• Cayman Islands Segregated Portfolio Company

  • GENERAL

    Legal Framework

    Cayman Islands Segregated Portfolio Companies are governed by the Cayman Islands Companies Law.

    Special Characteristics

    A Segregated Portfolio Company is a single legal entity and is a variant of the Cayman Exempted Company. An Exempted Company can apply to convert to a Segregated Portfolio Company.

    A Segregated Portfolio Company comprises the "core" and the "cells" or the "segregated portfolios".

    The name of a Segregated Portfolio Company should include the words "Segregated Portfolio Company" or "SPC". Each Segregated Portfolio should each have a distinct name and must include the words "Segregated Portfolio" or "SP".

    The Segregated Portfolios are not separate legal entities.

    Taxation

    The Cayman Islands do not levy any corporation tax, income tax, capital gains tax, inheritance tax, or gift tax.

    Assets & Liabilities

    The assets of a Segregated Portfolio Company are either segregated portfolio assets or general assets.

    The assets and liabilities of the Segregated Portfolios are statutorily segregated i.e. the assets and liabilities of each cell are ring-fenced from each other, meaning that the creditors of a segregated portfolio cannot seek recourse from the assets of the other segregated portfolios or from the core.

    Assets which are not allocated to a specific segregated portfolio are regarded as general assets of the core.

  • SHAREHOLDERS

    Minimum Number of Shareholders

    The minimum number of shareholders of a Segregated Portfolio Company is 1.

    Restriction on Nationality/Residency of Shareholders

    There is no restriction on the nationality or residency of the shareholders.

    Corporate Shareholders

    The shareholders of a Segregated Portfolio Company can be individuals and/or legal persons.

  • DIRECTORS

    Minimum Number of Directors

    The minimum number of directors is 1.

    Restriction on Nationality/Residency of Directors

    There is no restriction on the nationality or residency of the directors.

    Corporate Directors

    The directors can be individuals and/or legal persons.

  • SHAREHOLDER MEETINGS

    Shareholder Meetings

    A Segregated Portfolio Company is not required to hold an annual General Meeting of its shareholders.

    If it wishes to do so then such meeting can take place outside the Cayman Islands.

  • CAPITAL

    Shares may be issued in respect of a particular segregated portfolio, the proceeds of which are included in the assets of such segregated portfolio and which may carry the right to distributions from that segregated portfolio.

    Minimum Capital Requirement

    There is no minimum capital requirement for a Segregated Portfolio Company.

    Currency of Capital

    The share capital of a Segregated Portfolio Company can be denominated in any currency.

    Non-par Value and Bearer Shares

    The Law permits a Segregated Portfolio Company to issue shares at par value or at a premium.

  • REGISTERED OFFICE

    Registered Office

    It is a legal requirement for every company in the Cayman Islands to have a registered office in the Cayman Islands.

    Company Secretary / Registered Agent

    There is no legal requirement for a Segregated Portfolio Company to have a secretary.

  • FOREIGN INVESTORS

    Restrictions on Foreign Investors

    There are no restrictions on foreign investors investing in a Segregated Portfolio Company in the Cayman Islands.

  • FORMATION

    Time Needed for Incorporation

    It usually takes 5 - 10 days to register a Segregated Portfolio Company in the Cayman Islands.

    If the Segregated Portfolio Company will be engaged in a regulated business (e.g. a regulated mutual fund or an insurance company), the prior approval of the Cayman Islands Monetary Authority may be required.

  • CONFIDENTIALITY

    A Segregated Portfolio Company does not need to file a return providing the details of its shareholders.

    The details of the directors and officers of a Segregated Portfolio Company should be made known to the Registrar of Companies, which however are kept confidential.

  • FILING REGUIREMENTS

    Filing with the Registrar of Companies

    A Segregated Portfolio Company must file an annual return with the Registrar of Companies in January each year.

    Filing with the Tax Authorities

    A Segregated Portfolio Company does not need to submit an annual tax return or its annual accounts to the Tax Authorities.

  • RECORDS

    Accounting Records

    A Segregated Portfolio Company needs to maintain accounting records. These can be maintained outside the Cayman Islands and in any currency.

    The Law does not specify the duration for which these accounting records should be kept.

    Financial Statements

    A Segregated Portfolio Company needs to prepare annual accounts. These can be prepared under IFRS, whereas the Law does not mention any specific accounting principles.

  • AUDIT

    Audit Requirement

    The Law does not require the accounts of a Segregated Portfolio Company to be audited.

Compare Cayman Islands to other jurisdictions and see the difference in corporation tax rates, tax residency requirements, VAT rates, capital gain taxes, etc.

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