No. A Cayman Islands exempted company is not required by statute to hold board meetings in the Cayman Islands. Directors may meet anywhere in the world, or pass resolutions in writing, and the company will remain fully compliant with the Companies Act (as revised), provided the company’s own articles of association do not specify otherwise.
No statutory requirement to meet locally
The Companies Act (as revised) does not require the board of directors of a Cayman Islands exempted company to convene meetings in the Cayman Islands. Meetings may be held anywhere in the world – by telephone, video conference, or any other means by which each director can hear and be heard – unless the company’s articles of association specify otherwise. Written resolutions passed by all directors are also valid without any physical meeting.
Annual general meetings
Unlike many other jurisdictions, a Cayman Islands exempted company is not required to hold an annual general meeting of its shareholders. If the company does hold shareholder meetings, those may also be held outside the Cayman Islands. There is no mandatory local meeting requirement for either the board or the shareholders of a Cayman Islands exempted company.
Economic substance and the location of management decisions
While there is no statutory requirement to hold board meetings in the Cayman Islands, the economic substance regime introduced under the International Tax Co-operation (Economic Substance) Act (as revised) is relevant for companies engaged in certain ‘relevant activities.’
Companies carrying on holding company business, banking, fund management, insurance, or intellectual property activities may need to demonstrate that high-level management decisions are genuinely made in the Cayman Islands. For such companies, the location of board meetings, and the presence of appropriately qualified local directors, can be an important evidential factor in satisfying the substance test.
Practical considerations
Even where formal substance requirements do not apply, institutional investors and tax advisers in the company’s home jurisdiction may expect the company to demonstrate genuine Cayman nexus. Holding at least some board meetings in the Cayman Islands, with local independent directors in attendance, can support the credibility of the structure for investors and tax authorities alike.
The flexibility to hold board meetings anywhere is one of the practical advantages of the Cayman Islands, but the economic substance regime means that the location of strategic decision-making can carry real legal weight for entities in relevant sectors.
Related questions: Can a Cayman Islands company have a single director or a single shareholder? | What is a Cayman Islands tax exemption undertaking and how do I obtain one?
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FAQs
No. A Cayman Islands exempted company is not required by statute to hold board meetings in the Cayman Islands. Directors may meet anywhere in the world, or pass resolutions in writing, and the company will remain fully compliant with the Companies Act (as revised), provided the company’s own articles of association do not specify otherwise.
Yes. Unless the company’s articles of association provide otherwise, board meetings may be held by telephone, video conference, or any other means that allows directors to hear and be heard simultaneously. Written resolutions signed by all directors are also valid and do not require any physical meeting.
The International Tax Co-operation (Economic Substance) Act (as revised) requires companies in certain relevant sectors to demonstrate that high-level management and control is exercised in the Cayman Islands. While no single form of evidence is mandated, board meetings held in the Cayman Islands with appropriately qualified local directors present are a commonly used and evidentially strong way of satisfying this requirement.
Yes. There is no statutory requirement for shareholder meetings to be held in the Cayman Islands. Furthermore, a Cayman Islands exempted company is not required to hold an annual general meeting of shareholders at all.
Yes. Some companies include a provision in their articles of association requiring meetings to be held in the Cayman Islands, often for substance or governance reasons. Absent such a provision, the Companies Act (as revised) imposes no location requirement on board meetings.