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Already well known for its innovative approach to wealth planning, the Cayman Islands (“Cayman”) has taken another welcome step to expand its structuring options by introducing foundations into its comprehensive suite of succession and transaction planning vehicles. The Foundation Companies Bill, 2016 (referred to below as “the Law”) was passed by the Legislative Assembly on Monday, 27 March 2017, and is expected to come into force later in 2017. A foundation company may be established as a new form of Cayman company and will share many of its features with regular exempted Cayman companies, save that it will be prohibited from paying dividends to its members. It is anticipated that it will fit seamlessly into Cayman’s legal regime, and offer up an attractive and flexible structuring tool for private clients with offshore interests, regardless of whether they are located in civil law countries or common law jurisdictions. It is also expected to be useful to commercial lawyers in securitization transactions, as an alternative to the traditional special purpose vehicle under a purpose trust.
Upon commencement, the Law will allow for the creation of a new form of company, incorporated in the same way as a standard Cayman exempted company, which will be known as a “foundation company” (referred to below simply as a “Cayman Foundation”). Importantly, the Law is not a new stand-alone statute: effectively, it operates as an addition to the Companies Law (2016 Revision), which will apply to all Cayman Foundations with necessary modifications. This means that the structure of a Cayman Foundation will be a familiar one, and all jurisprudence on Cayman companies will, to the extent it is relevant, apply to a Cayman Foundation.
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A New Foundations Law for the Cayman Islands