Cayman Islands Corporate Structures – Shareholders, Directors and Meetings

Cayman Islands Corporations – Share Capitals and Shareholders

Shareholders are protected by common law in the Cayman Islands. Under such law, a company’s director who has been neglectful of his responsibilities in maintaining the company may be held accountable and censured according to applicable laws. This is especially so if damages suffered by the company’s shareholders are grave.

A shareholders’ meeting should be done at least once every year within the island for all types of companies residing within the island: Ordinary Resident; Ordinary Non-Resident; and Exempted Companies. There is no specified location where shareholders’ meetings must take place. However, non-resident companies are required to have at least one shareholders’ meeting within the island. Proper notice must be given and shareholders should be afforded ample time to receive such notice prior to the meeting. Shareholders’ resolutions are either special or ordinary, with the former requiring at least a two-thirds ratio of attendance. These special resolutions usually cover changes in the company’s Memorandum and Articles of Association and other significant changes affecting the company.

Division of share capital to shares may be done differently per shareholder, with each share having specific rights, if the shareholders do so require. Currency of share capital and shares may not necessarily be in the form of the island’s local currency since the island enforces an absence of exchange control.

Unlike in ordinary companies where shares must be at par value; Since Exempted Companies have no minimum capital investment requirement, they may issue shares with no par value. Details of Exempted Companies’ shareholdings are not required to be made public, as well. Exempted Companies have no minimum capital required.

The liability of the shareholders is limited. They will only be held accountable for unpaid shares at par value. Shareholders may either be a company or a person/trustee. Ordinary companies must have at the very least one shareholder, regardless of nationality.

Cayman Islands Corporations – Meetings

Exempted companies in the Cayman Islands have to hold one meeting each year in Grand Cayman, however, the majority of the time this is held by proxy or nominees, etc.

Cayman Islands Corporations – Officers and Directors

There is no limit on how many directors a company may have; however, every Cayman Island company must have one director. Directors of exempt companies do not have to live in the Cayman Islands and can be of any nationality. Every company has to have a register of directors and officers. If any changes are made to the register the company must notify the Registrar of Companies, however, the register is not made public and shareholders will not have any rights to inspect the register unless power is granted to the shareholders.