Opening A Business

Company Registration & Partnerships

The cornerstone of Cayman's financial industry, company registration, continues to experience steady growth with over 8,000 companies registered in a typical year. The Company Registry is responsible for the licensing of corporations under the Companies Law (2004 Revision). All corporations required to be licensed under any law - Banks and Trust Companies Law (2001 Revision), the Insurance Law (2001 Revision), the Mutual Funds Law (2001 Revision), and the Companies Management Law (2001 Revision) - must also be registered with the Registry of Companies. A company wishing to trade within the Cayman Islands, e.g., in retail trading, real estate, hotel operation, restaurants, maintenance services or local shipping, must obtain a licence under the Local Companies (Control) Law, and, if less than 60 percent of the equity is Caymanian-owned, the Trade and Business Licensing Board will have to be convinced of the need for the company’s services.

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REGISTRATION AND ANNUAL FEES

Fees currently payable to the Registrar of Companies are given below (all figures in Cayman Islands dollars [CI$1=US$1.22]).

Resident Companies
Upon registration and annually thereafter, there is a fee of $150 for companies with capital of $42,000 or less; companies with capital in excess of $42,000 pay $350.

Non-resident Companies
Upon filing Memorandum and Articles of Association and on delivery of the annual return each January thereafter, companies with capital of $42,000 or less pay $400; companies with capital in excess of $42,000 pay $565.

Exempted Companies
Upon registration and delivery of the annual return each January thereafter, there is a fee of $470 for companies with capital of $42,000 or less; companies with capital in excess of $42,000 but not exceeding $820,000 pay $660; companies with capital in excess of 820,000 but not exceeding $1.64 million pay $1,384 and companies in excess of $1.64 million pay $1,968.

Segregated Portfolio Companies
The registration is $500 and the annual fee for the Segregated Portfolio Company is the normal exempt registration fee plus $2,000. In addition, there is a fee of $1,000 for each segregated portfolio therein, up to a maximum of $1,500

Foreign Companies
On delivery of the prescribed documents for registration of a foreign corporation and each January thereafter, there is a fee of $850.

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TRADE & BUSINESS FORMS

Download the required forms listed below. Fill out the applicable form(s) and return them with the correct fees to the Immigration Department.

Application Guides
Fees List
Application Form
Renewal Checklist
Grant Checklist

For additional information contact:

Immigration Department
Telephone:(345)949-8344
Fax: (345)949-8486

Address: Elgin Ave
George Town
Grand Cayman, Cayman Islands

Mailing Address: PO Box 1098
George Town
Grand Cayman, Cayman Islands

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LIMITED PARTNERSHIPS

Limited partnerships are governed by the Partnership Law (2002 Revision), which requires them to be registered with the Registrar of Limited Partnerships. Registration is affected by the filing with the Registrar and the gazetting of a declaration by all the general partners, giving the name of the partnership, the nature and principal place of business, names and addresses of all partners, and the amount of capital provided by each limited partner. A limited partnership may be established by two or more people or companies.

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TYPES OF COMPANIES

Resident Companies
Resident companies must maintain at their registered office, open for public inspection, a register of their past and present members. They must also report annually to the Registrar, giving the names and addresses of members, directors and the amount of paid-up capital. This type of company is also allowed to hold land as defined under the Companies Law (1998 Revision).

Non-Resident Companies
The non-resident company is an alternative to the exempted company.

Such companies must also maintain at their registered office, open for public inspection, a register of their past and present members. They must also report annually to the Registrar, giving the names and addresses of members, directors and the amount of paid-up capital.

The company may deal in shares of exempted companies, foreign corporations and partnerships, but may only carry on such other business in the Cayman Islands as is necessary for the furtherance of its foreign business. Application for non-resident status should be addressed to the Financial Secretary through the Registrar of Companies and must state that the company does not intend to carry on business within the Cayman Islands. Non-resident companies may convert to Resident Companies or to Exempted Companies.

Exempted Companies
Where the proposed activities of a company are to be carried out mainly outside the Cayman Islands — offshore — the promoters can apply for registration as an exempted company.

Features of such companies include the following:

• An exempted company need not keep a register of members open for public inspection (This is a requirement for resident and non-resident companies.).
• An exempted company need not hold an annual general meeting (which resident and non-resident companies must), but the Board of Directors must hold a meeting at least once a year in the Cayman Islands.
• An exempted company may alter its Memorandum and Articles of Association without restriction, but must notify same to the Registrar.
• It can offer shares to public in Cayman if listed on the Cayman Islands Stock Exchange (CSX).
• It may issue shares with nominal or no par value.
• The annual return to the Registrar is a simple matter, requiring only the declaration that: — no changes, other than those notified to the Registrar, have been made in the Memorandum of Association; — the provisions of the Companies Law have been observed; and — the company’s operations have been mainly outside the Cayman Islands.
• An exempted company need not include the word “Limited” or the abbreviation “Ltd.” after its name.
• The Registrar must give one month’s notice before taking action to strike off an exempted company.
• An exempted company may express its capital in any currency. Special provisions have been introduced to deal efficiently with share capital or guarantee amount expressed in currencies replaced by the euro.
• It should be noted that an exempted company which is empowered by its Articles of Association to issue bearer shares, certificates or coupons cannot hold land in the Cayman Islands. An exemption allowing the holding of land may be obtained from the Financial Secretary where the company has neither issued nor is empowered to issue any such shares.

Exempted Limited Duration Companies
Exempted limited duration companies were introduced in 1993. This form of exempted company, while preserving the limited liability to its members if desired, offers the possibility in certain jurisdictions of advantageous treatment as a partnership. An LDC continues until the terminal time or event specified in its Memorandum of Association. However, its duration must not exceed 30 years and it must have at least two members.

Upon its duration expiring, it is deemed to have automatically commenced voluntary winding up and dissolution. It may, however, be wound up earlier voluntarily if the members pass a special resolution to that effect.

Compulsory liquidation remains available to creditors of the LDC and also for its members in the circumstances applicable to other companies incorporated under the Companies Law.

Special features applicable to an LDC are:

• The Articles of Association of an LDC may provide that the transfer of any share of a member requires the unanimous resolution of all other members.
• The Articles of Association of an LDC may provide that the management of the company is vested in the members who are then to be considered as the directors of the company. However, those members can delegate management to a board of directors.
• The name of the company must end with “Limited Duration Company” or “LDC.” The registration fee is CI$200, plus the normal exempted company registration fee. The annual fee is the same as that for exempted companies.

Transfer by Continuation
To register, the name of the company must be acceptable to the Registrar under the provisions of section 30 of the Companies Law. The company must file with the Registrar a declaration that the operations of the registrant will be conducted mainly outside the Cayman Islands.

The application must be accompanied by an undertaking that notice of the transfer has been or will be given within 21 days to the secured creditors of the registrant. If the company is required to be licensed under any law, e.g., the Banks and Trust Companies Law (1995 Revision), the Insurance Law (1998 Revision), the Mutual Funds Law (1999 Revision), or the Companies Management Law (1998 Revision), then it is prohibited from carrying on its business in or from within the Cayman Islands unless it has obtained the requisite license.

The fee payable for registration by way of continuation is the same as that payable on registration of an exempted company.

Segregated Portfolio Companies
The Segregated Portfolio Company (SPC) is a form of exempted company whose business is restricted to offshore insurance and which possesses either a restricted or unrestricted class “B” insurer’s license granted under the Insurance Law (1998 Revision).

This company is required to include in its name either “Segregated Portfolio Company” or “SPC”. An SPC allows for the segregation of the assets and liabilities of individual portfolios – known in some parts of the world as “cells” – from the general assets of the overall company as well as from other portfolios. The Companies (Amendment) (Segregated Portfolio Companies) Law, 1998 (now part XIV of the Companies Law (1998 Revision) provides the desirable legal framework to facilitate rent-a-captives.

This development is particularly beneficial for medium to smaller sized companies for whom individually it may be uneconomic to establish their own captive or to meet the capital requirements to comply with our laws.

Foreign companies
A foreign company is a company incorporated outside the Cayman Islands but carrying on business locally. Such a company must be registered in Cayman, and for this the

Registrar must be supplied with:

1. A certified and authenticated copy of the charter and by-laws or Memorandum and Articles of Association (including a certified translation, if necessary). These documents must bear the public seal of the country, city or place governing the foreign company’s incorporation.
2. A list and specified details of the directors.
3. The name and address of a person resident in the Islands who is authorised to accept service of process and any notices on behalf of the company.
4. The requisite fee.

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Can I work while I’m in the Cayman Islands?

A casual visitor is not permitted to take up or solicit employment while in the Islands. A work permit must be applied for and obtained before arrival, either by the individual, if he is to be self-employed, or by the employer with a post to fill. A work permit entitles the holder and named dependents (normally limited to three) to live in the Islands during the term of the license or specific employment. Dependents will not be allowed to work without their own licenses.

If you're planning a business trip, please know in advance that sales people planning to solicit business and take orders in our islands require a temporary work permit. Applications for this may be obtained in advance from the Department of Immigration. Contact their office weekdays between 9 a.m. and 4 p.m. at (345) 949-8344. You also must declare all samples of goods you're bringing into the country and these must leave with you.

Please know that under our Immigration Laws visitors are not allowed to accept jobs in the Cayman Islands without a government-issued work permit.

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