Cayman Islands Structure
The Cayman Islands structure places a Cayman exempted holding company above the operating group so its shares — or American Depositary Shares — can list on NASDAQ or the NYSE with tax-neutral treatment, foreign private issuer status, and home-country governance.
List a Cayman Islands holding company on NASDAQ or the NYSE — tax-neutral structuring, foreign private issuer status, and home-country governance for cross-border issuers.
What You Get
- ✓No Cayman corporate, income, capital-gains, or withholding tax
- ✓Foreign private issuer status: Form F-1, 20-F/6-K reporting, IFRS
- ✓Exempted company formed in 1–4 business days, 100% foreign ownership
- ✓Pairs with Reg S and Reg D raises around the listing
Built Into Every Deal
Flat-fee engagement. Directly Listed charges a flat platform fee plus an equity grant at signing — quoted individually for every deal. No percentage-of-raise surprises.
eSignature execution. Subscription agreements and engagement letters are executed through Adobe Acrobat Sign with full audit trails.
Payments. Funds are handled directly from investors to the issuer — by card for amounts under $5,000, or by ACH or wire transfer straight to the issuer's bank account. Directly Listed never holds the funds.
Issuer-exemption model. Directly Listed is a technology platform; offerings are conducted by issuers in reliance on their own exemptions, with compliance workflows — accreditation, investor limits, KYC — built into the software.
Flat Fee Disclosure
Our SEC-licensed attorneys, consultants, and listing advisors are all paid out of the flat fee we charge. There are no separate legal bills—only third-party costs, such as legal opinions, valuation reports, audits, transfer agent and DTC fees, exchange application fees, and any annual exchange fees.
The flat fee is determined by the scope of services provided and your company's stage, along with an equity grant that is likewise set according to your startup's stage and needs. Every deal is quoted individually.
Cayman Islands Structure, in depth
The Cayman Islands holding company is the standard vehicle for non-U.S. businesses listing on the U.S. exchanges: a Cayman exempted company sits above the operating group, and its shares — or American Depositary Shares representing them — trade on NASDAQ or the NYSE. The numbers show how established the route is: roughly 430 Cayman entities were listed on the two exchanges as of late 2024 — about 35% of all listed entities formed outside the United States, the largest share of any single non-U.S. jurisdiction.
The appeal is structural. Cayman levies no corporate, income, capital-gains, or withholding tax on international operations, imposes no exchange controls on moving funds, and will issue a company an undertaking preserving its tax-neutral status for 20 years even if local law later changes. The Companies Act is substantially based on English common law — with final appeal to the Privy Council in London — and gives boards flexibility on dividends, redemptions, share repurchases, and financial assistance. An exempted company has no minimum capital, may issue multiple share classes and fractional shares, permits 100% foreign ownership with no local director requirement, and can hold board meetings anywhere. Formation takes 1–4 business days, and listing on an international exchange adds no additional Cayman obligations.
Because the issuer is incorporated outside the U.S., it typically qualifies as a foreign private issuer: it registers on Form F-1 rather than S-1, reports on Forms 20-F and 6-K rather than the 10-K/10-Q/8-K cycle, may present IFRS without U.S. GAAP reconciliation, is exempt from the U.S. proxy rules and Section 16, and may follow home-country governance in place of most exchange rules. Putting the structure in place usually means incorporating the exempted company and executing a share exchange so it becomes the group parent, conforming the constitutional documents to exchange requirements, and delivering the Cayman legal opinions the SEC, exchange, and depositary require. Directly Listed coordinates Cayman counsel and manages the F-1, the exchange application, and any Reg S or Reg D raise around the listing — one desk, one flat platform fee plus an equity grant.
Related topics: NASDAQ Direct Listing · NYSE Direct Listing · Regulation S · Our Product Line
Cayman Islands Structure — questions & answers
What is the Cayman Islands listing structure?
It is a holding-company structure: a Cayman Islands exempted company is placed at the top of the group, owning the operating businesses wherever they sit, and that Cayman parent is the entity that registers with the SEC and lists on NASDAQ or the NYSE. Investors buy shares of the Cayman company — directly, or as American Depositary Shares that trade in dollars and settle through U.S. systems. The operating business does not re-incorporate or move; only the ownership chain changes. An exempted company is the standard Cayman vehicle for international business: it cannot offer its shares to the public within the Cayman Islands, which points it naturally toward international exchanges. This is the structure behind a large share of the non-U.S. names trading in New York today.
Related topics: NASDAQ Direct Listing · NYSE Direct Listing · Regulation S · Our Product Line
Why do so many issuers choose the Cayman Islands?
Scale tells the story: roughly 430 Cayman entities were listed on NYSE and NASDAQ as of late 2024 — about 35% of all listed entities formed outside the United States — and around 70% of the world's offshore investment funds are domiciled there, alongside a large majority of Hong Kong Main Board companies. The reasons are practical. The jurisdiction is tax-neutral, with no exchange controls restricting fund flows, and permits 100% foreign ownership with no local director requirement and board meetings held anywhere. Its company law is substantially based on English common law with final appeal to the Privy Council in London, so U.S. and international counsel and investors know what they are getting, and the Companies Act is flexible on dividends, redemptions, and repurchases with minimal ongoing filings. There is no public register of shareholders or directors, global banks and institutional investors accept the structure readily, and the litigation environment differs meaningfully from Delaware's.
Related topics: NASDAQ Direct Listing · NYSE Direct Listing · Regulation S · Our Product Line
Does a Cayman company qualify as a foreign private issuer — and what does that get me?
Incorporation outside the U.S. is the threshold requirement, so a Cayman issuer typically qualifies as an FPI unless most of its voting stock is held by U.S. residents and its management, assets, or administration are principally American. The benefits are substantial: registration on Form F-1 with financial statements in IFRS as issued by the IASB (no U.S. GAAP reconciliation); an ongoing regime of Form 20-F annual reports (due four months after year end) and Form 6-K current reports instead of 10-Qs and 8-Ks; exemption from the U.S. proxy rules and from Section 16 insider reporting; and the exchanges' allowance to follow home-country governance practices in place of most listing-rule governance requirements, provided the differences are disclosed — an audit committee meeting SEC Rule 10A-3 is still required. Status is retested annually, so structure and cap table need monitoring.
Related topics: NASDAQ Direct Listing · NYSE Direct Listing · Regulation S · Our Product Line
How do we put the Cayman holding company in place before a listing?
The usual path is a share exchange: the Cayman exempted company is incorporated, and the existing shareholders of the operating company swap their shares for shares of the new Cayman parent, mirroring the old cap table at the top of the new structure. Cayman counsel then conforms the memorandum and articles of association to what the SEC, the exchange, and any depositary bank require — share classes, transfer mechanics, board provisions — and delivers the legal opinions the process demands. Tax analysis in every relevant jurisdiction belongs at the start, not the end, since the exchange itself can have consequences for shareholders in some countries. Done early, the restructuring is routine; done late, it compresses the F-1 calendar. We coordinate the Cayman workstream alongside the audit so neither waits on the other.
Related topics: NASDAQ Direct Listing · NYSE Direct Listing · Regulation S · Our Product Line
What obligations does the Cayman company carry after listing?
On the Cayman side, remarkably few — listing on an international exchange does not impose additional Cayman Islands obligations. The company maintains its registered office and licensed local agent, files an annual return, pays annual government fees, keeps its beneficial-ownership register current under the 2024 amendments, and submits its economic-substance notification; there is no requirement to hold annual general meetings in the territory and no Cayman-imposed interim reporting for a NASDAQ or NYSE issuer. Annual maintenance for a typical holding company runs on the order of $5,000–9,500. The real ongoing regime is the U.S. one: Form 20-F annually, Form 6-K for material announcements, Sarbanes-Oxley certifications and internal-control requirements, Schedule 13D/13G beneficial-ownership filings by holders, and the exchange's continued listing standards. In practice a Cayman FPI carries a lighter combined compliance load than a comparable Delaware issuer.
Related topics: NASDAQ Direct Listing · NYSE Direct Listing · Regulation S · Our Product Line
What taxes does a Cayman Islands company pay?
None at the Cayman level on international operations: no corporate tax, no income tax, no capital-gains tax, and no withholding tax on dividends or interest paid out. A company can also obtain a government undertaking preserving that tax-neutral treatment for 20 years, so a future change in Cayman law cannot reach it during the term. Two clarifications matter. First, tax-neutral is not tax-free for shareholders — U.S. and other investors still pay tax at home on their gains and dividends under their own law, and the group's operating subsidiaries pay tax where they actually do business; the Cayman layer simply adds no second charge at the parent. Second, the jurisdiction runs a transparent regime: automatic exchange of information with tax authorities, an economic-substance law for relevant activities, and an exit from the FATF grey list in October 2023. The structure is about neutrality and predictability, not concealment — a distinction U.S. investors and the exchanges understand well.
Related topics: NASDAQ Direct Listing · NYSE Direct Listing · Regulation S · Our Product Line
How quickly can the company be formed, and what does it take to maintain?
Formation is fast: a Cayman exempted company can be incorporated in 1–4 business days, with same-day express service available. There is no minimum share capital, share classes can be structured freely — including the dual-class arrangements founders often want going into a listing — and 100% foreign ownership is permitted with no local director requirement. The company must maintain a registered office in the islands through a licensed local agent, keep its registers (including the beneficial-ownership register, which is not public), file an annual return, and pay annual government fees; typical all-in maintenance runs about $5,000–9,500 a year depending on authorized capital. Board meetings can be held anywhere, and no annual general meeting need take place in the territory. For a pure holding company above an operating group, the economic-substance requirements are generally light — a point we confirm with Cayman counsel case by case.
Related topics: NASDAQ Direct Listing · NYSE Direct Listing · Regulation S · Our Product Line
Can we raise capital through the Cayman structure?
Yes — the structure is a chassis for the same twelve routes on this page. Before listing, the Cayman parent can run a Regulation S offshore tranche to international investors — often Category 1, with no distribution compliance period, where there is no substantial U.S. market interest — alongside a Reg D placement to U.S. accredited investors. At listing, the F-1 can register a primary raise, or the company can list secondary with no raise at all — the Spotify model, on Form F-1, no underwriters. After listing, an ELOC provides committed standby capital and a PIPE places institutional blocks, and Form F-3 shelf eligibility arrives after twelve months of timely reporting. The Cayman layer changes the forms and the governance regime, not the capital toolkit.
Related topics: NASDAQ Direct Listing · NYSE Direct Listing · Regulation S · Our Product Line
More questions? Browse the complete FAQ — 459+ answers across every structure, the Issuer FAQ, or the Investor FAQ.