Exempted limited partnership
A partnership without separate legal personality, with at least one general partner of unlimited liability and one or more limited partners. It is the main vehicle for private equity and venture funds.
- Entiva fee to form
- $7,469
- Government fees to form
- CI$1,250
- Run plan
- $219 a month
- Steps to form
- 13
- Ongoing filings
- 11
- Ways to close
- 5
Who it suits, and what defines it.
Governed by the Exempted Limited Partnership Act (2025 Revision).
Who it suits
- Private equity and venture funds.
Key facts
- Legal status
- No separate legal personality
- General partners
- At least one, with unlimited liability
- Limited partners
- One or more
- Cayman general partner
- One must be Cayman-resident or a Cayman entity
- Registered office
- At a licensed person's address (s.6(3))
- Annual return
- Every January
- Annual fee
- CI$1,300 regulated or CI$2,100 unregulated (2026)
- Statute
- Exempted Limited Partnership Act (2025 Revision)
What the law requires.
7 rules, each in plain words.
At least one Cayman general partner
It must be a Cayman-resident individual, a Cayman company (including a registered foreign company), an ELP or a registered foreign limited partnership.
Acting as general partner needs no extra licence
It does not by itself need a Companies Management, trust, mutual fund administrator, control or trade and business licence.
A licensed registered office
It is at the address of a person licensed under the Banks and Trust Companies Act, the Companies Management Act or the Mutual Funds Act.
A registration statement with proof for each general partner
A corporate general partner supplies its certificate of incorporation and good standing, and an individual supplies photo ID and proof of a Cayman residential address.
Changes to registered particulars filed within 60 days
General partner admissions, removals and replacements go in within 15 days, and the penalty is CI$200 per day per general partner in default.
An annual return every January
It certifies compliance and is filed with the annual fee.
Beneficial ownership, economic substance and registers
Beneficial ownership is filed at least monthly, economic substance applies, and registers of partnership interests and security interests are kept.
How Entiva forms it.
13 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
13 steps- 1Reserve the partnership nameOnly if needed
Optional, for up to four months.
- 2Appoint a registered office
It must be at a person licensed under the Banks and Trust Companies, Companies Management or Mutual Funds Act.
- 3Register the ELP
A general partner signs the statement, with certificates or ID for each general partner, and express service costs CI$500.
- 4Admit further general partners
At least one must be Cayman-resident or a Cayman entity, and changes are filed within 15 days.
- 5Open the statutory registers
These are the registers of partnership interests and security interests, kept by the general partner.
- 6Lodge the beneficial ownership register
The first upload is followed by uploads at least monthly.
- 7Set how the registered office handles mail
This covers notices and mail the registered office receives.
- 8File the economic substance notification
It is due by 31 January each year.
- 9Apply for a tax exemption undertakingOnly if needed
Optional; the Financial Secretary can grant an undertaking of up to 50 years that no future Cayman tax on profits, income, gains or appreciation will apply.
- 10Obtain a US employer identification number (EIN)Only if needed
Only for US filings that need one.
- 11Designate anti-money-laundering officersOnly if needed
Only if the ELP is regulated.
- 12Register a private fund with CIMAOnly if needed
Only for a private fund. CIMA, the Cayman Islands Monetary Authority, needs the application within 21 days after the fund accepts capital commitments.
- 13Register for FATCA and CRS tax reportingOnly if needed
Only if the ELP is a financial institution.
Documents
8- Passport or photo ID for every verified person
- Proof of residential address for every verified person
- Declaration of where the funds come from
- Certificate of incorporation for a corporate general partner
- Certificate of good standing for a corporate general partner
- ELP registration statement filed with the Registry
- Partnership agreement, which is private and not filed
- Certificate of registration, issued by the Registrar
Who takes part
7- Every individual general partner is verified
- A corporate general partner is verified too
- Limited partners holding 10% or more are verified
- A corporate limited partner is verified too
- Owners of 25% or more, or with control, are recorded as beneficial owners
- Anyone who gives instructions or signs for the ELP is verified
- Senior public figures, their family and close associates get enhanced checks
What has to be filed, and when.
Entiva tracks every deadline from the day it is formed, and files before each one.
Every year, and as things happen
11 filings- File the economic substance notification
By 31 January
- File the ELP annual return and pay the annual fee
January; 2026: CI$1,300 regulated, CI$2,100 unregulated; 2027: CI$1,400 or CI$2,200
- File the economic substance return
Within 12 months after financial year end, if a relevant activity is carried on
- File a Tax Resident Outside the Islands (TRO) form
Within 12 months after financial year end, if claiming tax residence abroad
- Lodge the beneficial ownership register
At least monthly, or every 90 days in winding up
- File audited accounts and the fund annual return
Within 6 months of year end, for regulated funds
- File the annual CRS return or nil-return declaration
30 June 2027 for the 2026 return, for financial institutions
- File the annual FATCA return
31 July, for financial institutions
- File the annual CRS compliance form
15 September 2026 for 31 December 2025 year ends, for financial institutions
- File the securities investment annual declaration and fee
Every year, for securities investment business registered persons only
- File the country-by-country report
Within 12 months after fiscal year end, for the parent of an in-scope group
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
10 changes- Admit or replace a general partner
- Remove a general partner
- Transfer partnership interests
- Declare a distribution
- Appoint a professional or qualifying general partner
- Change the partnership name
- Change the registered office
- Amend the registered particulars
- Record a change of beneficial owner
- Order a certificate of good standing
How it closes.
5 routes. The right one depends on whether it can pay its debts, and who starts it.
Voluntary strike-off
For an ELP with no assets or liabilities. Filing by 1 November avoids 2027 fees.
- 1
Assess the exit route
- 2
Cancel any fund registration
- 3
Request strike-off
- 4
The ELP is struck off the register
Termination of registration
When the partnership agreement permits it (s.41); the partnership then continues without being an ELP.
- 1
Terminate the ELP registration
Voluntary winding up and dissolution
By the agreement, or a resolution of all general partners and two-thirds of limited partners (s.36(1)). A notice of dissolution is filed with a fee (s.36(2)).
- 1
Start the voluntary winding up
- 2
File the notice of dissolution
- 3
Cancel any fund registration by 31 December
Continuation in another jurisdiction
The general partner applies with a declaration and statement of assets and liabilities (s.43), and CIMA consents if regulated.
- 1
Apply to move the ELP abroad
Restoration after strike-off
Within 2 years of strike-off, or up to 10 years with Cabinet consent (s.37(5)-(10)).
- 1
Apply to the Grand Court to restore the ELP
- 2
File the ELP annual return
What Entiva does for you.
From the first filing to the last.
Exempted limited partnership
- Registers the ELP and files the general partner's statement on CAP, the Registry's portal.Formation
- Provides a licensed registered office for the ELP.Formation
- Files general partner admissions and replacements within 15 days.People
- Files the ELP annual return and pays the annual fee every January.Ongoing
- Files the economic substance notification each year.Ongoing
- Keeps the beneficial ownership register and uploads it to CAP.Ongoing
Build it with the API.
Every step on this page is an action in the Entiva API, with its documents, signatures and filing.
What it costs, item by item.
Every Entiva fee and every government fee, from forming it to closing it.
Forming it
$7,469one-off
- Government fees
- CI$1,250
Steps marked only if needed are not counted.
Closing it
From $2,159
- Entiva fee
- Fixed, quoted first
- Government fees
- At cost
Included in the Run plan
- Registered office in the Cayman Islands
- File the economic substance notification
- File the ELP annual return and pay the annual fee
- File the economic substance return
- File a Tax Resident Outside the Islands (TRO) form
- Lodge the beneficial ownership register
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Apply for a tax exemption undertakingOnly if needed
- Obtain a US employer identification number (EIN)Only if needed
- Register a private fund with CIMAOnly if needed
- Register for FATCA and CRS tax reportingOnly if needed
- File audited accounts and the fund annual return
- File the annual CRS return or nil-return declaration
- File the annual FATCA return
- File the annual CRS compliance form
- File the country-by-country report
- Appoint a professional or qualifying general partner
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $7,469, one-off. Government fees are passed through at cost.
LLC: 7 days CI$30, 30 days 60, 60 days 80, 90 days 120, 120 days 160. ELP and foreign LP: 1 week CI$40, 1 month 60, 2 months 80, 3 months 120, 4 months 160.
Express filing CI$150 extra. Penalties: company CI$10 a day capped CI$500; LLC CI$200 a day capped CI$5,000; ELP CI$200 a day per GP.
No fee; the CI$100 officer-change notice is filed through the officer actions.
CI$4,125 registration and annual fee, CI$300 first-time administrative fee, CI$525 per AIV, segregated portfolio or separate account. Amendments CI$300.
Excludes steps marked only if needed.
Every year
The Run plan costs $219 a month ($2,628 a year).
Regulated: CI$1,300 for 2026, CI$1,400 for 2027. Unregulated: CI$2,100 for 2026, CI$2,200 for 2027.
CI$300 per mutual fund or sub-fund; private fund CI$300 plus CI$150 per AIV or sub-fund.
Changes
Routine changes are included in the Run plan.
CI$100 company or LLC register filing; CI$150 ELP statement; express service costs CI$150 more.
LLC: filing CI$100 plus name-change certificate CI$150. LLP: filing CI$100 plus certificate CI$150. ELP: filing CI$150 plus certificate CI$150, so CI$300.
LLC CI$100. LLP CI$100. Limited partnership CI$100. ELP CI$150.
LLC CI$100. LLP CI$100. Limited partnership CI$100. ELP CI$150.
Closing it
Closing is a fixed-fee project, quoted before it starts.
January 2027 annual fees: exempted company or LDC CI$1,025 to 2,893 by capital band, SPC from 3,025, SEZC 925, non-resident 1,000 or 1,240, resident 300 or 500, LLC 1,200, ELP 1,400 regulated or 2,200.
Surrender fee CI$750; none for a sub-fund. Audit waiver CI$500.
Certificate of strike-off CI$150.
ELP CI$200 filing and CI$150 certificate; LLP CI$100.
Express adds CI$500.
Plus accrued outstanding fees, the CI$150 restoration certificate, and the Grand Court originating fee.
Regulated: CI$1,300 for 2026, CI$1,400 for 2027. Unregulated: CI$2,100 for 2026, CI$2,200 for 2027.
Entiva fees are in US dollars. Government fees are in the currency each authority charges, passed through at cost when the filing is made. Taxes are separate.
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