Exempted company
The standard Cayman offshore company, for business carried on mainly outside the Islands. Its shares transfer only when recorded in the company's own books.
- Entiva fee to form
- $2,729
- Government fees to form
- CI$1,000
- Run plan
- $219 a month
- Steps to form
- 14
- Ongoing filings
- 12
- Ways to close
- 5
Who it suits, and what defines it.
Governed by the Companies Act (2025 Revision), Part 7.
Who it suits
- Businesses carried on mainly outside the Cayman Islands.
- The base company for limited duration, segregated portfolio and special economic zone companies.
- Usually the base for foundation companies.
Key facts
- Liability
- Limited by shares, by guarantee, or unlimited
- Registered office
- In the Cayman Islands
- Local director
- Not required
- Secretary
- Not required
- Annual return
- Every January after the year of registration
- Annual meeting
- Not required by statute
- Statute
- Companies Act (2025 Revision), Part 7
What the law requires.
10 rules, each in plain words.
A registered office in the Cayman Islands
It is the address of the person licensed by the Cayman Islands Monetary Authority (CIMA) to provide company management services.
A declaration that business is mainly outside the Islands
A subscriber (a founding shareholder) signs it when the company is registered.
No resident director, shareholder or secretary
The Companies Act does not require any of them.
A register of members
It is the list of shareholders, it can be kept inside or outside the Islands, and failing to keep it carries a CI$5,000 penalty.
Registers of directors and officers, and of mortgages and charges
Both are kept at the registered office.
A copy of the directors and officers register filed with the Registrar
It goes in within 60 days of the first appointment and changes within 30 days, with a CI$500 penalty.
A beneficial ownership register
The registered office keeps the list of who ultimately owns or controls the company and files it on the Registry's online portal (CAP) at least monthly.
An economic substance notification each year
It is filed before the annual return, plus an economic substance return if the company carries on a relevant activity.
An annual return and annual fee every January
They are due every January after the year of registration.
Proper books of account kept for at least 5 years
If books are kept outside the Islands, the company gives set details about them to its registered office; the penalty is CI$500 plus CI$100 per day.
How Entiva forms it.
14 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
14 steps- 1Reserve the company nameOnly if needed
Optional, and a reservation lasts from 1 week to 4 months and can be renewed.
- 2Appoint a registered office
It must be a company manager licensed by CIMA, which files the company's papers with the Registry.
- 3Register the company
The memorandum, articles and declaration that business is mainly outside the Islands are filed; CI$500 express service gives same-day registration if filed by noon.
- 4Issue the first shares
Shares go to the subscribers and the register of members is opened.
- 5Appoint the first directors
They are appointed by the articles or the first board resolution, with no residency requirement.
- 6File the register of directors and officers
A copy goes to the Registrar within 60 days of the first appointment.
- 7Open the statutory registers
These are the registers of members, directors and officers, and mortgages and charges.
- 8Lodge the beneficial ownership register
The registered office keeps the register of who ultimately owns or controls the company, makes the first upload to CAP, then uploads at least monthly.
- 9File the economic substance notification
It says whether the company carried on a relevant activity, and is due by 31 January each year, before the annual return.
- 10Apply for a tax exemption undertakingOnly if needed
Optional, at any time after registration; it is an undertaking that no future Cayman tax on profits, income, gains or appreciation will apply.
- 11Obtain a US employer identification number (EIN)Only if needed
Only needed before a US filing that requires one, such as Form W-8, Form W-9, FATCA or a check-the-box election.
- 12Designate anti-money-laundering officers
It names a compliance officer, a reporting officer and a deputy, and is only needed before the company carries on relevant financial business.
- 13Register a mutual fund with CIMAOnly if needed
Only if the company is a mutual fund; licensed mutual funds and private funds use different registrations.
- 14Register for FATCA and CRS tax reportingOnly if needed
Only if the company is a financial institution, and registration on the Department for International Tax Cooperation (DITC) Portal is due by 30 April.
Documents
8- Passport or photo ID for every verified person
- Proof of residential address dated within 3 months
- Declaration of where the funds come from
- Memorandum and articles (the constitution), signed by each subscriber before a witness
- Declaration that operations will be mainly outside the Islands
- A consent to act from each director
- First board written resolution, signed by all directors
- Certificate of incorporation, issued by the Registrar
Who takes part
8- Every director verifies their identity and address
- A corporate director is verified, with each person who acts for it
- Any secretary or other officer is verified
- Every individual shareholder is verified
- A corporate shareholder is verified, with the owners behind it
- Anyone who owns or controls 10% or more is verified
- Anyone who gives instructions or signs for the company 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
12 filings- File the economic substance notification
By 31 January, before the annual return
- File the annual return and pay the annual fee
Each January after the year of registration; by 31 January to stay in good standing
- 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, with changes passed to the registered office within 30 days
- Report where books of account are kept
Annually or as the regulations set, only if books are kept outside the Islands
- File audited accounts and the fund annual return
Within 6 months of year end, for regulated funds only
- File the annual CRS return or nil-return declaration
30 June 2027 for the 2026 return, for financial institutions only
- File the annual FATCA return
31 July, for financial institutions only
- File the annual CRS compliance form
15 September 2026 for 31 December 2025 year ends, for financial institutions only
- File a private trust company's annual declaration
On or before 31 January, for registered private trust companies only
- File the country-by-country report
Within 12 months after year end, for the parent of a group with US$850m or more revenue
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
10 changes- Appoint a director or alternate director
- Remove a director or alternate director
- Issue new shares
- Transfer shares
- Increase authorised share capital
- Change the company name
- Change the registered office
- Amend the memorandum or articles
- 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 a solvent company with no assets or liabilities, up to date on fees, penalties and economic substance and beneficial ownership filings. File by 1 November to avoid 2027 fees.
- 1
Assess the exit route
- 2
Cancel any fund registration
- 3
Deregister any securities investment registration
- 4
Surrender any director registrations
- 5
Request strike-off
- 6
The Registrar publishes the strike-off
- 7
The company is struck off the register
Solvent voluntary liquidation
For a company able to pay its debts with assets or contracts to wind up. Forms 19, 20 and 21 and the Gazette notice go in within 28 days. Start by 1 December to avoid 2027 fees.
- 1
Pass a members' resolution to wind up
- 2
Start the liquidation and make the 28-day filings
- 3
Hold the year-end meeting if it runs over a year
- 4
Lodge the beneficial ownership register every 90 days
- 5
Hold the final meeting and dissolve the company
Official liquidation
For an insolvent company, or on a petition from a creditor or contributory.
- 1
Petition the Grand Court to wind up the company
- 2
An official liquidator is appointed
- 3
The company is dissolved
Merger or consolidation
The company merges into a surviving or new company and ceases to exist.
- 1
Merge or consolidate with another company
Continuation in another jurisdiction
The company moves to a foreign register. A director gives a solvency declaration and secured creditors are notified within 21 days, with CIMA consent if the company is licensed.
- 1
Apply to move the company to another jurisdiction
- 2
The company continues in the other jurisdiction
What Entiva does for you.
From the first filing to the last.
Exempted company
- Reserves the company name with the General Registry.Formation
- Provides a licensed registered office and files the company's papers on CAP.Formation
- Registers the company, signing as first subscriber before a Cayman witness.Formation
- Files the economic substance notification before the annual return.Ongoing
- Files the annual return and pays the annual fee every January.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
$2,729one-off
- Government fees
- CI$1,000
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
- Company secretary
- File the economic substance notification
- File the 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 mutual 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
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $2,729, one-off. Government fees are passed through at cost.
By period: 1 week CI$40; 1 month CI$60; 2 months CI$80; 3 months CI$120; 4 months CI$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.
By authorised capital: up to CI$42,000 CI$700; CI$42,001 to 820,000 CI$1,000; CI$820,001 to 1,640,000 CI$1,984; above CI$1,640,000 CI$2,568. Express service adds CI$500. Annual fee after registration CI$925 to 2,793.
No fee; the CI$100 officer-change notice is filed through the officer actions.
CI$4,125 registration and first annual fee plus CI$300 administrative fee and CI$750 per sub-fund. Offering document amendment CI$125.
Excludes steps marked only if needed.
Every year
The Run plan costs $219 a month ($2,628 a year).
2027: CI$1,025, 1,325, 2,309, 2,893 above. 2026: 925, 1,225, 2,209, 2,793. Late filing adds 33.33%, 66.67% or 100%, by quarter.
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.
Express name change adds CI$150.
Express service adds CI$150.
Express adds 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.
No fee; CI$100 on the child filing.
Express CI$150 each.
Pre-clearance CI$400 if requested. Express CI$500.
Express CI$500.
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.
Start with your first company.
We are onboarding a small group of founders and finance teams with entities in more than one country.