There is five types of companies that may be registered in the Cayman Islands – resident companies, non-resident companies, exempted companies, limited duration companies and foreign companies. They may be incorporated with members’ liability limited by shares or by guarantee, as unlimited companies, or as non-profit organizations. 

• What is an Exempted Corporation?

• What are some of the benefits the Exempted Corporation has?
• An exempted company need not keep a register of members, nor file annual returns with the Registrar – while an ordinary company must do both.
• An exempted company need not hold an annual general meeting – which an ordinary company must.
• The Governor is empowered to grant an exempted company a guarantee that should direct taxes ever be introduced in the Islands the company will be exempt for an initial period of 20 years, which period can be increased to 30 years.
• An exempted company may alter its Memorandum and Articles of Association without restriction.
• It may issue shares with nominal or no par value, and which can be either negotiable or non-negotiable (i.e., to bearer)
• The only requirement for annual meetings is that the board of directors meets at least once a year in the Islands.
• The annual return to the Registrar is a simple matter, requiring only the declaration that:
• No changes, other than those notified to the Registrar, have been made in the Memorandum of Association;
• The provisions of the Companies Law have been observed; 
• The company’s operations have been mainly outside the Islands.
• An exempted company need not include the word "Limited" after its name.
• The Registrar must give one month’s notice before taking action to strike off an exempted company.
• An exempted company may express its capital in any currency.

• How long does it take to confirm a corporate name?
• How long can corporate names be reserved in the Registry?
1. A name can be reserved for 30 days.
• The corporate name of a Cayman Islands must include: 
1. Any of the following words must be part of the name of a Cayman Islands IBC: 

• The corporate name of a Cayman Islands may not include: 
1. Any of the following words or abbreviations cannot be included: 
• Chamber of Commerce
• Building Society
• Royal
• Imperial
• Empire
• Municipal
• Chartered
• Mutual fund
• No name may contain the words "co-operative", "assurance", "bank", "trust", "Insurance or any similar word which in the opinion of the Registrar connotes any of such activities or any derivative of any of such four words or of such similar words, whether in English or in any other language, or in the opinion of the Registrar suggests or is calculated to suggest any of such activities.

1. They are able to arrange the registration of an exempt company on a same day basis although it will usually take a day or two for the constating documents to be returned to us.

1. All special resolutions of the company including the change of name of a company or amending the Memorandum or Articles of Association must be filed with the Registrar of Companies within 15 days. A resolution changing directors and officers of the company or changing the registered office of the company must be filed with the Registrar of Companies within 30 days. In addition, an exempt company is required to hold an annual meeting of the directors once a year in the Cayman Islands, and to file an annual return. Alternate directors who approve and file the annual return usually hold the annual meeting. This satisfies the requirement to hold a meeting in the Cayman Islands without actually requiring the directors to come to the Cayman Islands.

• What is the maximum and minimum authorised capital for a Cayman Islands corporation?
1. The minimum government incorporation fee allows for a share capital of up to US$960,000.00 (US$900,000 for an exempted company) which is, therefore, the authorised share capital most commonly chosen by companies. There are no minimum capitalisation requirements (other than for banks, trust companies and insurance companies).
• What type of shares a Cayman Island company can issue?
1. Cayman Islands companies may issue shares of different classes and designations such as preferred, common or ordinary.
• Can any of the shares be issued on behalf of local residents?
• Is confidentiality of the Shareholders available in the Cayman Island?

• What is the minimum number of Directors and Officers a Cayman Islands corporation can have?
1. A minimum of two directors is usually appointed (one director can serve as secretary). There are no nationality or residence requirements for directors.
• How are the Directors and Officers appointed?

• What qualifying factors the Directors and Officers of a Cayman Island corporation, should submit? 
1. Generally the Register Agent require all directors, officers and members of an exempt company to provide them with two business references each to meet our internal due diligence requirements. If the company intends to be licensed by the Cayman Islands Government, the directors, officers and shareholders (who are natural persons) will be required to complete and file with the Monetary Authority a personal questionnaire in which they will be required among other things to demonstrate their relevant experience in the respective business.
• What information can be revealed about the Directors and Officers?
1. The Register of Directors and Officers in not a public documents, although copies of the registers are filed with the Registrar of Companies.
• Can the directors or officers bind the company?
1. The Articles of Association of a company may be drafted to permit a director or officer of a company to bind the company and directors and officers have ostensible authority to bind the company.
MEETINGS  
• Is it necessary to hold annual meetings of Shareholders and/or Director? 
1. Shareholders must assemble at least once a year at a general meeting.
• Where can these meetings be held?
1. The shareholders’ meetings can be held anywhere in the world.
• What constitutes quorum at a meeting of the Shareholders or of the Board of Directors? 
1. The Articles of Association of an exempt company will define the quorum required at a meeting of the shareholders or the Board of Directors.
• Can proxy (substitute) represent a member/shareholder?
1. The use of proxies or of alternate directors who are local residents can meet this requirement. Directors have the right to appoint a company manager. If the Memorandum and Articles so provide, a meeting of members or directors is considered valid if only one person is present.
2. It is normal for an exempt company to permit its shareholders to act by way of proxy and for its directors to act by way of alternate directors.
• What are the requirements with respects to Notices given for meetings?
1. The Articles of an exempt company will define the notice the notice period required for meetings of the company.
• Can resolutions of the Directors and/or Shareholders be adopted by consent?

• Is it necessary to prepare or file accounts?
1. A simple exempt company, which has no licenses, will not required to file annual accounts.
• What books or registers are requisite for the Company?
1. An exempt company is required to maintain a register of directors, officers and mortgages and charges at its registered office and a register of members at any place within or outside the Cayman Islands.
• Does the company require a corporate seal, and where is it kept?
1. It is normal for an exempt company to obtain a company seal, which normally kept at the registered office of the company. Duplicate seals may be authorised by the company and may be kept at a location approved by the directors of the company. A Company is not required to obtain a seal and pursuant to Cayman Islands law all documents, which were required to be sealed may now be executed as deeds and are not required to be sealed.
• Must a Company file annual tax returns?
1. An exempt company is required to file an Annual Government Return, and to pay an annual fee to maintain its good standing. In addition an exempt company will normally pay an annual registered office fee. There are no taxes payable by an exempt company and the company may apply to the Executive Council of Government for a tax undertaking. When obtained this guarantees to company exemption from taxes for a period of twenty years from the date of issue.
• What information about the Company is available to the public?
1. The information that is available to the public are the following:
1. The name of the company.
2. The date of incorporation of the company.
3. The type of company (i.e. Exempt, non-resident etc.)
4. Whether the company is active or inactive.
5. Name and address of the registered office of the company.
6. The company number.
• What resolutions or amendments shall be filed in the Registry office?
1. A list of directors and officers, their addresses and occupations, must be filed with the Registrar of Companies. A copy must be sent to the Registrar the following January so that a return is filed every January following the year of incorporation. The return must also include data on capital, including amount and number of shares, which must be registered.
RE-DOMICILIATION
• What is re-domiciliation?
1. Re-domiciliation is where a Company changes its jurisdiction of domicile. This involves transferring a corporation without dissolving nor liquidating it, to another jurisdiction, being protected under its laws, without extinguishing the obligations and rights obtained and subject to the old jurisdiction. It operates bilaterally between both jurisdictions, in that the jurisdiction being left cannot have laws which automatically terminate the existence of the corporation upon a change of domicile, and the new domicile must have legislation which allows a corporation to continue from another jurisdiction. Generally, such legislation exists only in tax havens. 
• Is the re-domicile contemplated in the Act?
1. The re-domicile of an exempt company i.e. the transfer by way of continuation to another jurisdiction is contemplated by the Companies Law (1995 Revision) and may be undertaken by an exempt company, provided the Articles of Association of the company permit the transfer in this manner, and provided the jurisdiction to which the company is transferring permits or does not prohibit a transfer in this manner.
CAYMAN ISLANDS Statutory Fees & Services Charges for Exempted

 

Item	Authorised Capital	Government Fee	Fees
Incorporation	Capital of $42,000 or less Capital in excess of $42,000 but not exceeding $1.7 million In excess of $1.7 million	$410.00  $574.00  $1,435.00
Continuation
Annual License Fee	Capital of 42,000 or less Capital in excess of 42,000 but not exceeding $1.7 million In excess of $1.7 million	$410.00  $574.00  $1,435.00
Merger/Consolidation
Arrangements
Articles of Merger or Cons.
Articles of Memorandum
Articles of Dissolution	Registration
Resolution of Rescinding Articles of Diss.	Registration
Incorp./Merger/Consol./  Documents
Documents
Company Name
Each Entry	Inspection