Incorporation/ Registration

The incorporation and registration of a businesses is a seamless process conducted by a licensed local corporate service provider. If you wish to incorporate or register a legal entity in the Cayman Islands that will conduct business outside of the Cayman Islands, you are required to engage a local licensed service provider to incorporate your company. This is a seamless process and 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 is a strong partner in combatting global financial crime. The jurisdiction has implemented the highest global standards for transparency and cross-border co-operation which are regularly reviewed and enhanced.

The Cayman Islands has legislation that establishes a centralised platform for beneficial ownership information. The legislation requires companies, limited liability partnerships (LLPs) and limited liability companies (LLCs) to engage a corporate services provider to assist them in establishing and maintaining a beneficial ownership register. Companies, LLPs, LLCs and other persons may be subject to fines and imprisonment for breaching the laws relating to establishing and maintaining beneficial ownership registers.

Only the competent authority can search the beneficial ownership registers for information and can do so only upon a lawful request by a specified Cayman Islands or UK law enforcement authority.

Following industry consultation, the Beneficial Ownership Transparency Bill, 2023 (the "Bill") was gazetted on 30 August 2023. If implemented, the Bill will change the current beneficial ownership framework, including by: (i) bringing exempted limited partnerships and limited partnerships within the scope of the regime; and (ii) removing a number of the current exemptions to establishing and maintaining a beneficial ownership register.

Following an international campaign to encourage more countries to commit to publicly accessible registers by the end of 2023 the Cayman Islands Government made a commitment in 2019 to introduce public registers of beneficial ownership information when it becomes the international standard. 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 Bill now 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.

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 and your local licensed service provider will do the following:

• 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):
• a) Memorandum of Association; b) 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$500 and for an exempt company, the minimum fee that the Government charges is CI$600. However, for an exempt company (which is an overseas company), they must go through a local corporate service provider, and they 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 seven 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

Registering and incorporating a company in the Cayman Islands is a straightforward process and Cayman's many corporate services companies and law firms can help you.