Cayman Islands - Procedure of Incorporation


The principle corporate legislation in the Cayman Islands is the Company Law (2007 Revision) which is based on the English Companies Act (1948). The type of company commonly used for international business and investment purposes is an Exempt Company.  A Cayman Islands Exempt Company has all the powers of a natural person and can be formed with or without liability.

The procedure for the formation of a Cayman Islands Offshore Company is fast and efficient. The general process is as follows:

For an Individual the following documents are required:

  • A completed application form with details of preferred name and beneficial directors and shareholders (nationality, country of residence, address, profession etc)
  • A scanned and notarized copy of the passports of the beneficial directors and shareholders are required
  • A photocopy of another official document (such as Driving License, ID Card etc) notarized to confirm the copy is a true copy and the photo is a true likeness
  • An original proof of residence showing the name and address of the individual. This can be in the form of a utility bill or bank statement and must not be older than 3 months
  • Two original letters of introduction. This can be from a bank, lawyer, accountant or similar profession.

For a Company the following documents are required:

  • Certified copy of the Certificate of Incorporation
  • Certified copy of the Company’s Memorandum and Articles of Association
  • Certified copy of the Registered Shareholders with details of shares held by each
  • Certified copy of Register of Directors
  • Certified copy of the Register of Offices
  • For at least 2 Directors the documents set out in ‘Individual' section above
  • At this point Eltoma will issue an invoice for a Cayman Islands Company Formation. Upon receipt of money we start the incorporation process.
  • The Memorandum and Articles of Association will be sent to the Registrar of Companies along with a sworn statement that the company will carry out activities outside of the island. The Memorandum of Association will include; the name of the company, the address of the registered office of the company, the function and objectives of the company, the share capital of the company and an explanation of liability
  •  When the Memorandum of Association is accepted The Registrar of Companies will provide the company with a Certificate of Incorporation

 

Company Administration Guidelines


Share Capital:

  • There are no minimum capital requirements for a Cayman Islands Company
  • Bearer shares can be issued but must be held by a Custodian approved by the Cayman Islands Monetary Authority
  • Registered shares can be held in an individual name or corporate body
  • Shares may be issued with nominal or no par value
  • A Cayman Islands Company can be formed with one shareholder
  • Details of shareholders are not maintained on public record

Directors:

  • A minimum of one director is required
  • Corporate directors are permitted
  • Directors do not have to be shareholders or resident in the Cayman Islands
  • Meeting required once a year on the island. Can be done by the appointment of proxies

Restrictions on Name & Activity:

  • The company name must not contain any of the following; Bank, Building Society, Insurance, Fund Management, Asset Management or Trust.

Local Requirements:

  • A registered office must be maintained
  • It is customary to appoint a company secretary but not mandatory. A representative can act in the capacity of a company secretary
  • The company secretary is not required to be a qualified secretary
  • Can either be a corporate body or an individual

Confidentiality:

  • The Confidential Relationship (Preservation) Law makes it a criminal offence to disclose or obtain confidential information in relation to Cayman Companies.

Timescale:

  • Incorporation is quick and will usually take only a few days.