Kate Hodson 凯特 ·赫臣
Partner and Head of ESG (Legal) 合伙人 | Legal
Hong Kong
Partner and Head of ESG (Legal) 合伙人
Hong Kong
Big things are happening at Ogier. Change is embedded in everything we do. It is redefining our talent, our ways of working, our platforms of delivery, our culture.
Services
We have the expertise to handle the most demanding transactions. Our commercial understanding and experience of working with leading financial institutions, professional advisers and regulatory bodies means we add real value to clients’ businesses.
Sectors
Our sector approach relies on smart collaboration between teams who have a deep understanding of related businesses and industry dynamics. The specific combination of our highly informed experts helps our clients to see around corners.
We have the expertise to handle the most demanding transactions. Our commercial understanding and experience of working with leading financial institutions, professional advisers and regulatory bodies means we add real value to clients’ businesses.
Legal
Corporate and Fiduciary
Consulting
Banking and Finance
Corporate
Dispute Resolution
Employment law
Intellectual Property
Investment Funds
Listing services
Local Legal Services
Private Wealth
Property law
Regulatory
Restructuring and Insolvency
Tax
Banking and Finance overview
Asset Finance
CAYLUX Fund Finance
Debt Capital Markets
Derivatives
Fund Finance
Islamic Finance
Leveraged Finance
Listing services
Real Estate Finance
Regulatory
Restructuring and Insolvency
Structured Finance
Sustainable Finance
Corporate overview
Economic Substance
EIIS Services in Ireland
Equity Capital Markets
Insurance and Reinsurance
Listing services
Mergers and Acquisitions
Private Equity
Real Estate Structuring, Acquisitions and Disposals
Regulatory
Technology and Web3
Dispute Resolution overview
Banking Disputes
Corporate and Financial Services Disputes
Crypto Disputes
Enforcement of Judgments and Awards
Fraud and Asset Tracing
Funds Disputes
Insurance Disputes
International Arbitration
Regulatory
Restructuring and Insolvency
Section 238 Shareholder Appraisal Rights
Shareholder and Valuation Disputes
Trusts Disputes and Applications
Investment Funds overview
Hedge Funds
Managers and Sponsors
Private Equity
Real Estate, Infrastructure and Energy Funds
Regulatory
Sustainable Investing and Impact Funds
Technology and Web3
Local Legal Services overview
Cayman Local Legal Services
Channel Islands Local Legal Services
Ireland Local Legal Services
Employment law
Estate Planning, Wills and Probate
Expat services
Family Office
Intellectual Property
Make your Guernsey will online
Make your Jersey lasting power of attorney online
Make your Jersey will online
Notary public services
Relocating your business
Relocating your family
Property law
Accounting and Financial Reporting Services - Ogier Global
Cayman Islands AML/CFT training - Ogier Global
Corporate Services - Ogier Global
Debt Capital Markets - Ogier Global
Fund Services - Ogier Global
Governance Services - Ogier Global
Investor Services - Ogier Global
Ogier Connect - Ogier Global
Private Wealth Services - Ogier Global
Real Estate Services - Ogier Global
Regulatory and Compliance Services - Ogier Global
Our sector approach relies on smart collaboration between teams who have a deep understanding of related businesses and industry dynamics. The specific combination of our highly informed experts helps our clients to see around corners.
Ogier provides practical advice on BVI, Cayman Islands, Guernsey, Irish, Jersey and Luxembourg law through our global network of offices across the Asian, Caribbean and European timezones. Ogier is the only firm to advise on this unique combination of laws.
Keep up to date with industry insights, analysis and reviews. Find out about the work of our expert teams and subscribe to receive our newsletters straight to your inbox.
Fresh thinking, sharper opinion.
We get straight to the point, managing complexity to get to the essentials. Our global network of offices covers every time zone.
No Content Set
Exception:
Website.Models.ViewModels.Components.General.Banners.BannerComponentVm
News
27 March 2017
Cayman Islands, Hong Kong
One of the most significant pieces of legislation introduced in the Cayman Islands last year was the Limited Liability Companies Law, 2016 which was enacted in June 2016 and commenced on 8 July 2016. In Asia, the limited liability company (“LLC”) hasn’t been flying off the shelves just yet but gradually we are seeing more and more interest. Practitioners would be well placed to understand some of the advantages of the LLC so as to be able to present this option to clients when appropriate to do so.
In a nutshell, an LLC is a hybrid entity incorporating characteristics of a partnership and a company. Unlike a partnership, it has separate legal personality. The members of an LLC, like the shareholders of an exempted company, will have limited liability and will not be required to make any contribution to the LLC exceeding the amount such member has undertaken to contribute pursuant to the LLC Agreement constituting the LLC. It is similar, but not the same, as its Delaware counterpart.
Given its hybrid nature it has far greater flexibility than a company, particularly in two key areas: in respect of its management and organisation and in the manner in which it can allocate profits and losses.
Unlike an exempted company, an LLC will not have a share capital. Instead, members will be issued interests or classes of interests. This will allow for flexible internal accounting and record keeping whereby an LLC member may have a capital account and make capital contributions in accordance with the LLC Agreement (in a manner similar to a partnership).
The members of an LLC may agree amongst themselves how the profits and losses of the LLC are to be allocated and how and when distributions are to be made, which may be on a non-pro rata basis. This might be useful where, for example, the LLC Agreement provides for tax distributions which would be on a non-pro rata basis given that distributions are made at different times to meet tax liabilities of the members. This is difficult to mirror in a corporate structure where distributions on shares of the same class would need to be made pro rata.
The agreement by which an LLC is governed, the “LLC Agreement”, can provide for classes or groups of managers with differing rights, powers and duties and managers may be permitted to act in the best interests of a particular member. Therefore the LLC can be extremely useful for joint venture arrangements and might prove a favourable choice when establishing the manager or general partner of a fund.
Whether a Cayman LLC will be tax transparent or tax opaque will be a matter for the relevant onshore jurisdiction. There may be a degree of flexibility under the onshore jurisdiction’s tax law to treat a Cayman LLC as either depending on the drafting of the LLC Agreement. It will be necessary to check with relevant tax advisors that the desired tax treatment will apply.
The introduction of the law demonstrates the continued ability of the Cayman Islands to be flexible and responsive to market needs and should reinforce the Cayman Islands’ position as a domicile of choice for offshore investment funds and structuring vehicles.
Kate Hodson 凯特 ·赫臣
Partner and Head of ESG (Legal) 合伙人 | Legal
Hong Kong
Partner and Head of ESG (Legal) 合伙人
Hong Kong
Sign up to receive updates and newsletters from us.
Sign up
No Content Set
Exception:
Website.Models.ViewModels.Blocks.SiteBlocks.CookiePolicySiteBlockVm