s.2Definitions and interpretation
2
Section 2Part 1 — Preliminary

Definitions and interpretation

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In this Act —
"Board" means the board established by section 4 of the Trade and Business Licensing Act (2021 Revision);
"Caymanian" means a person who has Caymanian status within the meaning assigned to that expression by section 2 of the Immigration (Transition) Act (2022 Revision);
"company" means a company incorporated in the Islands by virtue of the Companies Act (2025 Revision) and also a foreign company registered under that Act;
"controlled strata title corporation" is a strata title corporation as defined in the Strata Titles Registration Act (2013 Revision), the control of which corporation is held by a person or persons not being residential holders of its strata lots;
"exempted company" has the meaning assigned to that expression by the Companies Act (2025 Revision);
"licence" means a licence to carry on business in the Islands issued by the Board under section 11, and cognate expressions shall be construed accordingly;
"local company" means a company as defined in section 2 of the Companies Act (2025 Revision) and includes a foreign company registered under that Act and a controlled strata title corporation but does not include an exempted company or a non-resident company;
"non-resident company" means a company in respect of which a currently valid certificate designating it as such has, or is deemed to have, been issued under subsection (3);
"residential holder of a strata lot" is a proprietor of a strata lot whose sole interest therein is the right of personal residence therein or personal occupation thereof and matters collateral thereto; and
"shares" means shares of every description and includes stock.
The expression "carry on business in the Islands" in relation to a company, includes carrying on business of any kind or type whatsoever by that company, either alone or in partnership or otherwise, except —
carrying on, from a principal place of business in the Islands, business exterior to the Islands;
doing business in the Islands with any person, firm or corporation in furtherance only of the business of that company carried on exterior to the Islands;
buying or selling or otherwise dealing in shares, bonds, debenture stock, obligations, mortgages or other securities, issued or created by any exempted company, a foreign partnership or a resident corporation incorporated abroad;
transacting banking business in the Islands with and through a licensed bank;
effecting or concluding contracts in the Islands and exercising in the Islands all other powers, so far as may be necessary for the carrying on of the business of that company exterior to the Islands;
the business of an exempted company with another exempted company, a foreign partnership or a resident corporation incorporated abroad where the carrying on of business, in each case, is in furtherance only of business carried on exterior to the Islands;
the administration of mutual funds by a person licensed as a mutual fund administrator under the Mutual Funds Act (2025 Revision); or
business carried on by a mutual fund, as defined by the Mutual Funds Act (2025 Revision), in the course of the acquisition, holding, management or disposal of investments.
If the Financial Secretary is of the opinion that a company is not a company which does, or intends to, carry on business within the Islands the Financial Secretary may, on application by or on behalf of such company, issue a certificate designating it to be a non-resident company. Such a certificate shall be prima facie proof of the fact that the company to which it relates is not a company which carries on business in the Islands. The Financial Secretary may, at any time, cancel a certificate issued under this subsection. Any person aggrieved by any decision given by the Financial Secretary under this subsection may, within seven days of the communication of the decision to that person, appeal therefrom to the Cabinet whose decision shall be final and binding upon the applicant and shall not be subject to appeal to, or called in question by, any court.
A declaration under section 3(3) of the repealed Exchange Control Law (Revised), designating a company a non-resident company and in force immediately prior to the twentieth day of May, 1980 shall have effect as if it were a certificate under subsection (3).
For the purposes of this Act, a company shall be deemed to be a wholly owned subsidiary of another company if the latter company enjoys the beneficial interest in all the shares of the former company through beneficial ownership or as beneficiary under a trust, express or implied, or through a nominee shareholder, to the exclusion of any other person, and control in the former company cannot, by means of any arrangement, artifice or device, be exercised either directly or indirectly by persons who are not Caymanians.

Defined Terms

BoardCaymaniancompanycontrolled strata title corporationexempted companylicencelocal companynon-resident companyresidential holder of a strata lotshares

Cross References