Roger Nelson

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So far Roger Nelson has created 9 entries.

An Introduction and Overview of Features of the Cayman Islands Limited Liability Company

Introduction

1. The Cayman Islands Limited Liability Company (LLC) regime came into operation on 13th July 2016 following the 8th July publication of The Limited Liability Companies Law, 2016 (Commencement) Order, 2016. Also on 13th July 2016 regulations were published setting out a schedule of fees and setting out requirements for a translator’s certificate where a foreign language name is adopted.

2. The Limited Liability Companies Law 2016 (the “LLC Law” or “the Law”) which provides for this new kind of Cayman Islands vehicle was enacted on 8th June 2016.

3. An LLC is similar to a Delaware limited liability company. It is a hybrid business vehicle with separate legal personality (like a Cayman Islands exempted company), but with certain features and flexibility akin to a Cayman Islands exempted limited partnership (including, with reference to the nature of a member’s interest in an LLC, the manner in which accounts are maintained and with parties having substantial freedom of contract amongst themselves to determine the LLC’s governance and other internal workings).

4. The LLC Law also allows for existing companies to convert into LLCs, for the merger or consolidation of an LLC with an exempted company or a foreign company and permits transfers by way of continuation into or out of the Cayman Islands.

Formation and Registration

5. The registration of an LLC is effected by the payment to the Register of Limited Liability Companies, maintained by the Registrar of Companies of the registration fee and by the filing with the Registrar of a registration statement signed by or on behalf of the party forming the entity which shall contain:

a) The name of the limited liability company and, if applicable, its dual foreign name together with its translated name;

b) The address […]

By |September 30th, 2016|Blog|0 Comments|

Reduction Of Share Capital Of An Exempted Company Incorporated Under The Laws Of The Cayman Islands

It may from time to time become necessary to reduce the share capital of a company, whether because the original share capital may have been lost through trading or because the company may find it has more resources than it can profitably employ, or for other reasons. On the premise that creditors may rely on the value of a company’s issued share capital as a possible fund from which their claims may be satisfied, it is a general principle of the Companies Law that capital cannot be reduced without the consent of the Court. The Court will be concerned to ensure that the rights of the creditors are not prejudiced by a reduction and that the reduction is fair and equitable as between any different classes of shares in the capital of the company.

An application under Section 15 of the Companies Law confirming a special resolution for reducing the share capital of a company must be made by petition. Such a petition may be served out of the jurisdiction of the Cayman Islands upon any shareholder, director or creditor of the company concerned, without leave of the Court.  Upon the issue of the petition, the petitioner must at the same time take out a summons for directions, and both must simultaneously be served on the company.  On hearing of the summons for directions, the Court may by order give such directions as to the proceedings to be taken before the hearing of the petition as it thinks fit, including in particular directions for the publication of notices and the making of any inquiry.

These may include directions:

a) for an inquiry to be made as to the debts of, and claims against the company or as […]

By |July 19th, 2016|Blog|0 Comments|

Are There Any Taxes Payable On Real Estate Transactions In The Cayman Islands?

Written by Stephen Porter

A question frequently asked by prospective purchasers of Cayman Islands real estate is what taxes are payable on such purchases.  While there are no direct individual or corporation taxes payable on the sale of real estate in the Cayman Islands, a one-time stamp duty payment (similar to transfer tax in other jurisdictions) is payable on the transfer, lease or charge of real estate in the Cayman Islands.

Purchasing Property

The rate of ad valorem duty payable on a transfer of real estate varies from zero per cent to seven and a half per cent depending on the location of the real estate and whether or not the buyer is Caymanian or non-Caymanian.  The rate of duty payable is seven and a half per cent across the whole of the Cayman Islands, including Little Cayman and Cayman Brac unless the purchaser is Caymanian and a first time buyer where concessions in some areas may be available subject to certain qualifying criteria being met.

The rate is zero where the purchaser is a first time Caymanian buyer and is purchasing raw land up to CI$100,000.00 (US$119,047.66) in value (providing an owner occupied house is to be constructed on the land) and where the purchaser is a first time Caymanian buyer and is purchasing a house, apartment or other dwelling up to CI$300,000.00 (US$357,143.00) in value, for owner occupation.

The rate is two per cent where the purchaser is a first time Caymanian buyer and is purchasing raw land above CI$100,000.00 (US$119,047.66) but not exceeding CI$150,000.00 (US$178,571.49) in value (providing an owner occupied house is to be constructed on the land) and where the purchaser is a first time Caymanian buyer and is purchasing a house, apartment or other […]

By |November 29th, 2015|Blog|0 Comments|

Restraint Orders under the Proceeds of Crime Law (2014 Revision)

Written by Nick Dixey and Colm Flanagan

Case Note –  Brian De Wit et al, [POCL 8 of 2014], unreported 8 June 2015

Civil freezing orders, or Mareva Injunctions, are the subject of frequent commentary by the legal profession in the Cayman Islands, together with the extension within the Islands of what has become known as the “Chabra Jurisdiction” in respect of civil injunctive relief against third parties to prevent the dissipation of assets.

What is less frequently considered are the statutory powers available to the court to freeze assets pursuant to the Proceeds of Crime Law, 2014 (“POCL”) upon application by the Director of Public Prosecutions. Section 45 of POCL empowers the court to make a Restraint Order in support of a criminal investigation or proceedings to preserve assets which may become the subject of a confiscation order. In the same way, section 82 of POCL allows the court to make a Property Freezing Order in support of civil recovery proceedings.

In respect of Restraint Orders, a recent decision on 8 June 2015 by Williams J in Brian De Wit et al, [POCL 8 of 2014], as yet unreported, has set out the duties of the enforcement agencies and the prosecuting authority in making applications for Restraint Orders, and provided guidance on the procedure generally in respect of subsequent extension, variation or discharge applications.

The Law

The jurisdiction to make a Restraint Order pursuant to POCL is conferred by sections 44 and 45. Applications for a Restraint Order pursuant to POCL in the Cayman Island are made pursuant to section 44 on the basis that a criminal investigation or criminal proceedings have commenced in the Islands with regard to an offence and there is reasonable cause to believe that […]

By |November 29th, 2015|Blog|0 Comments|

A Guide to the Effect of a Winding-Up Order on Existing Litigation

Written by Nick Dixey and Colm Flanagan

Automatic Stay

In the Cayman Islands, the winding-up of a company is governed by the Companies Law (“2013 Revision”) (“the Law”) and the Companies Winding Up Rules 2008 (as amended) (“the Rules’).

On the making of a winding‐up order, an automatic stay is imposed, pursuant to Section 97 of the Law, prohibiting any suit, action or other proceeding from being proceeded with or commenced against the company without the leave of the Grand Court.

Additionally, when a winding up order has been made, any attachment, distress or execution put in force against the estate or effects of the company after the commencement of the winding up is void.

The Company as Plaintiff

Where the company is the plaintiff in an action commenced prior to the winding-up, (and there is no counter-claim made by the Defendant), there is no automatic stay, the liquidator of the company may choose either to continue the action, or to discontinue.  In such circumstances, the liquidator will often take advice as to whether proceedings commenced prior to the beginning of the winding-up are likely to be successful.  Typically, the decision of the liquidator is influenced by the state of the company’s assets and available funds, as well as the prospects of success in the action.

If, after taking advice, the liquidator is still unsure how to proceed he may seek the sanction of the Court as to a particular course.   The exercise of the liquidator’s powers is subject generally to the control of the Cayman Islands’ Grand Court.

Part I of Schedule 3 to the Law sets out those powers which the liquidator may not exercise without the specific sanction of the Court which include, amongst other things:

power to bring […]

By |November 29th, 2015|Blog|0 Comments|

Setting Aside Mistakes by Trustees

Written by Steven Barrie

When a trustee makes a mistake in the post Pitt and Futter world

In the past there were three remedies available to trustees when they made a mistake. These were: (i) rectification; (ii) equitable relief for mistaken voluntary transactions; and (iii) relief from decisions which were not a breach of trust under the Hastings-Bass rule.

These were often used together, with claims under the Hastings-Bass rule being run as an alternative to rectification and relief from mistakes as an alternative to Hastings-Bass. This note however focuses on the latter two remedies.

The rule in Hastings-Bass was often used by trustees as a way of undoing transactions where unanticipated tax consequences became apparent. The rule in Hastings-Bass provided that where trustees exercised a discretion and the effect of this exercise differed from their intention, either because they failed to take into account relevant considerations or because they took into account irrelevant considerations, then provided it could be shown that the trustees would not have acted in the way they did had they only taken into account relevant considerations then the court would intervene to set aside the transaction. This meant that where trustees had not considered the tax consequences of the transaction, or had received inaccurate tax advice or implemented the advice erroneously, the transaction would be set aside.

This was viewed by some as a soft option upon which trustees  could rely when they had made a mistake. It was not necessary to show a breach of trust and where the trustee had exercised discretion based upon  a mistake as to a material consideration, the exercise of the discretion was considered a nullity in equity.

This was felt to be affording trustees an unfair advantage since the […]

By |November 29th, 2015|Blog|0 Comments|

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By |September 26th, 2014|Uncategorized|0 Comments|

Mobile App Coming Soon

After bringing our website the latest technology, we will be going live with our new mobile app.

Increasingly our time is spent tapping away on our smart phones. We use them for all sorts of tasks.

Latest statistics show that we use apps 86% of the time when browsing on our smart phones. So we were keen for appfactory to advise us as we could see that apps are easier to use than a website.

Nelson & Co also wanted to be the first Cayman Islands legal firm to embrace the smart phone revolution.  Our web company, AppFactory Ltd (www.appfactory.bg), with their experience of delivering over fifty five apps, guided us to develop a mobile app for Android and iOS smart phone users.

The app will have all the features of our new website. All the latest news and info that we put on our website will be on the app.

UPDATE: Nelson and Co app now launched in iTunes; click here to download.

 

By |June 13th, 2014|Blog|0 Comments|

New Website To Celebrate 20 Years

Welcome to our new website. How time flies! This year we celebrate twenty years for Nelson and co and, to celebrate, we have a brand new site to reflect the new capabilities in technology.

In this time we have moved to larger offices and expanded the scope of both our work and clients.

Contact us in 2014 to see how we may help you.

 

Roger Nelson

 

 

By |June 3rd, 2014|Blog|0 Comments|