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.       General Information of Cayman Islands

(1)      Location

The Cayman Islands is near the western Caribbean Sea, and a Territories of the United Kingdom. The 264 km2 territory comprises the three islands of Grand Cayman, Cayman Brac and Little Cayman. The capital and most populous city as George Town on Grand Cayman.

(2)      Population

The Cayman Islands population over 68,000 people, representing a mix of more than 100 nationalities. The official language is English.

(3)      Legal Structure

The law system in the Cayman Islands based upon English law, and execution of common law. And the government is headed by the governor has constitutional powers, and who is appointed by the Queen of the United Kingdom on the advice of the British Government to represent the monarch.

(4)      Financial Infrastructure

The main economic activity on the Cayman Islands is financial services, there are over 100,000 registered companies. There are no exchange controls, and no impose income tax, capital gains tax, or corporation tax in the Cayman Islands. Therefore, is the most commonly invest business jurisdiction by foreign investors.

 

2.       Features of Cayman Islands Exempted Company

(1)      Company Name

A Cayman Islands company may be incorporated with a dual name in a foreign script. The company name may be expressed in Chinese characters (including on the company’s Certificate of Incorporation), so long as an English translation is provided.

The Registrar will not register a company the name of which is identical to the name of an existing company or so nearly resembles that name as to be calculated to deceive.  There are certain other sensitive words which, in some cases, may not be included in a company’s name at all and, in other cases, require the consent of the Registrar, for example ‘bank’, ‘trust’, ‘insurance’, ‘royal’.  There is no requirement for an exempted company to include any suffix such as ‘Ltd’, ‘Limited’ or ‘Inc’.  Following the commencement of the Limited Liability Companies Law (Revised) an exempted company may not be registered using the abbreviation ‘LLC’ or the words ‘limited liability company’ in its name.

(2)      Memorandum and Articles of Association

The memorandum and articles of association form the constitution of a Cayman company. The copy of the memorandum and articles of association must be made available to every member of the company on request. The Cayman Islands Company is able to alter its Memorandum and Articles of Association without restriction but the company is required to notify the Registrar if any changes.

(3)      Shareholders and Capital

A Cayman Islands company must have at least one shareholder. The register of members must be kept at the registered office in the Cayman Islands. The Register of Member does not open for public inspection.

The standard authorised capital is USD50,000, and the minimum share capital of company is USD1. The Cayman Islands Company may issue shares in nominal or no-par value.

 
(4)      Directors

The Cayman Islands Company must appoint at least one director.  Local director is not required for the Exempted Company. The register of director must contain the names and addresses of the directors and their dates of appointment and removal or resignation. Also, the register of director is required to be kept at the registered office. A copy of the register of director must be sent to the Registrar for registration within 60 days in there are any changes of director of the company.

(5)      Company Secretary

The Cayman Islands Company is not a mandatory to appoint a company secretary. However, since the Companies Law of Cayman is more stringent, and therefore we would recommend the Exempted Company to appoint a company secretary in order to ensure that the company complies with all statutory requirements

(6)       Registered Office

The Cayman Islands Company shall have a registered office in the Islands to which all communications and notices may be addressed. The company may, by resolution of the directors, change the address of the registered office of the company to another address in the Islands.

(7)      Annual Return

Cayman Islands Company is required to file the Annual Return to the Registry in every year, for declaring whether there has been an alteration in the memorandum of association and states the nature of business. Also, declaring that the operations of the exempted company since the last return or since registration of the exempted company, as the case may be, have been mainly outside the Islands.

(8)      Annual General Meeting

Cayman Islands Company is not required to hold any annual general meeting, unless prescribed in the Articles of Association.

(9)     Taxation

Cayman Islands Company is not subject to any income, withholding or capital gains taxes in the Islands. Shareholders will not be subject to any income, withholding or capital gains taxes in the Cayman Islands with respect to their shares and dividends received on those shares, nor subject to any estate or inheritance taxes in the Cayman Islands. 

3.       Registration Procedures and Fees

(1)      Registration Fees

Our fees for the formation and registration of an exempted company with standard authorized capital of USD50,000 and with standard Memorandum and Articles of Association are USD4,050. The fees quoted include our professional registration service, provision of a registered agent and registered office service for one year and the payment of official filing fees to the Cayman Islands Government.

(2)      Materials Required for Incorporation

Client needs to provide the following documents and information to Kaizen by email or post for the purpose of incorporation:

(a)	Proposed company name;
(b)	The copy of the passport and address proof documents by the shareholders and directors (such as utility bill or telephone bill or bank statement); if the shareholder are corporations, , please provide Certificate of Incorporation, latest registered office address proof, latest register of directors, latest register of members and register of ultimate beneficial owners, and the identity and residential address proof of each shareholder or Ultimate Beneficial Owner holding more than 10% of shares in that company;
(c)	Amount of share capital (unless otherwise advised, all company will be incorporated with a standard share capital of 50,000 shares), and percentage of shareholding by each shareholder, if more than one shareholder;
(d)	Filling the “KYC Questionnaires” and “Offshore Company Incorporation Order Form” provided by Kaizen.

The identification documents and address proof documents of shareholders and directors must be certified by a staff of Kaizen, or by a CPA, lawyer or attesting officer. Client can visit any of our offices with the original copy of the identification documents of the shareholder and director and our staff will perform certification.

(3)      Annual Maintenance Fee

The annual maintenance costs for the second and subsequent years of a standard Cayman Islands exempted company (share capital no more than USD50,000) are USD3,350. The annual maintenance costs include annual franchise or license fees, annual registered office and registered agent fee. Annual renewal fees are due for payment before 30 November every year. The abovementioned annual maintenance fees do not include the annual Economic Substance declaration which depends on the company’s activities.