All exempted companies incorporated in the Cayman Islands are subject to the continuing obligations set out in the Companies Act. This guide provides a general summary of some of the on-going obligations of Cayman Islands exempted companies.
Overview
This Guide provides a general summary of some of the on-going obligations of Cayman Islands exempted companies, please see our guide to Cayman Islands exempted companies for further details about exempted companies and how to set one up.
In addition, those companies which are regulated by the Cayman Islands Monetary Authority (CIMA), such as banks, mutual funds, mutual fund administrators, insurance companies, insurance managers, trust companies and others are subject to additional requirements. For detailed regulatory guidance please contact your usual Harneys representative.
Registered office
All exempted companies must have a registered office in the Cayman Islands provided by a regulated service provider. Harneys Fiduciary provides this as a service to all Harneys clients. If you are not already a Harneys Fiduciary client, please visit harneysfiduciary.com for more information.
Name
The company's name must be on display at the registered office (for Harneys Fiduciary clients, this is handled automatically) and at any other place of business maintained by it.
Books of account
All exempted companies must keep proper books of account but these need not be kept at the registered office. The books of account must give a true and fair view of the state of the company's affairs and explain its transactions. Accounts do not need to be audited by law unless the company conducts a regulated activity.
Corporate records
The "minute book" containing the company's principal corporate documents is generally maintained at the registered office. The minute book should contain the following items, those marked with an asterisk are required to be or, by convention, are normally held at the registered office in the Cayman Islands:
- certificate of incorporation*
- memorandum and articles of association*
- minutes of all directors and shareholders meetings and any documents referred to in the minutes*
- written resolutions of the directors and shareholders*
- annual return*
- letters and resolutions relating to the resignations and appointments of directors and officers*
- copies of share certificates issued and the share certificate stubs (although we tend to advise that exempted companies do not issue share certificates as this is not required by the Companies Act)*
- share transfer forms
- audited financial statements, if prepared
- tax exemption certificate*
- register of directors and officers*
- principal or branch register of members of the company
- register of beneficial ownership* (unless an exemption applies, see our guide to the Cayman Islands beneficial ownership regime for more details) and
- register of mortgages and charges*
Registers
As noted above every exempted company must maintain the following registers. These registers must be kept at the company's registered office in the Cayman Islands, except the register of shareholders which may be kept at any place either in or outside the Cayman Islands but the address at which it is kept must be held by the registered office.
Register of Members
A register of its shareholders with the names and addresses of the shareholders and details of the number of shares held by each, the voting rights of each category of shares, the share certificate number (if any) and the date the shareholder became or ceased to be a shareholder.
Register of Beneficial Ownership
Unless an exemption applies, exempted companies must maintain a register of beneficial ownership with required particulars of the company's registrable persons (as defined in the Companies Act). Information contained in the register of beneficial ownership must be filed regularly by the company's registered office provider with the Cayman Islands competent authority on a confidential basis and is only accessible in limited circumstances pursuant to a proper and lawful request made by certain Cayman government authorities.
Please see our guide to the Cayman Islands beneficial ownership regime for more details on beneficial ownership registers and exemptions that may apply, for example, for certain regulated companies and their subsidiaries. When an exemption applies, the company must file written confirmation of the exemption with its registered office provider, with instructions to file the written confirmation with the competent authority in the Cayman Islands.
Register of Directors and Officers
A register of officers and directors containing the names and addresses of the company's officers and directors, including alternate directors. Any resignation, removal or appointment of a directors or officers must be filed with the Registrar within 30 days.
Register of Mortgages and Charges
A register of mortgages and charges recording the details of all security interests granted by the company over its property.
Filing requirements
Filings must be made with the Registrar if any of the following actions take place. The registered office provider must handle these filings as the Registrar runs a subscription-only electronic filing system. It is therefore the obligation of the company and the directors to make sure that any of these events are notified to the registered office service provider as soon as possible to avoid penalties being payable to the Registrar.
Change in directors or officers - Updated register of directors and officers must be filed within 30 days.
Change in the authorised share capital of the company - Shareholder resolution and, if required, an updated set of memorandum and articles of association must be filed within 30 days.
Change of name of the company - Shareholder special resolution and, if required, an updated set of memorandum and articles of association must be filed within 15 days.
Alteration of the Memorandum or Articles of Association - Shareholder special resolution and the updated set of memorandum and articles of association must be filed within 15 days.
Change of location of the registered office – A certified copy of the director resolutions authorising the change must be filed within 30 days from the date the relevant resolution was adopted.
Any other shareholder special resolution - Within 15 days.
Other filings are required in other circumstances such as a capital reduction or the winding up of the company.
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The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
