CAYMAN ISLANDS Law and Practice Contributed by: Daniel Lee, Sophia Scott, Kimberly Robinson and James Turner, Maples Group
prescribed information and pay the appropriate filing fees. A Certificate of Registration issued by the Registrar of ELP is conclusive evidence that the requirements of the ELP Act have been complied with in respect of the formation and registration of an exempted limited partnership. Limited Liability Companies To form and register an LLC, a registration state - ment must be submitted by the corporate ser - vices provider to the Registrar of Limited Liability Companies in the Cayman Islands which sets out basic information regarding the limited liabil - ity company and the appropriate filing fees. A Certificate of Registration issued by the Regis - trar of Limited Liability Companies is conclusive evidence that the requirements of the LLC Act have been complied with in respect of the forma - tion and registration of an LLC. Timing The registration and issue of a Certificate of Incorporation (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 certain disclosure and reporting obligations depending on the type of vehicle and the activi - ties undertaken. The Companies Act governs the formation, operation and dissolution of exempt - ed 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 informa - tion with the Registrar of Companies. Exempted companies must notify the Register of Companies of the following: • changes to the company name; • increase or reduction in the authorised share capital; • changes of directors and officers; • changes in the registered office; • amendments to the memorandum and arti- cles 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 timeframe – ie, within 15 days from the effective date of the special resolution. Annual Requirements An annual return (in the case of exempted com - panies) or an annual list of members and sum - mary of certain specified items relating to share capital (in the case of ordinary companies) must be submitted to the Registrar 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, where applicable, material underlying documentation including contracts and invoices. The books of account must be such as are necessary to give a true and fair view of the state of the company’s affairs and explain its transactions. The books of account must be retained for a minimum of five years from the
150 CHAMBERS.COM
Powered by FlippingBook