The Cayman Islands has an excellent legal, fiscal, financial and professional environment for the incorporation of international business companies.
The Cayman Islands is a world-leading offshore financial services jurisdiction due to its political and economic stability, and its broad offer of banking, trust, fund formation, structured finance and securitization, captive insurance, and international business services.
Cayman Islands law is based on English Common law and governs the incorporation of the Exempted Companies, Cayman’s most popular offshore company.
In the Cayman Islands, there are no direct taxes. No corporation tax, income tax, capital gains tax, inheritance tax, gift tax, nor wealth tax. Transfer of shares is not subject to stamp duty unless the Exempted company holds property within the islands. Certain documents may also be subject to nominal stamp duty.
There is no exchange control and no restrictions on the movement of funds to or from the Islands.
In addition, exempted companies may request to the government a Certificate of up to 50 years tax exemption against any future Cayman Islands taxation.
No minimum capital requirements and shares may be with or without par value, issued at a premium over par value, in fractions of a share, preferred, deferred, or other special rights.
Annual reporting filings are minimal, there is no need to file financial statements and audits are not required unless the company is an investment fund regulated by the Cayman Islands Monetary Authority.
Reporting requirements are limited to an annual return stating whether there has been a modification of the Memorandum of Association and confirming that no business has been conducted within the jurisdiction.
Exempted companies are an excellent vehicle for fund and international investment management.
Registered Address
An Exempted company must have a registered office in the Cayman Islands, provided by a licensed service provider, such as Bell Rock.
General Meeting
Annual general meetings are not mandatory. However, if meetings are held, they can be anywhere in the world and maybe by proxy. Minutes of the meeting must be taken but the minute book can be kept anywhere.
Electronic Signature
Permitted.
Re-domiciliation
Inward and outward re-domiciliation is allowed.
Share capital
There is no authorized share capital established, and shares may be denominated in one or more currencies. Shares may be with or without nominal or par value, issued at a premium over par value, in fractions of a share, preferred, deferred, or other special rights. Bearer shares are not allowed. Shareholders' details are not publicly available. Nominees are allowed.
Shareholders
Exempted companies may be incorporated by one or more shareholders, who can be either natural or legal persons, residents or non-residents, without restrictions. Details of shareholders are not publicly disclosed.
Directors
At least one director is required, who may be a natural person or a legal entity. Registered investment funds are required to have a minimum of two directors.
Secretary
The appointment of officers such as a secretary is optional, and may be an individual or a corporation, resident or non-resident.
Economic Substance
Along with its fellow Crown Dependencies, Overseas Territories and other international financial centres, the Cayman Islands now has comprehensive legislation and regulations requiring legal entities domiciled or registered in the Islands and carrying on certain activities to have demonstrable substance in Cayman. (i) fund management; (ii) banking; (iii) insurance, finance and leasing; (iv) distribution and service centre business; (v) headquarters business; (vi) intellectual property business; and (vii) holding company business.
Exemptions include:
investment funds or entities through which investment funds directly or indirectly invest or operate;
entities which are tax resident outside the Islands (including, subject to certain conditions, entities which are disregarded entities for US income tax purposes);
entities which are authorised to carry on business locally in the Cayman Islands as a domestic company.
The International Tax Co-operation (Economic Substance) Act (Act) reflected Cayman's commitment to its obligations as a member of the OECD's global Base Erosion and Profit Shifting (BEPS) Inclusive Framework and corresponding EU requirements for no or nominal tax jurisdictions.
How Bell Rock can assist?
As a licensed Cayman Islands firm, we routinely incorporate Cayman Islands entities such as exempted companies, segregated portfolio companies, LLC's, foundations, partnerships, provide structuring advice on more complex structures such as fund formation and transactions involving Cayman special purpose entities, director services, company secretarial, registered office, compliance and economic substance services. Contact us for further information: info@bellrockgroup.com
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