What must a Cayman foundation company file and keep up to date?

Every January: the annual return and fee

These rules are for exempted companies. A foundation company whose objects are mainly outside Cayman may be formed as one.^6,7

In January of each year after it is registered, an exempted company files a return with the Registrar. In it, the company declares, among other things, that its operations have been mainly outside Cayman.¹ It pays its annual fee with the return.⁸

The annual fee depends on the company's registered capital. The Companies Act (2026 Revision) sets it, and the Registry lists its fees in Cayman Islands dollars (CI$).^8,9 A Cabinet order made in October 2026 raises each band by CI$100 from 1 January 2027.¹⁰

If the return or fee is late, the Act adds a penalty based on when it is finally paid.¹

The Act sets no penalty for paying in February or March. The first penalty band starts on 1 April.¹

A company that fails to comply is treated as a defunct company, and Part 6 of the Companies Act deals with removing defunct companies from the register. The Registrar must first give it one month's notice to put things right.¹¹

Economic substance

The Economic Substance Act says every company formed under the Companies Act must tell the Tax Information Authority each year whether it carries on a "relevant activity", and if so, whether it is a "relevant entity".² Conyers, a law firm, says the Economic Substance Act applies to Cayman foundation companies.¹²

The notification is called an ESN. A June 2024 guide from Cayman's Department for International Tax Cooperation says it must be filed before the annual return, and has the same deadline: no later than 31 March each year.¹³

The list of relevant activities includes holding company business, insurance business and intellectual property business.² A relevant entity that carries on one of them must pass the economic substance test. In short, it must carry out the core income-generating work for that activity, be directed and managed in Cayman, and have enough spending, premises and staff there.¹⁴ It must also file a report within 12 months after the end of its financial year.^2,13

Whether a foundation company carries on a relevant activity depends on what it actually does.²

Beneficial ownership

Cayman's Beneficial Ownership Transparency Act applies to foundation companies.^15,4 Under it, a beneficial owner is an individual who meets any of these conditions.⁴

• Owns or controls, directly or indirectly, 25% or more of the shares, voting rights or partnership interests.⁴
• Otherwise has ultimate effective control over the management.⁴
• Is identified as controlling the company by other means.⁴

Where there is no registrable beneficial owner, the Act says a senior managing official, such as a director or chief executive, is named as the contact person.⁴

Conyers says the company's corporate services provider keeps the beneficial ownership register, and the details are uploaded to the General Registry's online system.¹²

Registers and changes

The Act states its fines and penalties in dollars. The Registry lists the Act's ten-dollar late-filing penalty as CI$10, so this module shows the Act's amounts in Cayman Islands dollars (CI$).^16,17

• Register of supervisors. It is kept at the registered office and lists the supervisors' names and addresses. After a change of supervisor, the company has 60 days to update it.³
• Fines for a stale register. If it isn't kept, the company and every director or manager who knowingly allowed it face a fine of up to CI$500 for each day the breach continues.³
• Memorandum changes. A copy must reach the Registrar within 15 days. After that, there is a late filing penalty of CI$10 for each extra day.¹⁶
• Change of secretary. The old secretary stays in office until a new qualified person is appointed and the Registrar is notified, with a fee.¹⁸

As of October 2026, the Registry lists a CI$75 fee for filing a change to the memorandum and CI$75 for a change of secretary. It shows the late penalty for the memorandum as CI$10 a day, up to a maximum of CI$500. The Act itself sets no maximum.^17,16

Anti-money laundering

A foundation company must make sure that it, its directors, officers and interested persons give the secretary the information the secretary reasonably needs under Cayman's Proceeds of Crime Act, Terrorism Act and Anti-Money Laundering Regulations.⁵ Breaking this rule is an offence. The penalty is a fine of up to CI$15,000, up to five years in prison, or both.⁵ The secretary must keep a full record of the checks behind each notice of no objection.⁵

Accounts

Conyers says neither the Act nor the Companies Act requires a foundation company to file or audit its accounts.¹² The model articles still require the directors to keep proper books of account.¹⁹