CAYMAN ISLANDS

4. Other Forms/entities

A. Incorporation

The Companies Law (2009 Revision) provides for three types of companies to be incorporated: ordinary companies; ordinary non-resident companies, and exempted companies. There are also four further sub-categories of companies: exempted limited duration (exempted companies of limited duration); guarantee (ordinary or exempted companies having the liability of their members limited by guarantee); hybrid (ordinary or exempted companies limited by guarantee, but also having a share capital); and not for profit.

Ordinary companies are companies that carry on business within the Islands. An ordinary non-resident company will be designated as such by the financial secretary under the Local Companies Control Law if the financial secretary is satisfied that such company does not carry on business within the Islands and does not intend to do so. An exempted company may not carry on business in the Islands except in furtherance of its business abroad. Generally, exempted and non-resident companies are chosen as the underlying companies in a Cayman trust structure.

Filing the memorandum and articles of the company with the registrar of companies incorporates a company. For an express fee of KYD475, a company may be incorporated within 24 hours; otherwise, there is usually a four-to-five-day wait for registration to be confirmed.

B. Capitalisation

Companies must have at least one shareholder. Shares do not have to be paid upon issue and may be of any par value. Par value may be expressed in any one or more currencies. If authorised by its articles of association, a company may issue fractional shares.

C. Director Requirements

Cayman Islands' law does not require company directors to be resident in the Islands. Nonetheless, both ordinary and exempted companies are required to maintain a register of directors and officers, and notify the registrar of its contents. Such registers are not available for general inspection.

Provisions relating to the number of directors, directors' ability to hold shares, remuneration, etc, are usually contained in the articles of association.

The directors may meet together for the dispatch of business, adjourn or otherwise regulate their meetings as they see fit.

D. Disclosure And Other Requirements

All companies must have a registered office in the Islands. Companies are required to file an annual return with the government and to pay an annual governmental fee. Other licence fees may also be payable to the government depending on the business of the company (e.g. banking and trust company licence fees).


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