Foundations Companies Act (2025 Revision)
Summary
Legislation providing for the creation of Foundation Companies, a unique corporate vehicle that functions similarly to a trust or civil law foundation while maintaining separate legal personality.
Sources
Foundations_Companies_Act_(2025_Revision).pdf
Last Updated
2026-04-27
Overview
A Foundation Company is a company limited by shares or by guarantee that is declared by the Registrar to be a foundation company. It is a body corporate with separate legal personality and can be structured without members (source: Foundations_Companies_Act_(2025_Revision).pdf, Sections 4, 5).
Key Requirements
To be a foundation company, an entity must:
- Be limited by shares or by guarantee, with or without share capital (source: Foundations_Companies_Act_(2025_Revision).pdf, Section 4).
- Have a memorandum that states it is a foundation company and describes its objects (source: Foundations_Companies_Act_(2025_Revision).pdf, Section 4).
- Adopt articles of association (source: Foundations_Companies_Act_(2025_Revision).pdf, Section 4).
- Have a qualified person (licensed corporate service provider) as its secretary (source: Foundations_Companies_Act_(2025_Revision).pdf, Section 4).
Governance and Management
- Constitution: Consists of the memorandum and articles of association. It can provide for the appointment of directors, supervisors, and founders (source: Foundations_Companies_Act_(2025_Revision).pdf, Sections 2, 7).
- Directors: Duties under the constitution are owed to the foundation company only (source: Foundations_Companies_Act_(2025_Revision).pdf, Section 7(4)).
- Supervisors: Persons (other than members) who have an unconditional right to attend and vote at general meetings (source: Foundations_Companies_Act_(2025_Revision).pdf, Section 2).
- Founder: A person named in the articles as a founder, often granted specific powers to appoint directors or alter the constitution (source: Foundations_Companies_Act_(2025_Revision).pdf, Schedule 2).
- Beneficiaries: Persons who may benefit from the foundation company carrying out its objects. They have no inherent powers relating to the company's management (source: Foundations_Companies_Act_(2025_Revision).pdf, Section 2, 7(4)).
Administrative Rules
- Secretary: The secretary's business address in the Islands must be the company's registered office (source: Foundations_Companies_Act_(2025_Revision).pdf, Section 13).
- Register of Supervisors: The company must maintain a register of its supervisors at its registered office (source: Foundations_Companies_Act_(2025_Revision).pdf, Section 14).
- Distributions: Dividends or other distributions of profits or assets to members are generally prohibited (source: Foundations_Companies_Act_(2025_Revision).pdf, Section 4).
Regulatory Compliance
- CIMA and AML: Foundation companies must comply with the proceeds-of-crime-act-2024, anti-money-laundering-regulations-2025, and other regulatory laws. The secretary may be required to provide information to cima or other authorities (source: Foundations_Companies_Act_(2025_Revision).pdf, Section 17).
- Transparency: The beneficial-ownership-transparency-act-2023 applies to foundation companies (source: Foundations_Companies_Act_(2025_Revision).pdf, Section 3).