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Cayman Islands
Exempt Company
Company formation – General Info
Incorporation procedures
If you are considering setting up a company in the Cayman Islands, it’s essential to know about the incorporation procedures involved. The Cayman Islands is a renowned offshore jurisdiction due to its tax-neutral status, robust privacy laws, and modern infrastructure. In this section, we will provide you with a step-by-step guide to setting up your business in the Cayman Islands while ensuring compliance with local laws and regulations.
The initial step to opening a company in the Cayman Islands is to secure a distinctive name for your business. This name must be unique, and you can verify its availability on the Cayman Islands Division of Companies website. Once you’ve obtained a suitable name, the subsequent action is to file Articles of Association with the Division of Companies. This document delineates the company’s rules and governance structure.
Following that, you’ll need to appoint a regulated agent who will serve as the local representative for your company and manage all legal documentation. Additionally, you must appoint directors and shareholders, who can be either individuals or corporations, depending on the type of company you intend to establish.
Lastly, you’ll be required to submit your company’s Memorandum of Association and remit the requisite fees to the Division of Companies. The Memorandum of Association outlines the objectives and purpose of your company. Once your company is officially incorporated, you can commence your business operations in the Cayman Islands.
Key Points
The process of company formation in the Cayman Islands encompasses securing a unique name, filing Articles of Association, appointing a regulated agent, directors, and shareholders, and submitting the Memorandum of Association.
The prerequisites for directors and shareholders differ based on the type of company you intend to establish.
Upon incorporation, you can commence your business operations in the Cayman Islands, taking advantage of its tax-neutral environment, privacy-focused regulations, and modern infrastructure.
Cayman Islands Corporate services
Establishing a business in the Cayman Islands may be a complex endeavor, but there are corporate services accessible to simplify the process. These services are tailored to assist you throughout the company formation journey and ensure your compliance with local laws and regulations.
Cayman Islands corporate services provide a range of solutions to facilitate the company formation process. These services can assist with:
- Evaluating corporate structures and offering advice on the most suitable ones for your business requirements.
- Compiling the necessary documents and filings.
- Supplying company office and nominee director services.
- Facilitating the opening of bank accounts on behalf of your company.
- Assisting with local compliance obligations.
- Offering ongoing support for your business.
Corporate service providers in the Cayman Islands are seasoned professionals who possess a deep understanding of local laws and regulations. They can guide you through the intricacies of company formation, ensuring that your business is positioned for success.
It’s important to note that while corporate services can be invaluable, they are not a substitute for legal counsel. Depending on the complexity of your business needs, you may still require legal advice to guarantee the proper structuring and compliance of your company.
Incorporation Requirements
Initiating a business in the Cayman Islands demands adherence to specific prerequisites. Below are the fundamental elements to consider when establishing a company in the Cayman Islands.
Minimum Share Capital: There is no mandatory minimum share capital requirement for companies in the Cayman Islands. However, it is crucial to specify the number and value of shares in your company’s Articles of Association.
Directors: Companies incorporated in the Cayman Islands must appoint at least one director. These directors can be of any nationality and are not obliged to be residents of the Cayman Islands. However, your company must have an office address within the Cayman Islands.
Shareholders: To form a company in the Cayman Islands, you must have a minimum of one shareholder. Shareholders can be of any nationality and do not need to be residents of the Cayman Islands. They can be either individuals or corporate entities.
Documentation: For Cayman Islands company formation, you must submit several documents to the Division of Companies. These documents include the Articles of Association, Memorandum of Association, copies of passports and address proofs for shareholders and directors, and the Certificate of Incorporation.
It is imperative that all your documents are precise, complete, and adhere to the Companies Law, Rules, and Regulations. Failing to meet these requirements could result in the rejection of your application, delays, or substantial fines. Seeking professional assistance can ensure a seamless and efficient incorporation process.
Cayman Islands
Step-by-step Company Formation
The establishment of an offshore company in the Cayman Islands is a sought-after choice for businesses aiming to establish a presence in one of the world’s foremost offshore financial centers. Cayman Islands company setup offers numerous advantages, including tax benefits, confidentiality, and asset protection.
When embarking on the incorporation of an offshore company in the Cayman Islands, the primary step is to engage the services of a reputable company formation provider. They can offer expert guidance on the requirements and procedures involved and assist you in navigating local laws and regulations. The provider can also help ensure that your company’s structure complies with the relevant legislation.
To start opening an offshore company in the Cayman Islands, the following steps are typically undertaken:
1. Choose a company name
The chosen name must be unique and not already filed in the Cayman Islands. Additionally, it must conform to specific rules and guidelines.
2. Prepare the Memorandum and Articles of Association
The Memorandum of Association delineates the company’s objectives and scope of activities, while the Articles of Association outline the rules and regulations governing the company’s internal affairs.
3. Appoint a regulated agent and director / shareholder
Cayman Islands law necessitates that all companies in the jurisdiction appoint a regulated agent and director and shareholder. The regulated agent must be a licensed service provider, while director and shareholder scan be of any nationality and do not need to be residents of the Cayman Islands. They can be either individuals or corporate entities.
4. File the necessary documentation with the Division of Companies
The Division of Companies oversees the incorporation process of all companies in the Cayman Islands. The filing requirements include submitting the company’s Memorandum and Articles of Association, along with any other required documents.
5. Secure business licenses and permits
Depending on the nature of your business, you may need additional licenses or permits to operate legally in the Cayman Islands.
6. Open a bank account and obtain necessary financial licenses
To conduct business in the Cayman Islands, your company may need to open a bank account and acquire pertinent financial licenses.
Company Formation Services
Relevant Features
When evaluating options for the best company formation services in the Cayman Islands, several factors should be taken into account. Making the right choice can ensure a successful and stress-free company formation process. Here are some guidelines on what to consider:
+ Reputation
Go for a company formation service in Cayman Islands with a strong reputation in the industry.
+ Experience
Ensure that the service possesses experience in handling Cayman Islands company formation. They should have a thorough understanding of the incorporation process, as well as local laws and regulations.
+ Services offered
Consider the range of services provided by the formation service. Do they offer a comprehensive package that includes all the necessary steps for company formation, or do they offer limited services?
+ Cost
While cost should not be the only determining factor, it is important to ensure that the service is providing value for money. Compare prices and services offered by different providers to find the best fit for your needs and budget.
By taking the time to research and evaluate different company formation services in the Cayman Islands, you can find the one that best meets your requirements and ensures a successful company formation process.
Cayman Islands Beneficial Ownership Obligations
In line with the Beneficial Ownership Transparency Act, 2023, and the Beneficial Ownership Transparency Regulations, 2024, which are set to come into effect on July 31, 2024, the Cayman Islands has introduced a new regulatory requirement known as the Beneficial Ownership Obligation (“BO obligation”).
Under this new BO obligation, all companies (“Legal Persons”) are required to:
(a) Identify the Beneficial Owner(s) of the entity, which includes any individual who directly or indirectly owns or controls 25% or more of the shares, voting rights, or interests in the company, or any Reportable Legal Entity (excluding foreign companies, foreign entities, or foreign limited partnerships) that would be classified as a Beneficial Owner if it were an individual;
(b) Submit accurate, complete, and up-to-date information about the identified Beneficial Owner to the Regulated Agent in the Cayman Islands;
(c) Maintain an up-to-date Beneficial Owner Record (BOR). If there are any changes in the details of a fileable Beneficial Owner, the Legal Person must document the changes and notify the Regulated Agent to update the BOR within 30 days.
Submission Beneficial Ownership Information
The Cayman Islands has established new regulations requiring certain entities, including companies, limited liability partnerships (LLPs), and limited liability exempted partnerships (LLEPs), to maintain and file Beneficial Ownership Information (BOI) with the Cayman Islands General Division of Companies.
Key Aspects of the New Regulations:
• Submission Deadline – Entities must submit their beneficial ownership information within 60 days of incorporation. This deadline is mandatory and applies continuously.
• Beneficial Owner Definition – A beneficial owner is an individual who directly or indirectly holds more than 25% of the shares or voting rights of a company or legal entity, thereby exercising control or ownership.
• Required Information – The following details must be submitted regarding the beneficial owner:
– Full name, nationality, and date of birth.
– Residential or business address.
– Information about the nature and extent of their control or ownership of the entity.
This obligation applies to entities incorporated in the Cayman Islands, such as limited partnerships and exempted partnerships, but excludes publicly traded entities or those already regulated under other laws.
• Submission Process – Information must be submitted via the Beneficial Ownership Secure System (BOSS), a secure online portal operated by the Cayman Islands General Division of Companies.
• Penalties for Non-Compliance – Entities that fail to submit the required information may face fines, penalties, and, in severe cases, may be struck off the Division of Companies.
These regulations are part of the Cayman Islands’ ongoing efforts to improve transparency and adhere to international anti-money laundering (AML) standards, including those established by the Financial Action Task Force (FATF).
For companies or partnerships formed before or during 2024, the deadline for compliance is January 1, 2025. It is crucial for all entities to ensure timely submission to avoid penalties or other legal repercussions.
Confidentiality of Beneficial Ownership Information
Beneficial Ownership Information (BOI) submitted in the Cayman Islands is not made publicly available. The information is kept confidential and can only be accessed by authorized entities under specific conditions.
• Confidential System – The Beneficial Ownership Secure System (BOSS) portal, through which the information is filed, is a secure platform that is not accessible to the public. It is administered by the Cayman Islands General Registry, ensuring that the information remains confidential.
• Restricted Access – The Cayman Islands Beneficial Ownership system is not searchable by the public. Only authorized individuals or entities can access the data, and they can do so only with the appropriate permissions.
All Beneficial Ownership Information submitted to the Cayman Islands General Registry will remain confidential and will not be disclosed to the public.
For clients who have registered their business entities through TBA, we are available to assist you with ensuring full compliance with these legal obligations and will guide you through the filing process.
Final comments
Company formation in the Cayman Islands can be a lucrative and hassle-free process with the right guidance and support. By understanding the incorporation procedures, corporate services available, requirements, and benefits of offshore company formation, you can make informed decisions and ensure a successful business setup in the Cayman Islands.
Whether you are a local entrepreneur or an international investor, the Cayman Islands offer a business-friendly environment with a stable political and economic climate. The islands are renowned as a leading offshore financial centre, attracting a range of industries, including finance, insurance, and tourism.
When choosing a company formation service, it is vital to consider the reputation and experience of the provider. Look for a service that can provide customized solutions, expert guidance, and a proven track record of successful incorporations.
With its tax-neutral status, modern infrastructure, and legal framework, the Cayman Islands offer an ideal location for international businesses looking to expand their footprint. By leveraging the right corporate services, you can streamline the incorporation process, reduce compliance risks, and focus on growing your business.
Packages and Prices
Cayman Islands
Standard
Package
The cheapest option company formation, payment government fees, company office, local regulated agent, Client Due Diligence (CDD) full and free tax and legal assistance, and much more, to keep your entity fully compliant.
Business
Package
A special package with all services as included on the Standard Package, plus our Bank Account opening services, providing account opening remotely, and offering you online banking, multi-currency account, debit cards and all other major banking services you may need.
Premium
Package
A package with all services as included on the Business Package plus full Nominee Services (Nominee Members and Managers) providing you the highest degree in terms of confidentiality and anonymity.
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