If you wish to establish a business in the Cayman Islands, you are required to engage a local licensed service provider to incorporate your company.
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The incorporation and registration of a businesses is a relatively simple process that is generally conducted by a licensed local corporate service provider.
If you are establishing a 'Resident Company', i.e. a company that will operate in the local market, you can incorporate and register your business yourself directly on the Cayman Business Portal. However, if you wish to incorporate or register a legal entity in the Cayman Islands that will conduct business outside of the Cayman Islands, you must engage a local licensed service provider to incorporate your company. Most firms also provide additional services such as: registered office, corporate administration, directors and other officers and management of the company on the instruction of the beneficial owner(s).
Beneficial Ownership
The Cayman Islands has implemented the highest global standards for transparency and cross-border co-operation, which are regularly reviewed and enhanced. In order to comply with international standards and commitments to combat money laundering, tax evasion and terrorist financing, the Cayman Islands implemented a beneficial ownership reporting regime in 2017 which requires: (i) each Cayman Islands company, limited liability company, foundation company and limited liability partnership to, amongst other things, instruct its corporate service provider (CSP) to establish and maintain a beneficial ownership register at its registered office unless an exemption applies; and (ii) the competent authority to maintain a centralised electronic platform on which this beneficial ownership information is stored (the Beneficial Ownership Reporting Regime). The beneficial ownership information stored on this platform is not currently publicly available but can be searched by the competent authority on its own behalf or on behalf, and at the request of, specified Cayman Islands or UK law enforcement authorities. There are possible fines and imprisonment for breaching the Beneficial Ownership Reporting Regime.
Following industry consultation, the Beneficial Ownership Transparency Act, 2023 (BOTA) was gazetted on 15th December 2023, updating the Beneficial Ownership Reporting Regime in line with evolving international standards and the Financial Action Task Force recommendations. At the time of print, the BOTA was expected to come into force in summer 2024. When it does so, the BOTA will expand the scope of the Beneficial Ownership Reporting Regime by bringing exempted limited partnerships and limited partnerships within the scope of the regime, and also by removing a number of the current exemptions to establishing and maintaining beneficial ownership registers. The BOTA also provides that certain regulated entities will be able to access beneficial ownership information.
The Cayman Islands Government made a commitment in 2019 to introduce public registers of beneficial ownership information following an international campaign to encourage more countries to commit to publicly accessible registers by the end of 2023. However, a judgment of the Court of Justice of the European Union in November 2022 on this topic has raised questions on the constitutionality of implementing a public register. Consequently, the BOTA currently provides that beneficial ownership information can only be made available to the public if and when regulations have been proposed by Cabinet and affirmed by a future resolution of Parliament, and when that happens a resolution will be passed that it allows public access on a “legitimate interest” basis only.
For assistance, the Registrar of Companies may be contacted on (345) 946 7922. Their offices are located on the ground floor of the Government Administration Building, 133 Elgin Avenue in George Town, Grand Cayman. Appointments are preferred and they can be made by phone or by emailing: cigenreg@gov.ky
Application Process
The application process to register your company is straight forward with a few simple steps. If you are registering and incorporating a 'Resident Company', i.e. a company that will be operating in the Cayman market, you can do this directly on the Cayman Business Portal. More Information can be found by contacting the Registrar of Companies on (345) 946 7922. You can also visit the General Registry on the ground floor of the Government Administration Building, 133 Elgin Avenue, George Town if you require additional support.
If you wish to incorporate or register a Cayman Islands entity that will conduct business outside of the Cayman Islands, you are required to engage a local licensed service provider to incorporate your company. Your local licensed service provider (or you if self-registering) will need to:
- Contact the Registrar of Companies and ask if the company name you want is available;
- Prepare the following documents (but other documents may be required based on the type of company you are incorporating):
- Memorandum of Association;
- Articles of Association.
The Registrar does not require details of the proposed business as the Companies Registry does not maintain information on business nature, only type as classified in the Companies Law (such as resident, non-resident, or exempted companies)
The fees for incorporation vary depending on the type of company and share capital. For a typical resident company, with a share capital of less than CI$42,000, the fee is CI$300 and for an exempt company, the minimum fee would be CI$600. Your local service provider will have their own fee list. The company is deemed incorporated on the day the incorporation documents and fees are submitted to the Registrar, provided that the incorporation documentation is in good order. The processing time is approximately five to eight business days, unless submitted on an express basis (an additional fee of CI$400 applies to express processing), in which case the application will be processed within 24 hours during business days.
Company Registry Fees
The registration and annual fees for any company are dependent on the size of the authorised share capital. Also worth noting is that annual fees and annual returns are due in January of each year, but the Companies Registry is under no obligation to notify the company that the fees are due.
If these fees are not paid by the 31st March (of each year), they begin to accrue penalties up to 100% of the fee.
Every company is responsible for paying these annual fees and filing the returns. If it has not been paid nor filed, the company is subject to being struck off the register after being in default for one year. If the company had assets at the time it was struck off, those assets will become the property of the Government of the Cayman Islands. If you were to overlook the fact that annual fees and returns were due, there is a risk that a company could be struck off without your knowledge. This is one of the benefits of using a locally licensed service provider, as they will process the annual paperwork and remind you of the amount and timing of annual fees. They will also keep you informed of regulatory updates and reporting obligations that apply to certain Cayman entities. The fees payable for these services are substantially lower than the costs of making an application to reinstate a company in circumstances where it has been struck off.
Legal and Corporate Services Companies
The following are a few of the locally licensed corporate service providers who can assist you with the incorporation process. The usual fee for their services is between US$750–US$1,750, excluding Government filing fees. The other services they offer include the provision of a registered office; maintenance of statutory registers; handling of annual returns; drafting resolutions and minutes; providing certified, apostilled and notarised documents; updating the register of officers, shareholders and directors; maintaining the minute book; assisting with corporate restructuring; and revisions to the memo and arts. Some also provide director services.
