The Cayman Islands' legal framework offers remarkable flexibility, particularly in its companies and partnerships legislation. This flexibility extends to the ability of foreign entities to become part of the Cayman jurisdiction through a straightforward continuation process.
Registration as an Exempted Company or LLC
Entities existing outside the Cayman Islands, known as Overseas Companies, can apply for registration in the Cayman Islands as an exempted company under the Companies Act. This applies to entities with limited liability and share capital. Furthermore, under the Limited Liability CompaniesAct (LLC Act), various foreign entities, including corporations, trusts, and unincorporated businesses, can register as a limited liability company (LLC) in the Cayman Islands.
Procedure for Transfer
To transfer into the Cayman Islands, the following criteria must be met:
- The foreign entity must originate from a jurisdiction that allows such a transfer.
- Overseas Companies must be structured similarly to what is permissible for exempted companies under Cayman law.
- Appropriate fees must be paid, varying depending on the entity’s characteristics at the time of transfer.
- Required documents, including solvency declarations and assurances that the transfer is not intended to harm creditors, must be filed.
- The proposed name for the entity in the Cayman Islands must be approved by the Registrar, ensuring it doesn't conflict with existing names or contain prohibited terms.
- If the entity engages in regulated activities, necessary licenses or registrations from the Cayman Islands Monetary Authority (CIMA) must be obtained.
Post-Registration Effects
Once registered, the Cayman Islands Registrar issues a certificate of continuation, which can be expedited if required. This registration signifies the continuation of the entity’s existence under Cayman law. The entity’s history, including its previous jurisdiction and name, if different, is documented in the Cayman Islands Gazette.
The entity, now as an exempted company or LLC, must align its constitutional documents with Cayman law within 90 days of registration. This continuation does not constitute the creation of a new legal entity, nor does it alter the entity's properties, existing rights, obligations, or legal proceedings.
Registration as an Exempted Limited Partnership
Partnerships established outside the Cayman Islands can register as exempted limited partnerships under the Exempted Limited Partnership Act (ELPAct). This process includes amending the partnership agreement to comply with Cayman law, paying registration fees, and filing a registration statement with the Cayman Islands Registrar. The statement includes essential details about the partnership and its business activities.
Upon registration, the partnership receives a certificate of registration and is governed under the ELP Act. This registration does not create a new legal entity or affect the partnership's pre-existing properties, acts, rights, obligations, or legal proceedings.
This article is only intended to give a general overview and summary of the subject matter. It is not, nor is it intended to be comprehensive, and it does not constitute, and should not be taken to be, legal advice. If you would like legal advice or further information on any issue of any kind raised by this article, please get in touch with one of your usual contacts.
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