Shareholders, Directors and Meetings

Unless otherwise indicated, the Cayman Islands Company mentioned in below refers to an Exempted Company (limited by shares) formed and registered in accordance with the Companies Law (Revised) (Companies Law) of the Cayman Islands.

1.       Shareholders and Capital

The Cayman Islands Company must have at least one shareholder, that may either be a company or a person, regardless of nationality or residence. Upon the registration of the company shall be entered as members on the register of members hereinafter mentioned, and every other person who has agreed to become a member of a company and whose name is entered on the register of members, shall be deemed to be a member of the company.

The register of members shall be kept at the registered office in the Cayman Islands. It does not open for inspection by the member of public. The register of members contains the names and addresses of the members, and their dates of register and/or ceased to be a member.

Since Cayman Islands Company have no minimum capital requirement. The Cayman Islands Company may issue shares in nominal or no-par value. In the case of a company having a capital divided into shares, the register of members must contains the shares held by each member, distinguishing each share by its number.

2.       Directors

The business of the company shall be managed by the directors, who may exercise all such powers of the company by the Law or articles. The Cayman Islands Company must appoint at least one director. There are no statutory maximum number of directors, and no restrictions as to the director’s nationality or residence.

Every Cayman Islands Company shall keep the register of directors at the registered office. It does not open for inspection by the members of public. The register of directors must contain the names and addresses of the directors, and their dates of appointment and removal or resignation. If any changes are made to the register, the company must notify the Registry of Companies within 60 days after change.

3.       Meeting

Most of the meeting requirements are subject to the Memorandum and Articles of Association of the company, the meeting of the members and/or the directors may be validly convened and business conducted as provided by the articles of association, with such member or director being present in person, or otherwise as may be provided by the articles of association.

In general, when the resolution has been passed by a majority of at least two-thirds of members as being entitled to vote, the resolution as a special resolution has been duly given. Unless a poll is demanded by at least one member, a declaration of the chairman that the resolution has been carried shall be conclusive evidence of the fact, without proof of the number or proportion of votes recorded in favor of or against the same.

A Cayman Islands Exempted Company is not required to hold an annual general meeting, unless prescribed in the Articles of Association. Also, there is no specified location where meetings must take place, it can hold the general meeting of the members and directors anywhere.