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How to Open a Fund in Cayman Islands

FAS CPA & Consultants

Cayman Islands is the ideal jurisdiction for a hedge fund for many reasons:

⇒ Top offshore jurisdiction worldwide.

⇒ English common law legislative system.

⇒ 75% of all offshore hedge funds are established in Cayman.

⇒ No personal, corporate income or capital gains tax.

 

Establishing a fund in Cayman takes three steps:

⇒ Open a Management Company.

⇒ Drafting the Fund Articles of Association.

⇒ Fund Incorporation.

 

Open a Management Company

If there is a Management Company in place in another jurisdiction, it can be used for the Cayman fund. Otherwise, the first step will be to open a Management Company in Cayman.

 

The Management Company will be established as a limited liability company under Securities Investment Business Law (2015 Revision), unless it applies for an exemption from registration. If it qualifies for exemption, it will not need to obtain a license for investment. Nevertheless, the company will have to pay the annual filing fee of $6K (separate from the $6K Fund annual fee) and declare the manager of the fund as an excluded person.

 

The Management Company will offer investments exclusively for one or more of the following classes of person:

⇒ A sophisticated person including another Fund.

⇒ A high net worth individual.

⇒ A company, partnership or trust that shareholders, unit holders or limited partners who are one of more persons described on (1) or (2).

 

Exempt management company fees are the same as for non-exempt management companies.

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Drafting the Fund Articles of Association

Legal counsel from an attorney will help in drafting the offering document including the terms of the offering and fund’s shares as well as the Articles of Association to set up the company.

 

Fund Incorporation 

Incorporation includes two steps:

⇒ Fund registration with the Registrar of Companies.

⇒ Fund registration with the Cayman Islands Monetary Authority (CIMA).

 

Funds may be exempt from registration if are closed-ended or include 15 or less investors. Fund incorporation fees are $8K approximately and annual fees $6K.

 

Consulting fees for formation and incorporation are $200K and include:

⇒ Incorporation.

⇒ Tax exemption certificate.

⇒ Register of Directors.

⇒ Stamp Duty.

⇒ Certified copies of Certificates of Incorporation.

⇒ CIMA administrative filing fee.

⇒ CIMA registration fee.

⇒ Formation and incorporation may take up to 30 days. 

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Cayman Offshore Tax Haven Will Reveal Company Owner’s Names

 

Action being Called The “Salisbury Effect”

Company ownership information is going to be published by Cayman Island tax havens.

 

Between 2010 and 2016, the Prime Minister of Britain targeted anonymous shell companies in overseas tax havens. David Cameron made the UK the first G20 country to publish a publicly available register, and he was trying to make the British territories do so, too.

 

The Economist recently reported that when he stepped down in 2016 campaigners kept going. Their persistence has now paid off.

 

Anti-Money-Laundering

An anti-money-laundering bill is designed to force the Caribbean and Atlantic territories to create public registers by December 31, 2020. This affects the British Virgin Islands (BVI), Bermuda and most importantly, the Cayman Islands.

 

Until recently it did not look like the bill would pass. That changed when Sergei Skripal, a Russian ex-spy was poisoned on British soil. The nerve-agent attack in Salisbury, a southern English city, focused the attention of the British government on Russian actions in a more general sense.

 

Now it was time to stop the rich Russian’s use of Britain and the offshore havens to wash dirty money. A lobbyist said, “It’s all down to the Salisbury effect”, naming the town where the ex-spy was killed.

⇒ This could be “biggest move against corruption in years” says Global Witness, a campaign group in the UK.

⇒ The territories are fuming. Previously, they have been allowed determine policies on finance for themselves.

⇒ The territories believe their anti-money-laundering and tax-transparency regimes are as good as several OECD countries, even the United States.

⇒ They maintain central ownership registers which are quickly accessible by law-enforcement, but are not published publicly.

⇒ BVI shell companies are especially common in corruption and tax-evasion cases.

⇒ Public access is important because law enforcement needs help from NGOs and journalists. Law enforcement lacks the resources to initiate inquiries, they only respond when there is existing evidence of wrong-doings.

 

There will be more pressure for similar treatment in Jersey, Guernsey and the Isle of Man. They were never British colonies so it will be harder to force them into making the same changes. Jersey plans to fight to keep “compliant confidentiality”, until the global standards change.

 

It is recommended that anyone holding offshore accounts in any area, but especially in the BVI, Cayman or Bermuda, review their holdings. 

 

Readers should note that this article is only intended to convey general information on these issues and that FAS CPA & Consultants (FAS) in no way intends for the contents of this article to be construed as accounting, business, financial, investment, legal, tax, or other professional advice or services.  This article cannot serve as a substitute for such professional services or advice.  Any decision or action that may affect the reader’s business should not rely solely on the contents of this article, but should rather be consulted on with a qualified professional adviser. FAS shall not be responsible for any loss sustained by any person who relies on this presentation.  This article is subject to change at any time and for any reason.

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