Limited Liability Company (LLC)
LLCs, or Limited Liability Companies, are traditionally formed in the Cayman Islands when the activities of the business are to be conducted predominantly outside the borders of the Cayman Islands. The characteristic aspect of these companies is the fact that they have separate legal identities from the members of the company and, thus, are insulated from personal liability with respect to the company’s debts and liabilities. Moreover, an LLC has no share capital but the members of the company acquire interests in the LLC and the management of an LLC is designated to said members.
How Do I Form An LLC In The Cayman Islands?
Forming an LLC in the Cayman Islands is not all that dissimilar from forming an exempted limited partnership structured business. The first thing you need to do is file a signed registration statement with detailed information about the would-be company and pay the registration fee. This has to be done with the Registrar of Limited Liability Companies. Additionally, when changes need to be made to this statement, those must be detailed and filed in a separate amendment. Foreigners and non-local entities as well as Caymanians can register LLCs in Cayman.
What Should My LLC Registration Statement Contain?
It is straightforward and spelled out specifically. Firstly, the name of the LLC – which may or may not contain the words “Limited Liability Company” or the abbreviation “L.L.C.” or “LLC”. The name must not be likely to mislead or suggest that it is licensed when it is not so licensed. Additionally, it should contain its foreign company name along with with its translated name. Secondly, the local Cayman Islands address where all communication is to be addressed must be defined as well as the registered office. If your LLC is formed for a limited duration of time then that must also be spelled out. Next you will need to declare that your LLC will not undertake business with the public in the Cayman Islands other than so far as may be necessary for the carrying on of the day-to-day business of running the company. Failing to adhere to this important rule could lead to legal trouble for the company as well as any person in a management role that broke the rules. This could even lead to your LLC being dissolved and removed from the Register of Limited Liability Companies in the Cayman Islands.
Are LLC’s Taxed In The Cayman Islands?
In short, no. An LLC can apply for a tax-undertaking certificate from the Cayman Islands Government. The terms of this certificate are the same terms that are available to exempted limited partnerships and exempted trusts. Currently there are no laws in the Cayman Islands imposing any form of taxation on profits, income, capital gains or appreciation. Obviously you will want to speak to a professional advisor or attorney to learn just how this plays out for your LLC.
What Is Limited Liability Exactly?
Lots of people often ask us, what is “limited liability” in the Cayman Islands exactly? Great question. Generally speaking, unless contrary to the agreement, a member in an LLC has his or her liability limited to a few specific things. One is the amount that the member has undertaken to contribute to the assets of the LLC. You’re also only liable to the terms agreed upon between the member and the LLC itself. For example, when a member of an LLC receives payment at a time when the LLC is unable to pay its debt, and the member had actual knowledge of such insolvency, that member would be liable to the LLC for the amount of the payment. Additionally, LLC members have no duties when exercising their rights or authorities or performing any of their obligations as members under the LLC agreement.
LLCs are a very popular form of company formation in the Cayman Islands. You can learn more about them at the government website and as always, you will need to consult professionals or attorneys when wading through the process of setting up your Cayman Islands LLC.