Venture Capital Comparative Guide

1 Legal framework

1.1 Which general legislative provisions have relevance to venture capital investment in your jurisdiction?

The legislative provisions applicable in the Cayman Islands depend on the type of vehicle employed by the startup, which is typically determined by:

• the nature of its business;
• its activities; and
• the location of its target investors.

While operating companies are often established in other jurisdictions, many startups choose to incorporate their holding companies in the Cayman Islands. These holding companies are typically structured as:

• exempted companies, governed primarily by the Companies Act – this is the most common corporate vehicle used by startups;
• foundation companies, governed by the Foundation Companies Act, often used by Web3 and crypto startups; or
• ordinary resident companies, governed by the Companies Act, typically utilised by startups operating locally within the Cayman Islands.

Additional statutes may apply depending on the activities undertaken by the startup. For instance:

• the Virtual Asset Service Providers Act may apply to startups involved in Web3 and crypto; and
• the Trade and Business Licensing Act may apply to startups planning to operate locally within the Cayman Islands.

The Cayman Islands itself has a growing startup scene supported by local initiatives, such as Cayman Enterprise City. This initiative encourages businesses – including startups – to establish a physical presence in one of the jurisdiction's special economic zones under the Special Economic Zones Act, fostering integration into the local innovation ecosystem. However, the focus of this Q&A is on international startups that utilise Cayman Islands holding company structures.

1.2 What specific factors in your jurisdiction have particular relevance for, or appeal to, venture capital investors?

The Cayman Islands is one of the leading offshore jurisdictions to structure international transactions for a variety of reasons, including:

• a business-friendly environment; and
• an established financial services industry with well-developed legal frameworks and experienced financial services professionals, including:
• • lawyers;
  • accountants; and
  • corporate service providers.

Given that the Cayman Islands is the leading domicile for offshore funds, many of the venture capital and private equity firms which invest in Cayman Islands structured startups are already familiar and comfortable with the jurisdiction.

No taxes are imposed in the Cayman Islands on an exempted company or its shareholders. On payment of a fee, an exempted company is entitled to apply for and receive an undertaking from the Cayman government such that no law enacted in Cayman imposing any tax to be levied on profits, income, gains or appreciation, or which is in the nature of estate duty or inheritance tax, shall apply to the exempted company or its shares or by withholding for a period of up to 20 years, which is usually renewable for a further 10 years upon expiry.

Cayman is a common law jurisdiction, with English common law playing a persuasive role. The Grand Court of the Cayman Islands has unlimited jurisdiction over complex commercial and trust disputes, while the Court of Appeal reviews decisions from the Grand Court. The Financial Services Division of the Grand Court was created in 2009, recognising the need for special procedures and skills in dealing with the more complex civil cases that arise from the financial sector in the Cayman Islands. The ultimate court of appeal is the Privy Council of the United Kingdom.

Cayman is a British overseas territory and offers a stable political environment, which provides consistency and certainty. It is on the Organisation for Economic Co-operation and Development, Financial Action Task Force (FATF), EU and UK 'whitelists' – a recognition of the Cayman Islands as a jurisdiction which is fully committed to implementing and maintaining international anti-money laundering and counter financing of terrorism compliance standards.

2 Parties

2.1 What types of investors typically provide venture capital investment in your jurisdiction?

As in other jurisdictions, the types of investors that choose to invest in Cayman Islands structures vary depending on the stage of the business's growth and maturity.

At the early or pre-seed stage, funding often comes from:

• the founders' personal networks, such as friends and family;
• angel investors;
• accelerators;
• incubators;
• family offices;
• high-net-worth individuals; and
• early-stage venture capital firms.

As the startup develops and progresses to priced equity rounds, the investor profile typically shifts. At this stage, traditional venture capital and private equity firms, institutional investors and large corporate venture capital investors become the major investors. These investors often specialise in funding businesses at specific stages, whether in early growth or later-stage expansion.

2.2 What types of companies do venture capital investors typically seek to invest in in your jurisdiction? Is the investment done directly or through foreign holding structures?

The global nature of businesses utilising Cayman Islands structures means that these startups span various sectors. However, the most common industries include:

• Technology, including AI;
• biotech and healthcare;
• financial services; and
• blockchain and cryptocurrency.

For foreign businesses that adopt a Cayman Islands holding structure, investments are usually made directly into the Cayman Islands entity. The downstream structure is influenced by legal, tax and regulatory considerations in the jurisdiction where the underlying business operates.

Additionally, investors are advised to seek independent tax advice to assess any potential tax implications associated with investing in a Cayman Islands structure.

2.3 How are these companies typically structured?

Please see question 1.1.

3 Structuring considerations

3.1 How are venture capital investments typically structured in your jurisdiction (eg, equity, quasi-equity (SAFE/KISS), debt, other), and how does structuring typically differ between seed-stage, early-stage and later-stage investments?

Venture capital investments in the Cayman Islands are typically structured to align with:

• the fundraising objectives of the startup;
• its stage of maturity; and
• the financial risk appetite of the investors.

In earlier rounds, it is common to see the issuance of simple agreements for future equity (SAFEs) or convertible notes by Cayman Islands companies. As the company grows, develops its business and increases in valuation, it usually transitions to priced equity rounds, also referred to as 'preference share financings'. SAFEs or convertible notes are also frequently used in bridge rounds to provide interim financing between priced rounds.

Although less prevalent than priced equity rounds, some Cayman Islands-based startups also engage in venture debt deals. In such cases, the lending typically occurs at the level of the operating business, rather than at the Cayman Islands holding company level. These arrangements often involve:

• security being granted by the founders over their shares in the Cayman Islands holding company; or
• lenders negotiating warrants issued by the Cayman Islands company that can be exercised upon certain trigger events.

3.2 What are the potential advantages and disadvantages of the available investment structures?

The potential advantages and disadvantages of various investment structures are not unique to the Cayman Islands. The decision on which structure to adopt is influenced by several factors, including:

• the company's urgency in raising capital;
• investor sentiment;
• dilution considerations; and
• the level of investor protections required.

For example, equity structures such as priced rounds can offer strong investor protections and long-term alignment with the company's growth, but they often lead to significant dilution for existing shareholders. Convertible instruments such as SAFEs or convertible notes are more flexible and allow for quicker capital raises, but they may provide less protection for investors. Venture debt, while less dilutive, may impose financial obligations and risks, especially for early-stage startups with limited cash flow.

Ultimately, the choice of structure should balance the needs and expectations of both the company and its investors while aligning with the long-term strategic goals of the business.

3.3 What specific issues should be borne in mind in relation to cross-border venture capital investments?

While the Cayman Islands is a tax-neutral jurisdiction, consideration should always be given to onshore issues – namely the tax, legal and regulatory implications of the jurisdictions of each of the stakeholders involved in the transactions, including:

• the founders;
• the investors; and
• the underlying operating businesses.

3.4 What specific issues should be borne in mind when multiple investors are involved (eg, pooling)?

While the interests of investors will be broadly aligned, each investor will ultimately have its own risk appetite and have set its own expectations regarding the progress and the time horizon for the investment and ultimately its exit. These factors will ultimately impact the investor rights and protection and governance and decision-making terms which will be negotiated into the investment documentation.

Preferred equity financing vehicles are considered a non-fund arrangement pursuant to the statement of guidance issued by the Cayman Islands Monetary Authority. These arrangements are therefore exempt from the need to register and the other obligations under the Private Funds Act of the Cayman Islands which might otherwise be applicable with any pooling of investor moneys.

4 Investment process

4.1 How does the investment process typically unfold? What are the key milestones?

Once a target has been identified by an investor and a term sheet setting out the proposed commercial terms has been negotiated and executed, due diligence will be carried out on the proposed investment by the investors (see question 4.2). In parallel, legal counsel to the Cayman Islands company and the investor(s) will work together to draft and agree the legal documentation and any necessary corporate approvals in relation to the investment.

From a Cayman Islands perspective, there are certain steps which need to be taken at closing. These include:

• filing any shareholder resolutions amending the authorised share capital of the company, or special resolutions amending the memorandum and articles of association of the company, with the registrar of companies of the Cayman Islands within 15 days;
• updating the register of members of the Cayman Islands company to reflect the issuance of the new shares (or the repurchase or transfer of any shares) because the register of members is prima facie evidence of legal title to shares in the Cayman Islands; and
• updating the register of directors in connection with any director appointments or resignations and the associated filings with the registrar of companies of the Cayman Islands within 30 days.

4.2 What types of due diligence (eg, legal, financial, technical) do venture capital investors typically conduct into prospective portfolio companies? What are key red flags for venture capital investors?

Typically, the lead investor(s) will conduct legal, financial and commercial due diligence before proceeding with any investment, although the extent of the due diligence:

• will vary depending on factors such as the maturity of the business and the size of the investment; and
• will be guided by the investor and its advisers.

From a Cayman Islands perspective, the investor will want to confirm, among other things:

• that the company is in good standing;
• that the register of members aligns with the capitalisation table;
• the current director and officer appointments;
• that the company is in compliance with all regulatory obligations (eg, economic substance filings); and
• that there are generally no unforeseen issues from a Cayman Islands perspective (eg, the holding of intellectual property which can be burdensome from an economic substance perspective).

4.3 What documentation is typically prepared during the investment process and who is responsible for preparing this?

For priced equity rounds, the commercial terms negotiated in the term sheet will be reflected in either:

• a single investment or shareholders' agreement; or
• various series financing documents – namely:
• • a share purchase agreement;
  • a right of first refusal and co-sale agreement;
  • an investor rights agreement; and
  • a voting agreement.

Certain commercial terms will also be reflected in the memorandum and articles of association of the Cayman Islands company which should conform with the accompanying financing agreements.

Legal documentation is usually prepared by the company's Cayman Islands and foreign legal counsel working together.

In each case, corporate approvals at both a board and shareholder level authorising entry into the above documentation and any related actions will also be prepared.

4.4 Are standard investment documents available for venture capital investments in your jurisdiction? If so, who (eg, industry association, organisation) provides them and how frequently are they used in practice?

The Cayman Islands does not have a venture capital association; however, venture capital transactions involving the United States, Latin America and China will often use documentation based substantially on the model legal documents produced by the US National Venture Capital Association which will be adapted to take into consideration Cayman Islands specific requirements.

In certain regions, the investment documentation will be governed by the laws of the Cayman Islands, while in others it will be governed by foreign law.

For SAFEs, Y Combinator has produced a standard form Cayman Islands law-governed SAFE and pro rata side letter.

4.5 What disclosure requirements and restrictions may apply throughout the investment process, for both the venture capital investor and the prospective portfolio company?

The majority of the disclosure requirements during the investment process will be driven by:

• the term sheet that has been executed in relation to the proposed investment; and
• any disclosure against the representations and warranties negotiated in the share purchase agreement as a result of the investment due diligence.

4.6 What advisers and other stakeholders are involved in the investment process?

Venture capital deals in the Cayman Islands involve a range of advisers and stakeholders, each of which plays an integral role in relation to its structuring, negotiation and implementation, from initial term sheet to closing.

The principal legal advisers are Cayman Islands legal counsel and international legal counsel (often an international law firm with experience in cross-border venture capital transactions and deal terms), often with the involvement of local legal counsel who may be based where the underlying business actually operates.

Tax advisers or accountants will also play a key role in advising on the tax implications of the investment and any related structuring questions.

4.7 What is the process and what (corporate) approvals are required for a portfolio company to issue shares or debt instruments to investors in your jurisdiction?

The process and corporate approvals required for issuing shares or debt instruments will be governed by the terms of the existing memorandum and articles of association of the company and the shareholders' agreements currently in place, which will vary depending on the growth stage of the startup.

Under Cayman Islands law:

• the issuance of shares or debt instruments will typically require board approval; and
• any amendment to the authorised share capital and the memorandum and articles of association will also require shareholder approval.

To the extent that the company has already issued equity to investors, it is likely that any further issuance of shares will require:

• protective provision consent; and
• that any rights of first offer be waived (to the extent these will not be exercised).

5 Equity investment terms

5.1 What key investment documents and terms (eg, valuation, share class, governance rights, liability concept, transfer restrictions, exit rights) typically feature in venture capital equity investments in your jurisdiction?

The key commercial terms of any investment will be negotiated and agreed in a term sheet between the company and the investor(s). These will then form the basis for the legal documentation. See question 4.3 in relation to legal documentation.

The term sheet will address various commercial terms, including:

• the size of the proposed investment;
• the company's valuation; and
• the price per share at which the investor will be investing.

In addition, it will set out:

• the rights which will attach to the series of preference shares to be subscribed – for example:
• • the liquidation preference;
  • the dividend preference; and
  • any veto rights;
• any governance rights;
• anti-dilution measures;
• transfer rights and restrictions; and
• information and reporting rights.

5.2 What type of security is typically issued to new investors as part of venture capital equity investments in your jurisdiction and what (economic) preference rights are typically attached to these securities (by operation of law, under constitutional documents and/or contractually)? What rules and requirements apply in this regard?

In a priced equity round, investors will be issued preference shares. The commercial terms attached to these shares will be a matter for negotiation (typically by the investor(s) leading the financing round), but will usually include:

• a liquidation preference;
• a dividend preference;
• conversion rights;
• anti-dilution protection;
• certain veto rights; and
• board representation.

The rights attached to the preference shares will be set out in:

• the memorandum and articles of association; and
• the accompanying financing agreements.

It is a basic principle under Cayman Islands law that all investors in an exempted company holding shares or equity interests in the same class must be treated equally with respect to their class rights. Therefore, consideration should always be given to the rights being granted to shareholders in any particular class or series.

5.3 What anti-dilution measures or rights (eg, pre-emptive rights, down-round protection) typically feature in venture capital equity investments in your jurisdiction?

It is common to see investors negotiate standard anti-dilution measures into the series financing documentation. These include:

• pre-emption rights in the case of issuance of any additional securities;
• protective provisions or veto rights in relation to the issuance of additional securities with rights pari passu or senior to the existing preference shares; and
• conversion price adjustment mechanisms in the case of certain dilutive issuances.

5.4 What are the key features of the liability regime (eg, representations and warranties, disclosure concept, liability caps, remedies) that applies to venture capital investments in your jurisdiction?

The liability regime applicable to venture capital investments involving Cayman Islands companies is primarily determined by the governing law of the investment agreements. Standard features typically include:

• representations and warranties;
• provisions for disclosure against these;
• negotiated monetary caps;
• time limits; and
• where relevant, agreed carveouts.

Under Cayman Islands law, remedies for breaches of representations and warranties are grounded in common law principles. These remedies may include:

• rescission;
• damages; or
• in certain cases, specific performance.

However, specific performance is a discretionary remedy and may only be granted in appropriate circumstances.

5.5 What key transfer rights and restrictions (eg, lock-up period, right of first offer/right of first refusal, drag/tag-along rights, purchase options) typically feature in venture capital investments in your jurisdiction? Are (reverse) vesting/good and bad leaver provisions commonly applied to founders in your jurisdiction? If so, how are these typically structured?

Key transfer rights and restrictions will be contained in:

• the investment agreements; and
• the memorandum and articles of association.

The investment agreements will typically contain rights of first refusal in case founders, or in some cases investors, wish to transfer some or all of their shares to a third party. Normally there will be certain exceptions to any such restrictions on transfers. For instance, transfers by a founder to an estate planning vehicle or an investor to a group affiliate will often be permitted. Co-sale and tag-along/drag rights are also standard rights granted to investors.

Under the memorandum and articles of association:

• it is relatively standard that all share transfers must be approved by the board of directors; and
• sometimes there may be further restrictions on transfers to competitors.

5.6 What management incentives (eg, equity, options, phantom shares) typically feature in venture capital investments in your jurisdiction?

It is common to see share option or share incentive plans implemented at the level of the Cayman Islands company to advance the interests of the company and its wider group by:

• providing an incentive to attract, retain and reward employees and individuals performing services; and
• motivating such persons to contribute to the growth and the profitability of the business.

The share plan typically provides for awards under the share option plan in the form of options or restricted share awards. The share option plan is normally administered by the board of directors, unless a specific committee has been established to oversee the same.

It is also not uncommon for some investors to insist that founders enter into a lock-up agreement, with the company being granted a repurchase option in certain circumstances in case the founder should leave the company prior to the shares fully vesting.

6 Debt investment terms

6.1 What terms typically feature in non-equity venture capital investments in your jurisdiction?

It is unusual to see venture debt at the Cayman Islands holding company level. Sometimes:

• security will be granted by the founders over their shares of the Cayman Islands company as collateral for the loan; and/or
• the Cayman Islands company will issue warrants as part of the terms of the debt deal.

6.2 How are such non-equity investments typically treated in the event of (a) an equity investment, (b) a change of control and/or (c) maturity?

How non-equity venture capital investments are treated in case of these events will be a matter for negotiation, but it is not uncommon for such events to trigger:

• repayment; or
• in the case of convertible debt, conversion.

7 Governance and oversight

7.1 What are the typical governance arrangements of venture capital portfolio companies?

A Cayman Islands company must have at least one director, although there is no requirement that any directors be resident in the Cayman Islands.

The board of director(s) of a Cayman Islands company are collectively responsible for the management of the company. The board may in turn delegate certain power or authority to officers of the company or a specific committee.

The board will normally be composed of a mix of:

• founders;
• directors nominated by investors pursuant to the investment agreements; and
• sometimes, independent directors.

The investment agreements will often also contain voting rights or protective provision consents, ensuring that major investors have input on certain strategic or key decisions impacting the company.

7.2 What legal considerations should venture capital investors take into account when putting forward nominees to the board of portfolio companies?

Individuals serving as directors of a Cayman Islands company should be aware of the duties and obligations that directors have under Cayman Islands law.

There is no statutory codification in the Cayman Island and therefore duties and obligations derive from statute – namely the Companies Act in the case of an exempted company and common law. At common law, a director owes two types of duty to the company:

• fiduciary duties, including:
• • a duty to act in good faith;
  • a duty to exercise powers in the company's interests;
  • a duty to avoid conflicts of interest; and
  • a duty not to make secret profits; and
• duties of skill and care.

Directors are responsible to the company and not, in the absence of special circumstances, to the members as individuals (eg, including the investor that has appointed the director in question). For the purposes of describing directors' duties, the company is generally defined with reference to the interest of both present and future members of the company as a whole. If a company is in financial difficulty (often referred to as the 'zone of insolvency'), the interests of the company may include the interests of the creditors.

A director may be personally liable to the company in damages for breaching:

• fiduciary duties; or
• duties of care, diligence and skill.

Directors should thus always consider their duties and responsibilities when charting a course of conduct with respect to the company and its interests.

Although the fact that a decision turns out to be wrong or not beneficial, or causes loss, will not necessarily give rise to liability, if there is the least doubt or concern about a particular approach or action and how it might impinge upon or otherwise interact with the director's duties and obligations, legal advice should be obtained without delay.

7.3 Can a venture capital investor and/or its nominated directors typically veto significant corporate decisions of a portfolio company? If so, what are the common types of corporate decisions over which a venture capital investor might request veto rights?

This will depend on the terms negotiated for any particular investment, but it is not uncommon for certain strategic matters or matters over a particular monetary threshold to require board approval under the investment agreements and memorandum and articles of association. Often such board approval must include the affirmative vote of one or more of the investor nominated directors.

7.4 What information and reporting rights do venture capital investors typically enjoy in your jurisdiction (by law and contractually)?

The information and reporting rights of investors usually derive from:

• the investment agreements, which will typically provide for the provision of financial statements and management reports; and
• the memorandum and articles of association, which will typically provide for extremely limited rights to inspect the books and records of the company.

7.5 What other legal tools and strategies are available to venture capital investors or other minority investors to monitor and influence the performance of portfolio companies?

Major investors may also negotiate entry into a management rights letter or side letter which may provide, among other things, for:

• more frequent reporting; or
• enhanced access to information.

Some investors may also negotiate the appointment of a board observer who, on a confidential basis, may attend all board meetings and receive information otherwise shared with the directors.

8 Exit

8.1 What exit strategies are typically pursued by venture capital investors in your jurisdiction?

The most common exit strategies pursued by Cayman Islands startups include:

• initial public offerings (IPOs);
• de-SPACs;
• strategic M&A transactions; and
• secondary share sales.

The choice of the most suitable strategy depends on various factors and may take place at the level of either the Cayman Islands holding company or one of its subsidiaries.

Cayman Islands holding companies are frequently utilised as listing vehicles for IPOs on prominent international stock exchanges. Consequently, many startups structured in the Cayman Islands opt to list on NASDAQ, the NYSE or the HKEX. Investor rights agreements typically detail the registration rights available to investors, including both demand and piggyback registration rights, along with the terms and conditions for their exercise.

8.2 What specific legal and regulatory considerations (if any) should be borne in mind when pursuing each of these different strategies in your jurisdiction?

The investment agreements and memorandum and articles of association in place at the time of the proposed exit will dictate the corporate approvals which will need to be obtained in order to pursue any proposed strategy.

9 Tax considerations

9.1 What are the key tax considerations in relation to venture capital equity investment in your jurisdiction?

The Cayman Islands is a tax-neutral jurisdiction. Therefore, no taxes will be levied on the company or investors from a Cayman Islands perspective.

9.2 What are the key tax considerations in relation to venture capital debt investments in your jurisdiction?

See question 9.1.

9.3 What are the key tax considerations in relation to equity-related incentive schemes in the context of venture capital investments in your jurisdiction?

See question 9.1.

10 Disputes

10.1 What kinds of disputes typically arise in relation to venture capital investments in your jurisdiction and how are they typically resolved?

Venture capital investments involve a range of stakeholders, which can lead to tensions and disputes at various stages of a business's lifecycle. These conflicts are not uncommon and often stem from the complexities of balancing interests among the parties involved.

Typical disputes include:

• disagreements between founders;
• conflicts between the company and departing employees; and
• issues between founders and shareholders.

These are particularly prevalent in situations involving:

• breaches of shareholder agreements;
• financial difficulties; or
• claims of minority shareholder oppression.

In more severe cases, disputes may arise from allegations of:

• fraud;
• misrepresentation; or
• mismanagement.

To address such disputes, investment agreements generally include well-defined dispute resolution provisions. These clauses outline the procedures for resolving conflicts, frequently opting for arbitration. The choice of arbitration location and governing rules is usually influenced by the jurisdiction of:

• the founders;
• the business; or
• major investors.

Arbitration ensures a structured, efficient resolution process while maintaining confidentiality, which is often preferred.

11 Trends and predictions

11.1 How would you describe the current venture capital landscape and prevailing trends in your jurisdiction? What are regarded as the key opportunities and main challenges for the coming 12 months?

Despite ongoing global macroeconomic uncertainties and persistent challenges in the venture capital landscape, there is cautious optimism for 2025. Key drivers of this outlook include:

• renewed activity in the initial public offering and M&A markets; and
• a notable increase in seed funding.

Greater liquidity in these markets is expected to facilitate further fundraising and investments, particularly into startups utilising Cayman Islands structures.

The Cayman Islands remains strategically positioned to play a pivotal role in the industry's growth. As a leading offshore fund domicile, it continues to attract fund managers from the United States, Latin America and Asia seeking to raise venture capital and private equity funds. Its robust legal framework, tax neutrality and flexible corporate structures are major draws.

Looking ahead, many startups aiming to secure international funding are anticipated to continue establishing Cayman Islands-based holding structures.

11.2 Are any developments anticipated in the next 12 months, including any proposed legislative reforms in the legal or tax framework?

We do not expect any legislation which will impact the venture capital industry in the next 12 months. The Beneficial Ownership Transparency Act, 2023 (BOTA) entered into force in July 2024. The Cayman Islands remains committed to ensuring transparency of beneficial ownership information and has enhanced the strength of its regime in line with evolving international standards for beneficial ownership transparency and reporting. All Cayman Islands companies, limited liability companies, foundation companies, limited liability partnerships, limited partnerships and exempted limited partnerships:

• must consider how they are affected by the new BOTA; and
• will need to take steps to comply, given that the BOTA and its accompanying regulations provide for the imposition of administrative fines for any breaches.

12 Tips and traps

12.1 What are your tips to maximise the opportunities that venture capital presents in your jurisdiction, for both investors and portfolio companies, and what potential issues or limitations would you highlight?

To maximise the opportunities that venture capital offers when utilising Cayman Islands structures, both investors and portfolio companies should take full advantage of the jurisdiction's well-established structures and its strong international reputation for attracting global capital. Cayman Islands entities are particularly attractive due to:

• their corporate flexibility;
• their tax neutrality; and
• the jurisdiction's robust legal framework.

It is therefore crucial for investors and startups to engage experienced legal and tax advisers who specialise in Cayman Islands structures. These advisers can help to:

• navigate legal and regulatory requirements;
• mitigate potential risks; and
• optimise tax and operational efficiencies.

By doing so, all stakeholders will be better positioned to achieve long-term success in an increasingly dynamic investment environment.

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.