Deciphr Academy
Module 26 · Flashcards

Cayman foundation companies: key words

Read the word, say the meaning out loud, then open the card.

Foundation company

A Cayman company that the Registrar has declared to be a foundation company under section 5 of the Foundation Companies Act. Source

Objects

The purposes set out in a foundation company's memorandum. They may, but need not, benefit other people. Source

Constitution

A foundation company's memorandum and articles of association, but not its bylaws. Source

Bylaws

Extra rules a constitution can provide for. Directors must follow them as far as the law and the constitution allow, but they are not part of the constitution. Source

Supervisor

A person, other than a member, who has an unconditional right under the constitution to attend and vote at general meetings. Source

Beneficiary

A person who will or may benefit from a foundation company carrying out its objects. Unless the constitution says otherwise, a beneficiary has no rights over the company. Source

Qualified person

Someone licensed or permitted under Cayman's Companies Management Act to provide company management services. A foundation company's secretary must be one. Source

Interested person

A member or supervisor, someone with the right to become one, or anyone the constitution declares to be one. Source

Company limited by guarantee

A company whose members promise to pay up to a set amount if it is wound up. It may, but need not, also have share capital. Source

Exempted company

A Cayman company registered as exempted because its objects are to be carried out mainly outside the Cayman Islands. Source

DAO (decentralised autonomous organisation)

A group that makes decisions through votes by holders of its token, often with no formal corporate structure. Source

Wrapping a DAO

Forming a legal entity, such as a foundation company, to act as a DAO's formal legal representative or operating body. Source

Economic substance notification (ESN)

The yearly notice every Cayman company gives the Tax Information Authority, saying whether it carries on a relevant activity. Source

Beneficial owner

Under Cayman's Beneficial Ownership Transparency Act, an individual who owns or controls 25% or more of the shares or votes, or otherwise has ultimate effective control. Source

Virtual asset service

Under Cayman's VASP Act, issuing virtual assets, or exchanging, transferring or keeping them safe for others as a business. Source

Registered office

Where a company's official records are kept. For a foundation company, it is its secretary's business address. Source

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