How is a Cayman foundation company set up, and what does the Registry charge?

Step 1: write the constitution

The constitution is the memorandum and the articles of association. The bylaws are separate and are not part of it.^7,8

• The memorandum must say the company is a foundation company, describe its objects, say what happens to spare assets on a winding-up, and ban dividends to members.¹
• The articles set out how the company is run: who appoints directors, who votes and how meetings work.⁹

The Act includes a model constitution in Schedule 2. A foundation company may adopt any part of it, or all of it.¹⁰ The model is headed "A foundation company limited by guarantee", and its articles give powers to a single named founder.^11,12 Conyers, a law firm, compares it to the standard articles in the Companies Act.¹³

Think hard about changes before you file. The memorandum can only be changed if, and as far as, the memorandum itself allows it, or by a court order.¹⁴ The same applies to the articles: they can only be changed as the constitution allows.¹⁴

Step 2: a licensed secretary and an office in Cayman

A foundation company must have a qualified person as its secretary at all times.³ That means someone licensed or permitted to provide company management services in Cayman.⁷ Its registered office is the secretary's business address.¹⁵

The General Registry says the most convenient way to form this type of company is to hire one of the professional firms licensed to do it.¹⁶

The secretary is also a gatekeeper for money and assets. The company may not accept a gift of assets, or assets in return for shares, until the secretary has given it a notice that there appears to be no objection under Cayman's anti-money laundering and terrorism laws.¹⁷ Conyers calls this a "notice of no-objection".¹³

Step 3: file with the Registrar

The memorandum and articles are delivered to the Registrar of Companies.¹⁸ A company whose objects are to be carried out mainly outside the Cayman Islands may apply to be an exempted company.¹⁸ Ogier says a foundation company like that may be formed as an exempted company.¹⁹

• A new company: if the Registrar is satisfied the rules will be met, its certificate of incorporation contains a declaration that it is a foundation company.²
• An existing company: its directors and members can apply. If the Registrar is satisfied, it gets a new certificate with the declaration.²

The application comes with a fee, and the declaration is conclusive evidence that the company is a foundation company.²

What the Registry charges

As of October 2026, the Registry's fee schedule, effective 1 January 2025, lists fees in Cayman Islands dollars (CI$). It also shows them in US dollars at a rate of 0.82.^4,6

So a new exempted foundation company limited by guarantee, with no share capital, pays the Registry CI$500 + CI$700 = CI$1,200 to start.^4,5 The Registry lists the CI$500 declaration fee as US$609.76.⁴