Companies & Partnerships
The Registry also registers limited partnerships and exempted trusts. Among the many advantages of registering a company, limited partnership or exempted trust in Cayman are: tax neutrality, meaning that investors and their corporate activities are not subject to additional layers of taxation over and above those of their home country; a well-established legal regime, reasonable reporting requirements, flexible corporate structures and an expedited registration process (under the express service, new companies can be registered within 24 hours, provided that all of the required documentation is accurately filed).
The Registry’s On-line Registry Information Service (CORIS) – available after the company has been formed -- allows authorised remote access to information on those companies they administer and associated transaction capability, decisively reducing the processing time for both registering new companies and servicing existing ones. Provision of company services is a regulated activity under the Companies Management Law. Therefore, engaging one of the many highly qualified professional firms licensed for this purpose is necessary. In addition to incorporation services, these firms provide such services as registered offices, directors, nominee shareholders and other officers, and company management services.
The range of purposes for which a Cayman company can be used include investment, sales processing, trading, shipping operations, stock dealing, real estate holding, the ownership and licensing of patents, international financing, general holding companies, structured financing, and aircraft financing. Companies can be formed with one shareholder and with no minimum capitalisation requirements (except for exempted limited duration companies).
Access to Registry data is limited to name and type of company, its date of registration, the address of the registered office and the company’s status. Disclosing any other information is prohibited, except where assistance under one of Cayman’s many international cooperation channels is required. A company may be registered as one of four basic types:
- Resident Company
- Company conducting business primarily in the Cayman Islands
- Non-Resident Company
- Company conducting business in the Cayman Islands only as needed to further a foreign business (virtually identical to an exempted company, except for, such companies must maintain at the registered office, available for public inspection, a register of their past and present members). A non-resident company must also report to the Registrar, annually, the names of their members, directors and paid-up capital.
- Exempted Companies
- Companies conducting business activities primarily outside of the Cayman Islands. Within the exempted type, the following are also offered:
- Transfers by Continuation – a Company with limited liability and share capital can become a Cayman Islands exempted company, provided it is incorporated in a foreign jurisdiction whose laws permit or do not prohibit the relocation of the company
- Exempted Limited Duration Company – Company that can be treated as a partnership but whose duration must not exceed 30 years
- Segregated Portfolio Company – allows segregation of assets and liabilities between segregated portfolios (cells) established within an 'umbrella' company.
- Foreign Company
- A company incorporated outside of the Cayman Islands which carries on business locally.
Limited partnership are governed by the Partnership Law (2002 Revision), which requires them to be registered with the Registrar of Partnerships. Registration is affected by filing with the Registrar and the gazetting of a declaration by all the general partners, giving the name of the partnership, the nature and principal place of business, names and addresses of all partners, and the amount of capital provided by each limited partner.
A limited partnership may be established by two or more persons or entities for the transaction of any mercantile, mechanical, land holding and development, agricultural or manufacturing business or any business for the development of tourism. It must consist of one or more general partners, who are liable for all debts and obligations, and one or more limited partners, who are not liable for more than the actual cash they contribute. A company may be a general or a limited partner.
Exempted Limited Partnerships
The Exempted Limited Partnership Law (2007 Revision) makes it possible to form limited partnerships for offshore investors. Such a partnership may not undertake business with the public in the Cayman Islands, other than as necessary for the carrying on of business outside of Cayman. A partner may be a general or limited partner as well as corporations with or without limited liability. The Registry of Companies is required to maintain a record of each partnership, which is to be kept open to public inspection.
Patents and Trade Marks
The General Registry also maintains a Register of Patents and Trade Marks, governed by the Patents and Trade Marks Law (1999 Revision). Rather than a registry of original registration, the Cayman Islands registry serves to extend to the Cayman Islands patent and trade mark rights that have been registered in other jurisdictions.
The registration process is straightforward. Once the Registrar is satisfied that an application is in order, the right is recorded and published in the Gazette. Such publication is prima facie evidence of the recording. The fee structure for trade marks is based on the number of classes in which the trade mark is registered.