CAYMAN ISLANDS Law and Practice Contributed by: Daniel Lee, Sophia Scott, Kimberly Robinson and James Turner, Maples Group
er to the Registrar of Limited Liability Companies in the Cayman Islands which sets out basic information regarding the limited liability company and the appro - priate filing fees. A Certificate of Registration issued by the Registrar of Limited Liability Companies is con - clusive evidence that the requirements of the LLC Act have been complied with in respect of the formation and registration of an LLC. Timing The registration and issue of a Certificate of Incorpo - ration (exempted/resident/non-resident companies) or Certificate of Registration (ELPs, LLC) generally takes three to five business days but can be expedited by paying an express fee to provide the certificate within one business day. 3.3 Ongoing Reporting and Disclosure Obligations General – Companies Act Companies in the Cayman Islands are subject to cer - tain disclosure and reporting obligations depending on the type of vehicle and the activities undertaken. The Companies Act governs the formation, operation and dissolution of exempted companies. Exempted companies must have a registered office in the Cayman Islands with a licensed and regulated corporate services provider and are required to file certain documents and information with the Registrar of Companies. Exempted companies must notify the Registrar of Companies of the following: • changes to the company name; • increase or reduction in the authorised share capi - tal; • changes of directors and officers; • changes in the registered office; • amendments to the memorandum and articles of association of the company; and • changes to the beneficial ownership register (if any) of the company. Notices of all special resolutions referenced in the Companies Act that are passed by one or more shareholder(s) of the company must also be filed with
the Registrar of Companies within a prescribed time - frame – ie, within 15 days from the effective date of
the special resolution. Annual Requirements
An annual return (in the case of exempted companies) or an annual list of members and summary of certain specified items relating to share capital (in the case of ordinary companies) must be submitted to the Reg - istrar of Companies in January of the year following incorporation and in each January thereafter, and the appropriate annual fee paid. Financial Statements All companies must keep proper books of account, including material underlying documentation such as contracts and invoices, sufficient to give a true and fair view of the company’s affairs and explain its transactions. Books must be retained for a minimum of five years. A company that knowingly and wilfully contravenes these requirements is subject to a pen - alty of USD6,100. The books need not be kept at the registered office, but the company must provide its registered office with information regarding its books annually or as prescribed. If the company is not a bank, trust company, building society, money services business, credit union, insurance company, corporate manager, mutual fund administrator or regulated fund, its accounts need not be audited as a matter of Cay - man Islands law. Beneficial Ownership On 24 November 2023, the Parliament of the Cayman Islands passed the Beneficial Ownership Transparen - cy Act (As Revised) (the “BOT Act”) which came into force on 31 July 2024. The BOT Act modifies the beneficial ownership regime in place since 2017, aligning it with equivalent regimes in other jurisdictions, such as the US Corporate Trans - parency Act. The BOT Act extends the regime to most Cayman Islands entities and removes a number of exemptions that existed previously. In-scope entities must identify and monitor changes to their beneficial owners and reportable legal entities (as defined in the BOT Act), establish and maintain a beneficial ownership register with their corporate ser -
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