Global – Comparison of Companies - Cayman Islands, British Virgin Islands, Bermuda, Jersey, Guernsey and Ireland Introduction The decision as to where to incorporate an offshore company 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, British Virgin 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 Crown Dependencies, 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 United Kingdom remains responsible for external affairs, defence and the courts. All five jurisdictions have an independent 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 enterprise. 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 ultimate 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 Walkers do not are not common. required, may 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 Cayman Islands British Virgin Bermuda Jersey Guernsey Ireland Islands 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.