Limited Liability Companies Act (2025 Revision)

Summary

This document is the official 2025 Revision of the Limited Liability Companies Act, the primary statute governing the formation, operation, and dissolution of Cayman Islands limited liability companies (LLCs). It consolidates the original 2016 Law together with all subsequent amending Laws and Acts up to Act 15 of 2024, and is revised as at 1 January 2025 under the authority of the Law Revision Act (2020 Revision). As a consolidation, it restates the existing law rather than introducing a wholly new regime, but it incorporates the substantive changes made by the Limited Liability Companies (Amendment and Validation) Act, 2024, which took effect on 1 January 2025 and validated certain fees charged by the Registrar.

• Applies to: Cayman Islands limited liability companies (LLCs), their members and managers, registered office providers, and foreign entities seeking to merge, consolidate, continue, or convert into/from an LLC structure.

• Formation and registration: Formation and registration with the Registrar of Limited Liability Companies.
• Membership: Membership admission and transfer.
• LLC agreement: The LLC agreement itself.
• Management: Management structures and manager duties.
• Financial matters: Contributions, allocations and distributions.
• Winding up: Winding up, both voluntary and by the Court.
• Restructuring: Mergers, consolidations, continuations, and conversions involving foreign entities and exempted companies.
• Miscellaneous obligations: Annual returns, tax undertakings, registers of members and managers, and accounting records.

Because this is a consolidated revision, most of its content restates long-standing statutory obligations (e.g., maintaining a registered office, filing statements with the Registrar, keeping registers and records, filing annual returns, and tax undertakings) rather than creating new duties. Practitioners should treat it as the current authoritative text of the LLC Act for compliance purposes, while noting that the underlying obligations derive from the various sections listed (Parts 1-12) rather than from this revision exercise itself.

Key obligations

• LLCs must maintain a registered office in the Cayman Islands (section 7) and notify the Registrar of any amendment to their registration statement (section 8).
• LLCs must file annual returns with the Registrar (section 57).
• LLCs may be required to provide a tax undertaking (section 58).
• LLCs must maintain a register of members (section 61) and a register of managers (section 62), with managers' particulars made available for inspection via the Registrar (section 34A).
• LLCs must keep proper accounts and records (section 63).
• Filings with the Registrar may be made by electronic means where permitted (section 59).
• Parties undertaking mergers, consolidations, continuations, or conversions involving foreign entities or exempted companies must comply with the procedural and dissenter-rights requirements set out in Part 10 (sections 45-56).

Applies to

limited liability companies, members of a limited liability company, managers of a limited liability company, foreign entities, exempted companies, registered office providers

Deadlines

• 1 January 2025: Commencement date of the Limited Liability Companies (Amendment and Validation) Act, 2024, incorporated into this 2025 Revision, and the date as at which the revision is stated to be current.

Related documents

• This document replaces Limited Liability Companies (Amendment and Validation) Act, 2024 (Act 15 of 2024)
• Limited Liability Companies (Amendment and Validation) Act, 2024 (Act 15 of 2024) amends this document
• Limited Liability Companies (Fees) Regulations (2025 Revision) is made under this document