Limited Liability Companies Act (2025 Revision)

Summary

The primary legislation governing the formation, operation, and winding up of Limited Liability Companies (LLCs) in the Cayman Islands, providing a hybrid structure with corporate personality and partnership-style flexibility.

Sources

[[Limited_Liability_Companies_Act_(2025_Revision).pdf]]

Last Updated

2026-04-27

Overview

The Act enables the formation of Limited Liability Companies (LLCs), which are bodies corporate with separate legal personality and perpetual succession, but with internal governance and liability structures similar to a partnership (source: Limited_Liability_Companies_Act_(2025_Revision).pdf, Sections 5, 9).

Formation and Registration

Formation: One or more persons may form an LLC for any lawful business or activity (source: Limited_Liability_Companies_Act_(2025_Revision).pdf, Section 5).
Registration Statement: Requires filing a signed registration statement with the Registrar, including the LLC's name, registered office, nature of business, and initial members (source: Limited_Liability_Companies_Act_(2025_Revision).pdf, Section 5).
LLC Agreement: Members must enter into an LLC agreement to regulate the business and affairs of the company. This agreement does not need to be filed with the Registrar (source: Limited_Liability_Companies_Act_(2025_Revision).pdf, Section 16).
Name Convention: The name must include "Limited Liability Company" or the abbreviation "L.L.C." or "LLC" (source: Limited_Liability_Companies_Act_(2025_Revision).pdf, Section 6).

Membership and Management

Members: Liability of members is generally limited to their agreed contributions (source: Limited_Liability_Companies_Act_(2025_Revision).pdf, Section 21).
Management: Management is vested in members or designated managers, as specified in the LLC agreement (source: Limited_Liability_Companies_Act_(2025_Revision).pdf, Section 26).
Registers: LLCs must maintain a Register of Members and a Register of Managers at their registered office (source: Limited_Liability_Companies_Act_(2025_Revision).pdf, Sections 61, 62).
Classes and Series: An LLC agreement may provide for different classes of members or "series" of LLC interests with separate rights, powers, or duties (source: Limited_Liability_Companies_Act_(2025_Revision).pdf, Section 19).

Conversions and Mergers

Conversion: An exempted company may convert to an LLC by passing a special resolution and filing a certificate of reregistration (source: Limited_Liability_Companies_Act_(2025_Revision).pdf, Section 56).
Mergers: LLCs may merge or consolidate with other LLCs, exempted companies, or foreign entities (source: Limited_Liability_Companies_Act_(2025_Revision).pdf, Sections 46, 50, 51).

Winding Up and Dissolution

Types: LLCs may be wound up voluntarily, compulsorily by the Court, or under Court supervision (source: Limited_Liability_Companies_Act_(2025_Revision).pdf, Section 35).
Priority of Distributions: Assets are applied first to creditors (pari passu), then to members entitled to distributions, and finally to members according to their LLC interests (source: Limited_Liability_Companies_Act_(2025_Revision).pdf, Section 38).

Regulatory Compliance