开曼属地的新公司形态——Cayman LLC

　　目前，在开曼群岛属地有一种新兴公司形态开始开放注册。新兴公司的全称是”Cayman Islands Limited Liability Company”，简称Cayman LLC，即开曼群岛有限责任公司。LLC作为一种混合商业工具，同时具有豁免公司和豁免有限合伙制企业的特点。作为一种实体，LLC与美国特拉华州的有限责任公司的性质类似。LLC可作为投资结构，也可作为一般企业，或者用于其他商业用途。今天，北京港骏为大家选取了一些LLC公司的注册和维护程序中的注意要点进行介绍。

　　A LLC is a body corporate with separatelegal personality. Debts, obligations and liabilities of a LLC shall be solelythe debts, obligations and liabilities of the LLC, and no member or managershall be obligated personally.

　　According to the Law, a LLC shall bemaintained in good standing under the following rules (please refer to the Lawand the Operating Agreement of the particular LLC for details):

　　1.      Registered Office (“RO”)

　　A LLC must have an RO in the CaymanIslands.

　　2.      Statutory Records

　　Certificate of Registration showing thename of LLC. The name of LLC may, but need not, contain as a suffix the words“Limited Liability Company” or the abbreviation “L.L.C.” or “LLC”. Dual foreignname and translated name are accepted.

　　LLCAgreement or Operating Agreement

　　The LLC Agreement is an internal documentconstituting the governing rules and regulates the business and affairs of theLLC. Such agreement is not filed in any public registry and is not open topublic inspection.

　　RegistrationStatement

　　The Registration Statement includes thename of the LLC, RO and the term of the LLC. Pursuant to section 5(2) of theLaw, the Registration Statement shall be filed with the Registrar for incorporationof LLC.

　　Registerof Members (“ROM”)

　　A LLC shall maintain at the RO, a ROM whichshall contain:

　　the name and address of each person who is a member of the LLC; the dateon which such person became a member;

　　the date on which such person ceased to be a member; and such registershall be updated within 21 days of any change in the particulars therein.

　　Registerof Managers (“ROMA”)

　　Members may appoint managers in the LLC.

　　If a LLC has managers appointed, the LLCshall maintain a ROMA which content shall be similar to Register of Directorsand Officers of an exempted Company.

　　The ROMA shall be filed with the Registrywithin 60 days of incorporation of the LLC; and within 60 days of any change inthe particulars therein.

　　Registerof Security Interests (“ROSI”)

　　A LLC shall maintain or cause to bemaintained the ROSI at the RO.

　　Any security interest over the whole or anypart of a LLC interest shall have priority according to the time that thewritten notice is validly served at the RO of the LLC according to the Law.

　　The ROSI is open to inspection by the LLC’screditor or members.

　　Such register shall be updated within 21days of any change in the particulars therein.

　　Registerof Mortgages and Charges (“ROC”)

　　A LLC shall maintain or cause to bemaintained the ROC at the RO. The ROC shall be in a similar manner to anexempted company.

　　The ROC is open to inspection by the LLC’screditor or members.

　　4.      Change on Statement

　　A LLC shall notify the Registrar on anychanges to the matter specified in the Registration Statement within 30 days ofthat change by filing a certificate of amendment to the Registration Statement.

　　5.      Accounting Records

　　Every LLC shall keep or cause to be keptproper books and records of account.

　　Every LLC shall maintain or cause to bemaintained a record of the amount and date of the contribution of each memberas well as any payment representing a

　　distribution of any member.