The Cayman Islands Limited Liability Companies Law, 2016
(the "LLC Law") has now been enacted and
will be brought into force by a separate commencement order which
is expected to be published later this month. Once in force, the
Cayman Islands will offer a new form of corporate vehicle, the
Limited Liability Company ("LLC"). The LLC will be a
hybrid vehicle combining many of the key characteristics of
existing Cayman Islands companies and limited partnerships. The LLC
is expected to be particularly attractive to sponsors and promoters
from the US looking for a vehicle that is closely aligned with the
Delaware limited liability company.
Registration of LLCs
Registration of an LLC is effected by
filing a registration statement with the Registrar of Limited
Liability Companies ("Registrar") together with payment
of the prescribed fee.
Constitution of LLCs
The member(s) of an LLC are required
to enter into an LLC Agreement to regulate and conduct the business
or affairs of the LLC. The LLC Agreement is required to be governed
by Cayman Islands law and the LLC is bound by the terms of the LLC
Agreement (whether or not signed by the LLC). The LLC Agreement is
not required to be filed with the Registrar.
Merger or Consolidation of LLCs
Subject to the LLC Agreement, an LLC
may merge or consolidate with either one or more LLCs, one or more
Cayman Islands exempted companies, or one or more foreign entities
having separate legal personality.
Continuation of Foreign Entities as LLCs and Conversion of
Exempted Companies to LLCs
Any foreign entity with separate
legal personality may be registered by way of continuation as an
LLC in the Cayman Islands and any LLC may deregister as an LLC and
be registered by way of continuation as a foreign entity under the
laws of any jurisdiction outside the Cayman Islands.
An exempted company (either
incorporated or registered under the Companies Law by way of
continuation from another jurisdiction) which is not a segregated
portfolio company, may convert into an LLC.
The LLC is a very welcome addition to the Cayman Islands'
existing stable of company, limited partnership and trust vehicles
and will further enhance the Cayman Islands' as a leading
We will provide a further update once the commencement date for
the LLC Law has been set.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
To print this article, all you need is to be registered on Mondaq.com.
Click to Login as an existing user or Register so you can print this article.
Failure to comply with company law in Hong Kong can be very expensive for businesses. In a highly dynamic business and regulatory environment such as Hong Kong, it is challenging for business owners to remain fully aware of the latest legal requirements.
In our article " Characteristics of the Commercial Agency Law of the United Arab Emirates" published with Mondaq on 27.09.2016, we outlined the general applicability of the UAE Commercial Agency Law (Federal Law No. 18 of 1981 including its amendments).
Confidentiality of corporate documents and information is one of
the key attractions of incorporating a company in the BVI. A
company search of the BVI Registrar of Corporate Affairs will only
disclose certain information and documents.
Luxembourg's Companies Act ‘reform bill' includes new rules for conversions of company types and introduces the S.à r.l.-S.
Some comments from our readers… “The articles are extremely timely and highly applicable” “I often find critical information not available elsewhere” “As in-house counsel, Mondaq’s service is of great value”
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).