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Pensum Ltd.
Cayman Business Park A7
P.O. Box 10024 APO, KY1-1001
Grand Cayman, Cayman Islands
Cayman Islands: +1 345 945 1830
Fax: +1 345 945 1835
Email: Marine@Pensum.Pro
Time Zone: GMT - 5
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Incorporation Questionnaire and Agreement Cayman Islands Company

* Denotes Required Inputs
Please read the explanatory notes at the end of this form and complete all fields.

SHAREHOLDERS: (choose option)*
DIRECTOR(S): (names are publicly available)
Add
SECRETARY:
OTHER OFFICERS:
SOURCE OF FUNDS:
ULTIMATE BENEFICIAL OWNER(S): please use a separate page if necessary
Add
ANY THIRD PARTIES AUTHORISED ON B/O THE BENEFICIAL OWNER(S) TO DISCUSS AND AGREE THE CORPORATE STRUCTURE OF THE COMPANY?:
WILL THERE BE ANY ONGOING POINT OF CONTACT FOR THE COMPANY’S BUSINESS OTHER THAN THE DIRECTOR(S)?:
A signed questionnaire will constitute agreement and confirmation by the ultimate beneficial owner(s):
  1. to proceed with a company incorporation in accordance with the above terms,
  2. to be entered on a register of beneficial ownership, a copy of which is held by the Cayman Islands authorities and made available to UK authorities should they receive a lawful request in regard to financial crime, money laundering, tax & regulatory matters,
  3. to accept the Fees – Terms, a copy of which is either attached or will be made available to you on demand,
  4. to accept occasional correspondence related to Pensum’s operation or provision of services,
  5. to accept any inherent obligations set out in the Explanatory Notes below.

Pensum and associated companies [the "Firm"], includes Arcadia Group Ltd. which has been licenced by the Cayman Islands Monetary Authority [CIMA] since 1997 to form and administer companies under its Companies Management Licence. CIMA’s contact details are posted at www.CIMA.ky.

The Firm’s accounts will be processed and billed by Pensum Ltd. If you have any suggestions, compliments or complaints in respect of our services, please write or call to discuss and, in the case of any negative feedback, we shall, wherever possible, endeavour to deal with the matter within two days, in accordance with our procedures.

We need to receive payment for incorporation and first year basic fees prior to the incorporation of a company. Initial payment should be by wire transfer or credit card only.

SIGNATURES OF ULTIMATE BENEFICIAL OWNER(S):

EXPLANATORY NOTES

NAME OF COMPANY: No two companies on the Cayman register can have the same name. Therefore you should supply three proposed company names in order of priority.

TYPE OF COMPANY: We typically incorporate Ordinary or Exempted companies both of which are similar in most respects to companies and corporations formed elsewhere with shareholder liability usually limited and management by directors. There are other company options available on request including Non-Resident, Foundation, LLC or Limited Duration companies. Our company Arcadia Group Ltd is licenced and regulated in the Cayman Islands to provide company management services and will act as the registered office.

Ordinary companies can be used if they own a Cayman registered asset, eg. Cayman Islands flagged vessel. This would not allow you to change flag at a later date. They must have the word Limited or Ltd at the end of their name and the names of shareholders are open to public inspection. A vessel owned in an ordinary company being registered with a mortgage may be subject to Cayman stamp duty if the vessel is brought into Cayman Islands waters. Should a mortgagee require a legal opinion in conjunction with any financing, or if the shares of the company are required to be pledged, this may create difficulties.

The Exempted company is the most commonly used type of company and can provide a 20 year exemption from [potential future] Cayman Islands taxes if the exemption is obtained, for an additional cost of US$2,100. It is not restricted to registering a Cayman asset and shareholder names are not open to public inspection.

BUSINESS ACTIVITIES OF THE COMPANY: Certain business activities are required to satisfy an economic substance test in order to be registered in the Cayman Islands. Ownership and operation of a pleasure yacht whether in private or commercial use is outside the scope of the substance law but if considering any other activity for the company, please detail in full so we can advise further.

AUTHORISED SHARE CAPITAL/ ISSUED SHARE CAPITAL: Authorised share capital represents the maximum number of shares a company may issue without changing its Memorandum of Association. For all companies, US$50,000 is the maximum authorised share capital for the minimum government fee. The number of shares issued can be any portion of the authorised share capital. Companies used solely to own marine pleasure vessels often limit the authorised share capital to 1000-2000 shares of US$1 each and issue all the shares. Issued share capital can be used to pay company formation costs.

SHAREHOLDERS: Arcadia Nominees Ltd acts as subscriber to the memorandum of association for the purpose of forming the company. It will immediately transfer its share to the named shareholder. Shares can be held in the name of the owner either solely or as joint tenants/tenants in common, by a corporate shareholder, trustee of a trust or by our nominee company, Arcadia Nominees Ltd. If the latter, we will be considered the legal owner of the shares and will issue a nominee agreement giving the beneficial owner access to their shares on demand. We do not take any shareholder action without the approval of the beneficial owner. If the company is obtaining financing, the lender may insist on the shares being held in the owner's direct name.

DIRECTORS: have responsibility for the management of the company including the legal requirement to maintain books of account and make them available immediately on request. Whilst we can consider acting as director, this is expensive because of our policy to maintain control over the company's assets, to require a formal liquidation upon closing and because of the insurance we are required by law to carry. Typically the owner(s) of the company will act as director or someone well known to them. Please note Florida residents, if owning a yacht, should not where possible, act as director but appoint someone outside of the state. If this is not an option, we would recommend you do not act both as director and secretary. From August 2019, director names are publicly available from the Registrar of Companies for a small fee.

SECRETARY: The company secretary usually takes responsibility for the corporate records, including the Registers of Members, Directors, Officers and Mortgages and Charges a copy of the latter also to be held at the registered office in accordance with Cayman law. Drafting of minutes, resolutions, maintaining the minute book in proper order & arranging a radio station licence are usual secretarial functions. Upon a yacht purchase, registration and sale, the secretary may be required to produce corporate documents at short notice. We can act as Secretary to the Company through our associated company, Arcadia Secretaries Ltd. or you or your appointee(s) can be appointed. If we do not act, we can still draft resolutions and attend to the statutory requirements, provide general advice on company procedures and arrange documents at our hourly rates. Unless you specifically advise to the contrary, we will draft the appropriate resolutions for yacht purchases and mortgage registration.

OTHER OFFICERS: There is no requirement for officers, eg. President or Treasurer, although these appointments can be made if required.

SOURCE OF FUNDS: Please indicate the name of your bank from where the companys assets will be funded, the value of the proposed assets to be held in the company and the type of transaction that gave rise to the funds becoming available. If financing is being arranged, please provide the name of the lending institution.

ULTIMATE BENEFICIAL OWNERS: We are required by law to undertake due diligence for the ultimate beneficial owner(s), shareholders and directors of Cayman Islands companies and any corporate entities in the proposed structure. See our due diligence sheet for details. FATCA and the Common Reporting Standard legislation requires us to have on file the tax residency of owners.

The company is required to maintain an up-to-date Register of Beneficial Ownership for all persons beneficially holding 25% or more of the shares either directly or indirectly. The register is held at the registered office. A copy is filed with the Cayman Islands authorities who can make the register available to UK authorities should they receive a lawful request in regard to financial crime, money laundering, tax and regulatory matters. The register is not open to the public. Note there are significant fines if the register is not maintained with accurate information.

MAILING ADDRESS: Address for forwarding of mail received at the registered office such as official notices, invoices and insurance correspondence.

EMAIL ADDRESS: Email is our usual communication method to advise yachting news & updates, show invitations, invoices, general correspondence.

ANY THIRD PARTY CONTACT ON B/O BENEFICIAL OWNERS: If the owners of the company wish to use a third party such as a lawyer, accountant, secretary etc. through whom communications regarding the structure of the company are made, please indicate their name and contact details.

POINT OF CONTACT: The management of the day-to-day business of the company is the responsibility of the director(s). Should they wish to appoint any third party point of contact, please indicate.