Understanding Cayman Islands company law and Compliance

The Cayman Islands is a popular jurisdiction for companies due to its business-friendly environment and favorable tax regime.

Companies incorporated in the Cayman Islands are required to have a registered office and a licensed secretary, as per the Companies Law (2018 Revision).

The Companies Law (2018 Revision) also requires Cayman Islands companies to have at least one director, who can be an individual or a corporate entity.

In terms of company names, the Companies Law (2018 Revision) states that a company's name must be distinguishable from that of another company already registered in the Cayman Islands.

The Cayman Islands Monetary Authority (CIMA) is responsible for regulating and supervising financial services providers, including companies, in the jurisdiction.

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In the Cayman Islands, you can register a company by subscribing your name to a company memorandum, which can be done by professional trust companies rather than individuals.

To register a company, you need to decide whether it will be a company limited by shares or a company limited by guarantee. The majority of companies are incorporated as companies limited by shares.

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You can also register a company as an exempt company if it will carry out its business mainly outside the Cayman Islands. This type of company does not need to file accounts.

Exempt companies can be further categorized into limited duration companies and special economic zone companies, which require specific designations in their name.

To incorporate a company in the Cayman Islands, you need to reserve the name with the Registrar, prepare the memorandum and articles of association, and submit an application to incorporate. This process can be completed online and typically takes just one business day.

The Registrar will receive the application, review it, and register the company on the register of companies. Once registered, the company will receive a certificate of incorporation, which serves as evidence of the registration.

Here are the different types of companies you can register in the Cayman Islands:

Note that exempt companies do not need to file accounts, but they must still meet the requirements for registration.

In the Cayman Islands, there are two main types of companies: those formed under the Companies Law (2013 Revision) and Limited Liability Companies (LLCs) formed under the Limited Liability Companies Law, 2016.

Companies formed under the Companies Law can be ordinary resident or non-resident companies, exempted companies, or special economic zone companies. These companies can be further divided into ordinary companies and exempted companies.

Exempted companies are the most prevalent type of company in the Cayman Islands, and they are formed for the purpose of conducting business outside the islands. They are typically registered as companies limited by shares and do not need to file accounts.

Here are the main types of companies in the Cayman Islands:

Limited Liability Companies (LLCs) are a type of company that combines elements of companies and partnerships. They do not have share capital and are managed by the majority vote of their members.

There are broadly two types of company in the Cayman Islands, which are companies formed under the Companies Law (2013 Revision) and limited liability companies (LLCs) formed under the Limited Liability Companies Law, 2016.

Companies formed under the Companies Law may be formed as ordinary resident companies, ordinary non-resident companies, exempted companies, exempted limited duration companies (LDC), or special economic zone companies (SEZ).

Exempted companies are a type of company that can be registered in the Cayman Islands, and they are formed for the purpose of conducting business outside the country. They are known as companies of unlimited duration limited by shares.

Exempted companies can also be registered as limited duration companies or special economic zone companies, which have specific requirements for their names.

To register a company, any one or more persons can subscribe their name to a company memorandum, and in practice, companies are almost invariably formed by professional trust companies rather than members of the public.

A company may be registered as either a company limited by shares or a company limited by guarantee, and in practice, the vast majority of companies are incorporated as companies limited by shares.

Here are the main types of exempted companies:

Exempted limited duration companies (LDCs) have a clause in their Memorandum of Association limiting the duration of the exempted company to 30 years or less, and they should have at least two shareholders or subscribers.

The constitution of an exempted company is comprised of its memorandum and articles of association, which are its constitutional documents.

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A company's registered office is its official address in the Cayman Islands where all communications and notices can be sent.

The registered office must be easily legible on the outside of every office or place where the company's business is carried on, so make sure it's clearly marked.

Notice of the address of the registered office must be given to the Registrar, who will record the address and publish it by Public Notice.

Any member of the public can request the location of the registered office from the Registrar.

To keep things organized, the name of the company must be indicated in its returns, and it must declare whether it's exempted from the Cayman Islands' economic substance regime.

If a company is not exempted, it must also declare whether it's carrying on relevant business activities.

Full particulars of the economic substance regime and required filings are available on the Appleby website or through a usual Appleby contact.

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In the Cayman Islands, a segregated portfolio company (SPC) is a type of exempted company that can create one or more segregated portfolios to segregate pools of assets and liabilities within a single company.

An SPC can be formed by an exempted company that declares it will not conduct business within the Cayman Islands.

A segregated portfolio is essentially a silo or sealed compartment within the company, but it's not a separate legal entity in its own right.

Directors of an SPC must have procedures in place to identify, segregate, and keep separate any assets of one portfolio from the assets of another segregated portfolio.

Each segregated portfolio must have its own bank account, brokerage account, custody account, and so on, with physical segregation rather than accounting segregation being essential.

The directors must also have procedures in place to ensure that any transfers of assets or liabilities between the portfolios are made at full value.

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Directors must express execution of documents as "by the [SPC] for and on behalf of the [SP]" or "by the [SPC] for the account of the [SP]" or "by the [SPC] in the name of the [SP]".

Directors are required to make any necessary enquiries to determine the correct SP that the documents or transaction should be attributed to.

Directors should make the correct attribution and notify all relevant parties in writing of the attributions and their rights.

Here's a summary of the statutory duties of SPC directors:

The Cayman Islands company law provides for a range of company types, including exempted companies, non-exempted companies, and registered companies.

Exempted companies are the most popular type of company in the Cayman Islands and are often used for investment and financial services businesses. They have the ability to issue bearer shares, which are shares that do not have the shareholder's name printed on them.

Exempted companies can be incorporated with a minimum of one shareholder and do not have to file accounts with the Registrar of Companies. They are also exempt from paying taxes on profits, except for a minimum annual fee.

Non-exempted companies, on the other hand, are subject to more stringent regulations and are often used for local businesses. They must have at least two shareholders and cannot issue bearer shares.

Registered companies are a type of non-exempted company that must be registered with the Registrar of Companies and must file accounts with them. They are subject to the same regulations as non-exempted companies.

The Cayman Islands company law requires that all companies have a registered office in the Islands and a licensed secretary. This ensures that companies have a physical presence and can be contacted by the public.

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Regulatory compliance is a critical aspect of running a business in the Cayman Islands. Companies must ensure compliance with all Cayman Islands regulations, including those related to financial services, investment funds, and corporate governance.

To achieve this, businesses can conduct thorough audits to identify potential compliance risks and stay aligned with legal requirements, mitigating the risk of penalties and legal disputes. Our team can assist businesses in ensuring compliance with all Cayman Islands regulations.

All Cayman companies must maintain a register containing details of beneficial ownership information at their registered office. There is currently no public access to such beneficial ownership registers.

Directors of regulated companies in the Cayman Islands have additional responsibilities, including registration or licensing with the Cayman Islands Monetary Authority. They must also have regard to CIMA's Statement of Guidance: Corporate Governance, which establishes best practice guidelines for licensees.

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The register of mortgages is a crucial part of company compliance. It's required to show any and all property of a company that's subject to mortgages or charges.

Entries in this register must include a short description of the secured property, the amount or value of the charge created, and the name of the secured party. This information is essential for creditors and members of the company to know.

The register of mortgages must be kept at the registered office of the company. This ensures that the information is easily accessible.

It must be open to inspection by any creditor or member of the company at all reasonable times. This transparency is vital for maintaining trust and accountability.

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In the Cayman Islands, there is no corporate tax, taxation on profits, income, capital gains, or dividends.

Profits may be accumulated and it's not obligatory that a company make distributions or pay dividends.

An exempted company may apply to the Governor of the Cayman Islands for a written undertaking that it will remain tax-free for a period of up to 30 years.

This undertaking is normally granted for up to 20 years and may provide additional exemptions from estate duty or inheritance tax.

There are no exchange controls in the Cayman Islands, allowing for free transfer of funds in and out of the Islands.

An exempted company is required to pay an annual government fee calculated by reference to the company's registered capital.

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Annual Returns are a crucial aspect of company compliance. Each exempted company must furnish a return to the Registrar in January of each year after registration.

The return must be in the form of a declaration, stating that there has been no alteration in the memorandum, other than an alteration in the name of the company or the objects, powers or matters set out in the memorandum, and already reported.

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Exempted companies must also declare that their operations have been mainly outside the Islands since the last return or since registration. This is a key requirement to maintain their exempted status.

Failure to furnish the return will result in a penalty and potential strike-off from the register. It's essential to meet this deadline to avoid any consequences.

Insolvency is a serious issue that can affect any business, regardless of size or industry. It occurs when a company is unable to pay its debts, and it's a major red flag for creditors and regulatory bodies.

In the UK, for example, a company is considered insolvent if it's unable to pay its debts as they fall due, as stated in the Insolvency Act 1986. This can be due to a range of factors, including financial mismanagement, cash flow problems, or unexpected expenses.

The consequences of insolvency can be severe, including liquidation, bankruptcy, and damage to a company's reputation. In the UK, for instance, the Official Receiver is appointed to take control of the company's assets and wind up its affairs.

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A company can take steps to avoid insolvency by maintaining good financial management practices, such as keeping track of cash flow and managing debt levels. Regular financial reviews and budgeting can help identify potential problems before they become insolvency.

The UK's Insolvency Act 1986 provides a framework for dealing with insolvent companies, including procedures for winding up and liquidation. This can be a complex and time-consuming process, involving multiple stakeholders and regulatory bodies.

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Regulatory compliance is a crucial aspect of running a business in the Cayman Islands. All Cayman Islands regulations, including those related to financial services, investment funds, and corporate governance, must be adhered to.

Conducting thorough audits is essential to identify potential compliance risks and help businesses stay aligned with legal requirements. This can mitigate the risk of penalties and legal disputes.

Maintaining a register of beneficial ownership information is a requirement for all Cayman companies. This register must be kept at the company's registered office, but there is currently no public access to such beneficial ownership registers.

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Directors of regulated companies must be registered or licensed with the Cayman Islands Monetary Authority before being appointed as a director. This is in addition to their various responsibilities, such as having regard to CIMA's Statement of Guidance: Corporate Governance.

Annual returns must be furnished to the Registrar by each exempted company in January of each year after the year of its registration. This return must state that there has been no alteration in the company's memorandum, and that the company's operations have been mainly outside the Islands.

In the Cayman Islands, companies have several options for reorganising themselves. One way is to merge or consolidate with other companies, either by statute into a single successor company, or by creating a new company that absorbs the assets and liabilities of the constituent companies.

Mergers can be either a straightforward consolidation or a more complex process involving the creation of a new company. After the merger or consolidation is completed, the non-surviving companies are struck-off and cease to exist.

Companies can also redomicile, or change their jurisdiction of registration, to another country or the Cayman Islands. This can be a convenient option for companies looking to simplify their structure or take advantage of more favorable tax laws.

However, redomiciling can be a complex process that requires careful planning and compliance with the relevant laws and regulations.

Here are the different types of reorganisation options available to Cayman Islands companies:

A company in the Cayman Islands can be formed by subscribing to a company memorandum, which can be done by professional trust companies rather than members of the public.

To register a company, you'll need to choose between a company limited by shares or a company limited by guarantee, with the majority of companies being incorporated as companies limited by shares.

Exempted companies can be registered for businesses that carry out their operations primarily outside of the Cayman Islands, and they don't need to file accounts. However, they must still maintain a registered office in the Cayman Islands and provide evidence of this to the Registrar of Companies.

The following fees apply for changing the registered office of an exempted company:

Note that penalties will only begin to accrue by 31 March of each year, and the Registrar of Companies will not issue a Certificate of Good Standing unless the annual return and annual fee are submitted by 31 January.

In the Cayman Islands, a company has separate legal personality from its members. This means that the liability of the members is limited to their shares or the amount of their guarantee.

Directors or officers of a company are not normally liable for the company's debts, unless they're guilty of fraudulent trading or misfeasance.

The primary circumstances where liability may be imposed upon directors in relation to their acts as directors are where the director is guilty of fraudulent trading or misfeasance, or where the director undertakes personal responsibility or liability for certain actions.

The assets of a company are regarded as belonging solely to the company and not the company's members.

In rare and exceptional circumstances, the courts are prepared to "pierce the corporate veil" and treat the assets of the company as belonging to the members.

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Dividends and distributions are a crucial aspect of company law. Dividends may be paid out of profits or out of the share premium account of a company.

To pay dividends out of the share premium account, a company's articles must contain a provision permitting this. This provision ensures that the company has the flexibility to distribute profits from the share premium account.

A company cannot pay dividends out of its capital. The Companies Act does not regulate how profits are calculated, but the articles can provide a method for calculating profits, as long as it's consistent with overall legal requirements.

A company in general meeting may declare dividends, and the amount of any dividend may be restricted to an amount recommended by the board of directors.

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The Cayman Islands is a popular jurisdiction for companies due to its familiar and reliable legal system based on English common law. This system is supplemented by a modern and commercial statutory framework.

As a tax-neutral jurisdiction, the Cayman Islands has earned a reputation as a highly respected and successful international financial centre. It's recognized for its high standards of compliance, regulation, and transparency.

The Cayman Islands offers a robust and flexible environment for companies, making it a jurisdiction of choice for leading financial institutions, Fortune 500 companies, and private and public businesses. This includes hedge funds and structured finance vehicles.

To maintain a registered office in the Cayman Islands, every exempted company must provide evidence of such to the Registrar of Companies (ROC). This is a requirement that must be met at all times.

Here's a breakdown of the fees associated with changing the registered office in the Cayman Islands:

Note that penalties will only begin to accrue by 31 March of each year, but the ROC will not issue a Certificate of Good Standing unless the annual return and annual fee are submitted by 31 January.

Limited Liability Act is a key concept in company law. It allows for the registration of exempted companies as Limited Liability Companies (LLCs).

LLCs are essentially an exempted company and a limited partnership combined. They don't have shareholders or share capital.

The management of an LLC is run by the majority vote of its members. This is similar to a partnership agreement, where decisions are made collectively.

At Nelsons Legal, we pride ourselves on our pragmatic approach to business law, which sets us apart from other law firms in the Cayman Islands. Our attorneys are trained mediators and arbitrators, skilled in de-escalating disputes and facilitating cost-effective resolutions.

We work with clients globally, with a particular focus on the US and the Middle East, providing practical legal solutions for businesses of all sizes. Our team is dedicated to helping you navigate the complexities of business law in the Cayman Islands.

With our expertise in regulatory compliance, mergers, acquisitions, and other business law matters, you can trust us to provide you with the guidance you need to succeed. Contact us today to schedule a consultation and benefit from our dedicated counsel.

Here are some of the key benefits of working with us:

We assist businesses in ensuring compliance with all Cayman Islands regulations, including those related to financial services, investment funds, and corporate governance.

Our team conducts thorough audits to identify potential compliance risks and help businesses stay aligned with legal requirements, mitigating the risk of penalties and legal disputes.

We work with clients globally, with a particular focus on the US and the Middle East, and provide practical legal solutions.

Our attorneys are trained mediators and arbitrators, skilled in de-escalating disputes and facilitating cost-effective resolutions.

Whether you need assistance with regulatory compliance, mergers, acquisitions, or other business law matters in the Cayman Islands, we’re here to help.

Contact us today to schedule a consultation and benefit from our dedicated counsel.

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In the Cayman Islands, a company has separate legal personality from its members, which means that the liability of members is limited to their shares or the amount of their guarantee.

This separate legal personality is a key aspect of company law in the Cayman Islands, and it's what sets it apart from other types of business structures, such as partnerships.

A company's assets are regarded as belonging solely to the company and not the company's members, unless the court decides to "pierce the corporate veil" in exceptional circumstances.

The court may do this if it's found that the company is being used to hide assets or avoid liability, but this is rare and usually requires a compelling reason.

Every Cayman company must establish and maintain an up-to-date register of current members, which must be kept at the company's registered office.

The register must include details such as the names and addresses of members, the number of shares held by each member, and the amount paid on those shares.

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Here are the specific requirements for the register of members:

In the Cayman Islands, exempt companies can be formed with all foreign owners, and they don't require audits, accounting standards, or shareholders or directors meetings.

However, every exempted company must maintain a registered office in the Cayman Islands and provide evidence of this to the Registrar of Companies (ROC).

If you change the registered office, your directors must adopt a resolution authorising such a change and pay a small fee, which varies depending on the company's size.

The Memorandum is a crucial document in setting up a company in the Cayman Islands. It's essentially a founding document that outlines the company's name and address, as well as other essential details.

The Memorandum must include the name of the company and its registered office address in the Cayman Islands. This information is a must-have for any company setting up shop in the islands.

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In the case of a company limited by shares, the Memorandum must also contain a declaration that the liability of its members is limited. This means that shareholders won't be personally responsible for the company's debts.

The Memorandum must also state the amount of capital with which the company proposes to be registered and the division of that capital into shares of a fixed amount. This can be stated in any currency.

An exempted company may propose to be registered with shares without nominal or par value. If so, the Memorandum must state the amount of the aggregate consideration for which such shares may be issued.

Each subscriber to the company must sign the Memorandum in the presence of at least one witness, who will attest the signature.

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In the Cayman Islands, directors of a company have several duties that are designed to protect the interests of the company and its shareholders. A director is expected to act in good faith and in the best interests of the company, and must not exercise their powers for an improper purpose.

Directors are also subject to a common law duty of care and skill, which requires them to have the knowledge, skill and experience that could reasonably be expected of the role, as well as to exercise their actual knowledge, skill and experience in a responsible and professional manner. This means that directors are expected to be competent and experienced, and to adopt a professional approach to their role.

To fulfill their duties, directors must keep proper minutes of all Board meetings and ensure that the company's register of members, register of directors and officers, and register of mortgages and charges are up to date. They must also ensure that the company keeps proper books of accounts, which reflect a true and fair view of the company's affairs and explain its transactions.

In addition to these duties, directors of a segregated portfolio company (SPC) must have procedures in place to identify, segregate and keep separate any assets of one portfolio from the assets of another segregated portfolio. This includes having separate bank accounts and brokerage accounts for each portfolio, and ensuring that any transfers of assets or liabilities between portfolios are made at full value.

Directors can be held personally liable for breaching their duties, including if they are guilty of fraudulent trading or misfeasance, or if they undertake personal responsibility or liability for certain actions. However, they may be indemnified by the company for any personal liability that they incur in acting as a director, excluding losses arising from actual fraud or wilful default.

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Here are some key statutory duties of directors in the Cayman Islands:

It's also worth noting that the Cayman Islands company has separate legal personality from its members, and the liability of the members is limited to their shares or the amount of their guarantee.

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The Cayman Islands company law offers numerous benefits for businesses, making it an attractive destination for overseas companies. Tax neutrality is a significant advantage, with no direct taxes on income, profits, or capital gains.

One of the main reasons for this is the flexibility of the company law, which provides a range of corporate structures, including exempted companies. Exempted companies are limited by shares and are a flexible and multi-purpose vehicle.

A Cayman Islands exempted company can conduct business outside the borders of the Cayman Islands, but must hold a licence to do so if it wishes to carry out business within the Cayman Islands borders. This licence requires a signed declaration.

Here are some key benefits of setting up a Cayman Islands exempted company:

In the Cayman Islands, all companies are required to maintain a register of beneficial owners at their registered office. This register contains details of beneficial ownership information.

There is currently no public access to such beneficial ownership registers, so this information remains private.

Our team can assist businesses in ensuring compliance with all Cayman Islands regulations, including those related to beneficial ownership.

We also conduct thorough audits to identify potential compliance risks and help businesses stay aligned with legal requirements, mitigating the risk of penalties and legal disputes.

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The Cayman Islands is a popular destination for companies looking to establish a presence in the Caribbean. Corporate benefits in the Cayman Islands include tax neutrality, with no direct taxes on income, profits, or capital gains.

One of the main advantages of setting up a company in the Cayman Islands is the flexibility of its company law. This allows for a range of corporate structures, including exempted companies.

Exempted companies in the Cayman Islands are limited by shares and are a flexible and multi-purpose vehicle. They can be set up quickly and easily, and are relatively low maintenance.

The Cayman Islands also offers a reliable legal framework based on English common law. This provides a stable and predictable environment for businesses to operate.

Here are some of the key corporate benefits of setting up a company in the Cayman Islands:

In the Cayman Islands, companies are often capitalised primarily with debt rather than equity. This can be done through intra-group debt or external borrowing, and companies are not required to file financing statements in the Cayman Islands when borrowing money.

Companies that take security from creditors for indebtedness must enter that security in the register of mortgages, charges, and other encumbrances. This register is available for creditors to inspect upon request.

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In the Cayman Islands, exempted companies don't need to hold an annual general meeting unless their articles provide otherwise. This means you won't find a requirement for member meetings in the Companies Act.

The directors have the power to convene an extraordinary general meeting whenever they think it's necessary. They must do so if one or more members holding at least one tenth of the company's paid-up capital with voting rights request it.

Generally, at least five days' notice is required for member meetings, and the notice should specify the place, date, and hour of the meeting, as well as the general nature of the business to be considered.

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Directors' meetings can be held in the Cayman Islands, but they're not required to be. The convening and conduct of a board meeting will be governed by the company's articles.

Directors must be given adequate notice of a board meeting, which can be specified in the articles. If not, reasonable notice must be given.

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Board meetings can be held via telephone or video conference, or even replaced by written resolutions signed by all directors. However, it's essential to get onshore legal advice to avoid tax or regulatory problems.

A director can appoint a proxy or alternate to attend a board meeting in their place, but filing requirements with the Cayman Islands Registrar of Companies may apply. This is usually done for a specific meeting or a limited time period.

A director with a conflict of interest can still attend a board meeting, be counted in the quorum, and vote, as long as they've fully disclosed their conflict of interest to the board. This is usually permitted by the company's articles.

Companies must keep minutes of all resolutions and proceedings, including those of their members and directors. These written records must be accurate and up-to-date.

Books of account must be kept to show a true and fair record of the company's affairs and explain its transactions. These books can be kept at the registered office or any other place the directors choose.

Companies are not required to have their accounts audited or filed with the Cayman Islands Registrar or any other regulatory authority, unless they hold a license or are regulated under the laws of the Cayman Islands.

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In the Cayman Islands, exempted companies are not required to hold an annual general meeting unless their articles of association state otherwise.

No requirement exists in the Companies Act for member meetings to be held in the Cayman Islands.

Directors can convene an extraordinary general meeting at any time, but they must do so when requested by one or more members holding at least one tenth of the company's paid-up capital with voting rights.

At least five days' notice is usually required for a members' meeting, specifying the date, time, and location, as well as the general nature of the business to be discussed.

Companies listed on a stock exchange typically need a longer notice period.

All members with voting rights are entitled to receive notice of a general meeting.

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The Cayman Islands company law framework is based on the English common law, which means that directors' duties are governed by the Companies Act, common law, and the memorandum and articles of association of the company.

Directors in the Cayman Islands are subject to several fiduciary duties, which include acting in good faith and in the best interests of the company, not exercising powers for an improper purpose, and avoiding conflicts of interest.

A director's fiduciary duties are owed to the company and derive from the fact that they are regarded as a fiduciary with obligations similar to those of a trustee. This means that directors must prioritize the interests of the company and its shareholders.

Directors are also subject to a common law duty of care and skill, which requires them to exercise a reasonable standard of care and skill in their role. This duty is both objective and subjective, taking into account the director's actual knowledge, skill, and experience.

Here are the key fiduciary duties of a director in the Cayman Islands:

Directors who breach their fiduciary duties or fail to exercise proper care and skill may be held personally liable to the company for any resulting financial loss.

In the Cayman Islands, a company's directors play a crucial role in its day-to-day management and control. Directors are responsible for managing the company in its best interests, and all transactions, agreements, and documents must be considered and approved by the Board at a Board meeting or by written resolution signed by all directors.

A Cayman Islands company is not required to appoint officers apart from one or more directors, although it's advisable to appoint a secretary. Directors' qualifications, terms of office, and retirement are typically governed by the company's articles. Sole directors and corporate directorships are permissible.

Directors of regulated mutual funds or other companies registered as 'registrable persons' under the Securities Investment Business Act must be registered or licensed with the Cayman Islands Monetary Authority before being appointed as a director. This requirement does not apply to private funds.

A company's register of members must be up-to-date and indicate details of the names and addresses of members, the respective number and class of shares held, the amount paid or credited as paid up, and whether the shares carry voting rights.

Shares and Shareholders are the backbone of any company, and in the Cayman Islands, they're no exception.

In the Cayman Islands, companies can be formed as guarantee companies, but almost all companies are registered as shares issuing companies. The issuing of shares is regulated by the company's articles of association.

Shareholders in a Cayman Islands company don't enjoy statutory pre-emption rights or rights of first refusal in relation to new issuances or sales of shares.

A company can opt into a statutory pre-emption scheme, but in practice, few companies do so. Companies may provide for bespoke provisions relating to such rights in their constitutional documents.

An exempted company must have at least one shareholder, who can also serve as a director. There's no residence requirement for shareholders or directors – they can reside in any country.

Share certificates are proof of ownership, but shares can sometimes be issued without them. It’s also possible to buy registered shares. Shares can be transferred or prohibited by the AoA.

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Shares may be issued accordingly:

The register of members must indicate details of the names and addresses of the members of the company, the respective number (and class) of shares held by each member, the amount paid (or credited as paid up) on the shares held, whether the shares carry voting rights and if so, whether such rights are conditional, and the date a member became, and ceased to be, a member.

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A Cayman Islands company is not required to appoint officers apart from one or more directors, although it's advisable and usual for the board of directors to appoint a secretary.

The appointment of directors will be governed by the company's articles, which will also make provision for matters such as directors' qualifications, terms of office and retirement, removal and rotation of directors, regulation of directors' meetings, and the manner of determining questions that arise at board meetings.

Sole directors and corporate directorships are permissible, and the articles will outline the specific roles and responsibilities of the directors.

Directors are responsible for the day-to-day management and control of the company, and where there is more than one director, the directors are expected to act collectively as a Board of Directors and have the authority to manage the company in the company's best interests.

A director will generally serve for a specified term, after which they may be eligible for re-election to the Board, although some articles may provide that directors serve indefinitely.

The first director(s) of the company are generally appointed by the subscriber to the memorandum of association, and thereafter, directors will be appointed by a resolution of the shareholders or a resolution of the directors.

Directors of regulated companies must also comply with additional requirements, such as registering or licensing with the Cayman Islands Monetary Authority (CIMA) prior to being appointed as a director.

The SOG underlines the critical importance of good corporate governance, and directors of a company licensed by CIMA should consider the SOG carefully, which addresses issues such as Board composition, division of responsibilities, risk management, and conflicts.

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Directors of regulated mutual funds or private funds must also consider the guidance given in CIMA's Statement of Guidance for Regulated Mutual Funds: Corporate Governance, which provides guidance on various matters, including legal and regulatory compliance, oversight of service providers, conflicts of interest, and frequency of Board meetings.

Here are some key requirements for directors of Cayman Islands companies: