements with which 73 are currently , Estonia, in effect) and they Guernsey, provide many benefits , , for cross-border Liechtenstein, investment. , , , Qatar, Page 25

Cayman Islands British Virgin Bermuda Jersey Guernsey Ireland Islands , , , UAE and United Kingdom.

Updated: 3 2021

For further information please refer to your usual contact or:

Bermuda - Jonathan Betts, Partner | [email protected] | +1 441 242 1511

British Virgin Islands - Matthew Cowman, Partner | [email protected] | +1 284 852 2208

Cayman Islands - Rob Jackson, Partner | [email protected] | +1 345 914 4281

Dubai - Daniel Wood, Partner | [email protected] | +971 4 363 7912

Guernsey - Matt Sanders, Group Partner | [email protected] | +44 (0) 1481 748914

Hong Kong - Denise Wong, Partner | [email protected] | +852 2596 3303

Ireland - Garry Ferguson, Partner | [email protected] | +353 1 470 6659

Jersey - Jonathan Heaney, Partner | [email protected] | +44 (0) 1534 700 786

London - Jack Boldarin, Partner | [email protected] | +44 (0)207 220 4995

Singapore - John Rogers, Partner | [email protected] | +65 6595 4673

The information contained in this memorandum is necessarily brief and general in nature and does not constitute legal or taxation advice. Appropriate legal or other professional advice should be sought for any specific matter. The title of 'partner' is used to refer to a consultant or employee of Walkers (Bermuda) Limited with equivalent standing and qualifications to a partner of Walkers.