The constitution of an exempted company is contained in two documents, the memorandum of association and the articles of association ( Articles).
CAPITAL ISLAND ASSOCIATION FULL
There is no prohibition on Cayman Islands resident individuals holding shares of an exempted company. The shares of an exempted company may be held by another exempted company, by a Cayman Islands exempted limited partnership, by a foundation company or by a limited liability company.Īn exempted company is a body corporate which has separate legal personality capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, and having perpetual succession.
These restrictions do not prevent an exempted company which does not hold a licence to carry on business in the Cayman Islands effecting and concluding contracts in the Cayman Islands and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands. An exempted company may not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the exempted company carried on outside the Cayman Islands unless such exempted company holds a licence to carry on business in the Cayman Islands under any applicable law, nor may an exempted company own land in the Cayman Islands without the consent of the Financial Secretary of the Cayman Islands. In addition, an exempted company is prohibited from making any invitation to the public in the Cayman Islands to subscribe for any of its shares or debentures. If such advice is required, please contact one of the Ogier partners listed here.Įxempted companies are the most common form of offshore company in the Cayman Islands and are incorporated or registered under the Companies Act (Revised) ( Companies Act).Ī company may apply to be registered as exempted if its objects are to be carried out mainly outside the Cayman Islands or pursuant to a licence to carry on business in the Cayman Islands and it submits a declaration to the Registrar of Companies ( Registrar) to this effect. This Briefing Note is intended to provide a general summary of the position in law as at the date shown on the cover, and is not to be taken as specific legal advice applicable to particular issues or circumstances.
Additional considerations apply in respect of segregated portfolio companies, companies carrying on business as registrable investment funds, and those undertaking other licensed activities. These are covered in separate Ogier Briefing Notes. This Briefing Note provides a summary of the main legal requirements and general principles applicable to the incorporation, operation and maintenance of exempted companies in the Cayman Islands.
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