Cayman Islands

The Cayman Islands is a leading domicile for investment funds, structured finance and holding structures. Companies are registered under the Companies Act (Revised); the General Registry maintains the companies register and the Cayman Islands Monetary Authority regulates licensed financial services business. The jurisdiction imposes no corporate income tax, capital gains tax or withholding tax. Entities carrying on "relevant activities" are subject to the International Tax Co-operation (Economic Substance) Act (Revised). Beneficial ownership is governed by the Beneficial Ownership Transparency Act, 2023 (in force 31 July 2024): in-scope entities file beneficial ownership information through a licensed corporate services provider with the Registrar; the register is not open to general public inspection. 

The exempted company is the standard Cayman vehicle for international business. Under the Companies Act, an exempted company is one whose objects are to be carried out mainly outside the Cayman Islands; it may not trade in the islands except in furtherance of its overseas business, and may not make public invitations in the islands to subscribe for its shares.

• A single shareholder and a single director suffice; corporate directors are permitted; there is no residency requirement for directors or officers; no annual general meeting is required.
• The register of members is not open to public inspection; the register of directors is filed with the Registrar.
• An exempted company may apply under the Tax Concessions Act (Revised) for an undertaking that no future Cayman tax will apply to it, granted for up to 20 years and extendable.

Under Part XIV of the Companies Act, any exempted company may register as a segregated portfolio company.

• An SPC may create one or more segregated portfolios; the assets and liabilities of each portfolio are statutorily segregated from those of every other portfolio and from the company's general assets.
• Creditors of one portfolio have recourse only to the assets of that portfolio (and, where applicable, general assets), not to the assets of other portfolios.
• A segregated portfolio is not a separate legal person — the SPC remains a single company acting on behalf of its portfolios, and directors are under statutory duties to keep portfolio assets separate and identifiable.

The exempted limited partnership is formed under the Exempted Limited Partnership Act (Revised) by registration of a statutory statement with the Registrar. It is the vehicle most commonly used for Cayman closed-ended investment funds.

• An ELP has no separate legal personality; it acts through its general partner, which holds partnership assets on statutory trust for the partnership.
• There must be at least one qualifying general partner with a Cayman nexus (for example, a Cayman company or a foreign company registered in Cayman), which bears unlimited liability for partnership obligations.
• Limited partners' liability is limited to their commitments, provided they do not take part in the conduct of the partnership's business with third parties; the Act contains an express list of safe-harbour activities (such as serving on advisory committees, voting and consulting) that do not amount to taking part in the business.
• The affairs of the partnership are governed principally by the limited partnership agreement, to which the Act largely defers; the register of limited partners is not open to general public inspection.

The foundation company was introduced by the Foundation Companies Act, 2017. It is a Cayman company — with separate legal personality, limited by shares or by guarantee, with or without share capital — adapted to operate like a civil-law foundation while remaining a body corporate.

• Once formed, it may cease to have members without affecting its existence, capacity or powers, provided it has one or more supervisors; supervisors have statutory standing to enforce the constitution.
• Beneficiaries have no statutory rights or powers in relation to the foundation company, its management or its assets, unless the constitution grants them a role.
• The founder may reserve powers in the constitution — for example to appoint and remove directors, designate beneficiaries or call for information — and the constitution may be supplemented by bylaws binding on those managing the company.
• It must have a secretary licensed or permitted under the Companies Management Act (Revised) to provide company management services in Cayman, and its registered office is at the secretary's business address.