Cayman Island Exempt Company

Exempt Company

Exempted company formation in Cayman Islands levy no taxes on income, capital or withholding taxes, no annual accounting or auditing requirements and no minimum capital requirements. The Cayman Islands Exempted company is flexible financial instrument frequently used for international investment purposes and fund management.

  • Name check and approval
  • Filling the incorporation documents with the Registrar of Companies
  • Payment of the Government fee for an authorized capital up to USD 50,000
  • Provision of registered agent and registered address for one year
  • Provision of company secretary for one year
  • Rubber stamp
A standard set of original corporate documents:
  • Certificate of Incorporation
  • Memorandum & Articles of Association
  • Appointment of First Directors
  • Consent Actions of the Board of Directors
  • Share Certificates
  • Register of Directors and Members
LEGAL FORM The Companies Law 1961 (as amended, chiefly in 1990 and 1995) is based on English law and is the main law governing companies in Cayman Islands. There are four company types which are commonly registered in Cayman Islands under the Companies Law: Ordinary Resident Company, Ordinary Non-Resident Company, Exempt Company and Exempt Limited Duration Company. The most popular form of offshore operations in Cayman Islands, used by international investors, is the Exempt Company. An Exempt Company cannot trade within the Cayman Islands and own real estate in the Cayman Islands. It also cannot undertake the business of banking, insurance business or mutual fund business.

COMPANY NAME There is no requirement to utilize a suffix to denote limited liability, although normally companies are incorporated to include the suffixes Limited, Incorporated, Corporation or their abbreviations. The following names to be used, require licensing: Bank, Insurance, Assurance, Re-Insurance, Trust, Trustee, Savings, Royal, Asset Management, Fund Management, Investment Fund, Building Society, Municipal, Chartered. Names denoting any connection to local, state or national Governments are generally prohibited. Names can be expressed in any language using the Latin alphabet, if the Registrar of Company receives a translation thereof. The corporate documents will however be in English.

MEMORANDUM AND ARTICLES OF ASSOCIATION In order to incorporate an Exempt Company in Cayman Islands, the Memorandum and Articles of Association must be submitted to the Registrar of Companies, together with a sworn statement from the directors declaring that the business activities of the proposed company will be undertaken mainly outside the Cayman Islands. The names and addresses of the proposed first directors must be disclosed to the Registrar.

SHAREHOLDERS A minimum of one shareholder is required which may be an individual or a corporate body. Details of the shareholders do not appear in the public records.

SHARE CAPITAL There are no minimum capital requirements in the Cayman Islands under the Companies Law but there must be at least one share of no par value or one share of par value in issue at all times. The standard share capital is USD 50,000.00 divided into 50,000 shares of USD 1.00 each and this is the maximum for the minimum capital duty payable to the Registrar of Companies. The minimum issued share capital is one share. Preference shares, redeemable shares and voting or non-voting shares are permitted. Bearer shares are also permitted but must be held by an authorized or recognized custodian as approved by the Cayman Islands Monetary Authority.

DIRECTORS An Exempt Company must have at least one director, which can either be an individual or a body corporate. Directors can be of any nationality or residence, and need not also be shareholders. Directors’ register is not available for public inspection.

REGISTERED OFFICE AND SECRETARY Every Cayman Islands Company must have a local Registered Office. The Cayman Islands Companies Ordinance does not make any specific reference to a requirement for a company Secretary; however, it is customary to have company Secretary, who can be an individual or a body corporate.

MEETINGS An Exempt Company has to hold one director’s meeting a year in Cayman Islands. Shareholders meetings may be held outside Cayman Islands by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy.

INCORPORATION TIME From 3 to 5 working days, but we need up to 10 working days for legalization of the documents and delivery by courier.

RECURRING AND MAINTENANCE FEE AS FROM 2ND YEAR Provision of registered office and registered address Provision of registered agent and company secretary Payment of annual government fee

TAXATION Cayman companies are not subject to any form of direct taxation in Cayman Islands. The Exempt Company may be additionally benefited of a tax exemption certificate granted for a period up to 20 years as a safeguard against the local system of company taxation.

AUDIT AND FINANCIAL RETURNS There is no requirement to file audited accounts for Exempt Companies; however, the company is required to keep financial records, which should reflect the financial position of the company.

  • Name check and approval
  • Filling the incorporation documents with the Registrar of Companies
  • A standard set of original corporate documents
  • Payment of the Government fee for an authorized capital up to USD 50,000
  • Provision of registered agent and registered address for one year
  • Provision of company secretary for one year
  • Rubber stamp
DOCUMENTS REQUIRED FOR THE COMPANY FORMATION Please provide the following documents for all Directors, Shareholders, Beneficial Owners, Authorised Signatories:
  • Notarised copy of valid passport.
  • Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within 3 months).
  • Original or certified copy of Lawyer’s/Banker’s/Accountant’s reference letter (dated within 3 months).
  • In cases where shareholders and/or directors are corporate bodies, full apostiled set of corporate documents and Certificate of Good Standing (for companies registered more than 1 year).
SHIPPING COST Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to the invoice during checkout. Shipping costs for international courier services are set automatically at US$95. The fees depend on the jurisdiction of your ordered company, the country where the bank is based as well as your destination country.
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