ERI-Cayman Company Annual Return

Cayman Company Annual Return

Introduction to Cayman Company Annual Return

One of the reasons why the Cayman Islands is a leading offshore jurisdiction is the flexibility of Cayman Islands companies law. The main legislation regulating the formation and operation of companies in the Cayman Islands is the Companies Law. English common law and equitable principles and precedents are also followed in the Cayman Islands where applicable.

Under the Companies Law a limited liability company may be incorporated as either:

· an exempted company – a company which has been registered as an exempted company on the basis of a declaration by the incorporating subscriber to the effect that the operations of the company are to be carried on mainly outside the Cayman Islands; or

· an ordinary company - a term not directly defined by the Companies Law but being the commonly used term for companies incorporated within the Cayman Islands and not registered as an "exempted company".

Registered office

Every exempted company must maintain a registered office within the Cayman Islands to which communications and notices may be sent. The location of the registered office is a matter of public record, notified to and published by the Registrar.

Registers

Every exempted company must maintain:

· a register of its shareholders with the names and addresses of the shareholders and particulars of the number of shares held by each, the share certificate number (if any) and the date upon which the shareholder became or ceased to be a shareholder;

· a register of officers and directors containing the names and addresses of the company's officers and directors, including alternate directors; and

· a register of mortgages and charges recording the details of all security interests granted by the Company over its property.

Theses registers must be kept at the company's registered office within the Cayman Islands, except the register of shareholders which may be kept at any place either within or outside the Cayman Islands but the address at which it is kept must be held by the registered office.

Accounts and auditors

The Companies Law requires that every company keep proper books of account, showing details of all receipts, expenditures, purchases, sales and assets and liabilities of the company, reflecting a true and fair view of the state of the company's affairs and explaining its transactions. A Cayman Islands company may specify any date for its financial year end.

There is no statutory requirement under the Companies Law for the filing or auditing of company accounts, and how and to what extent the books of account are made available to the shareholders of the company is generally a matter addressed in the articles of association or by the directors. Audited accounts may be required for companies which are regulated in the Cayman Islands under other laws, such as mutual funds. Please contact us for further details.

Annual filing requirements

Every exempted company is required to file an annual return and annual Company Registry fees with the Registrar in January of each year. This will be dealt with by the registered office provider. The annual return contains a declaration setting out:

· details of changes, if any, to the company's memorandum of association since the last return;

· that the operations of the company since the last annual return have been mainly outside the Cayman Islands;

· that in compliance with the Companies Law, the company is not trading within the Cayman Islands except in furtherance of its offshore business; and

· that any bearer shares issued are kept by a licensed custodian.