CAYMAN ISLANDS Law and Practice Contributed by: Daniel Lee, Sophia Scott, Kimberly Robinson and James Turner, Maples Group
has a place of effective management there, or is sub - ject to financial supervision in the Cayman Islands. An MNE Group is broadly defined as a collection of two or more enterprises required to prepare con - solidated financial statements (or that would be so required if equity interests were publicly traded) that (i) includes enterprises “tax resident” in at least two juris - dictions or an enterprise subject to tax via a perma - nent establishment in another jurisdiction and (ii) had total consolidated group revenue of at least USD850 million in the preceding fiscal year. Any Constituent Entity resident in the Cayman Islands and forms part of an MNE Group must make a noti - fication to the DITC and, if it is the “Ultimate Parent Entity” or “Surrogate Parent Entity”, must file a coun - try-by-country report in the standard OECD form. The Cayman Islands’ Country-by-Country Reporting regime underwent operational changes over 2025 and 2026 following the DITC’s migration to a new online portal. The legacy CbCR portal was taken offline in July 2025, with CbCR functions going live on the replacement DITC Portal in stages between August and December 2025. All MNE Groups with Cayman Constituent Entities were required to complete a man - datory one-off re-registration by 30 November 2025. Updated CbCR Guidelines (Version 1.3) were issued in August 2025, consolidating prior guidance on reg - istration, notification, reporting procedures, and tech - nical matters including the treatment of investment funds and partnerships. To accommodate the transi - tion, the DITC extended the filing deadline for MNE Groups with 2024 fiscal year reports due between 31 July and 31 December 2025, granting them until 27 February 2026 to file. The substantive scope of the regime remains unchanged. 3.4 Management Structures Companies Companies are generally managed by a board of directors. Subject to the memorandum and articles of association, the board: (i) may be appointed by shareholders, with existing directors able to appoint additional or replacement directors; (ii) can delegate certain powers to committees or individual directors;
and (iii) may appoint officers to handle day-to-day operations. The approval of the company’s shareholders is required for certain matters, including: • changing the company name; • amending the memorandum and articles of asso - ciation; • approving a merger or consolidation in relation to the company; • altering the company’s share capital; • approving a transfer by way of continuation to another jurisdiction; and • winding up the company on a voluntary basis. Board meeting procedures (eg, notice, quorum) are set out in the articles of association, with decisions generally made by simple majority. The articles typi - cally also provide for action by unanimous written LLCs are typically managed by their members, or by non-member managers appointed by the members, who shall undertake and have exclusive responsibil - ity for the management, operation and administration of the business and affairs of the LLC, subject to the terms of its LLC agreement. Exempted Limited Partnerships The management and operation of an ELP is typically set out in its ELP agreement. The ELP must have at least one general partner responsible for management and operation of the ELP. Limited partners are typically passive investors and may lose limited liability if they engage in the conduct of the ELP’s business (subject to certain “safe harbour” exceptions). 3.5 Directors’, Officers’ and Shareholders’ Liability The main rules regarding the liability of directors and officers are found in the Companies Act and common law, and include the following. Directors’ Duties As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduci - resolution of the directors. Limited Liability Companies
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