Exempted limited duration company
An exempted company whose life is limited to 30 years or less. It is typically used to get partnership-style tax classification in other jurisdictions.
- Entiva fee to form
- $2,729
- Government fees to form
- CI$1,200
- Run plan
- $219 a month
- Steps to form
- 13
- Ongoing filings
- 8
- Ways to close
- 5
Who it suits, and what defines it.
Governed by the Companies Act (2025 Revision) ss.178-182.
Who it suits
- Groups that want partnership-style tax classification in other jurisdictions.
- Ventures with at least two members and a fixed term of 30 years or less.
Key facts
- Duration
- 30 years or less
- Members
- At least two
- Name ending
- 'Limited Duration Company' or 'LDC'
- Management
- Articles can give it to the members
- Share transfers
- Articles can require unanimous consent
- Registered office
- Must be CIMA-licensed
- Annual return
- Every January after the year of registration
- Statute
- Companies Act (2025 Revision) ss.178-182
What the law requires.
5 rules, each in plain words.
At least two subscribers or members
A duration of 30 years or less in the memorandum
The name must end with 'Limited Duration Company' or 'LDC'.
The exempted company rules also apply
These are a CIMA-licensed registered office, registers, beneficial ownership and economic substance filings, and a January annual return and fee.
Optional rules in the articles
They can require every member to agree to a transfer and can give management to the members.
Winding up after a member's death, withdrawal, bankruptcy or similar event
Voluntary winding up starts 90 days later, unless the articles say otherwise or at least two members remain and unanimously continue the company.
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 company nameOnly if needed
Optional.
- 2Appoint a registered office
The registered office must be CIMA-licensed, meaning licensed by the Cayman Islands Monetary Authority.
- 3Register the limited duration company (LDC)
It needs at least 2 subscribers and a memorandum limiting the term to 30 years or less; an existing exempted company can convert instead.
- 4Issue the member interests
The articles may require unanimous consent for transfers.
- 5Appoint the first directors
At least one director, or the members act as directors where the articles give management to them.
- 6File the register of directors and officers
It goes to the Registrar within 60 days of the first appointment.
- 7Open the statutory registers
- 8Lodge the beneficial ownership register
The first upload is followed by uploads at least monthly.
- 9Set how the registered office handles mail
This covers notices and mail the registered office receives.
- 10File the economic substance notification
It is due by 31 January each year.
- 11Obtain a US employer identification number (EIN)
An EIN and a classification election are usual where the LDC is used for US partnership-style tax classification.
- 12Designate anti-money-laundering officersOnly if needed
Only if the company carries on relevant financial business.
- 13Register with CIMA for securities investment businessOnly if needed
Only if the company carries on securities investment business; registration costs CI$6,000 and renews each 15 January.
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 limiting the term to 30 years or less, signed before a witness
- Articles of association, signed before a witness
- Declaration that operations will be mainly outside the Islands
- Application to register as an LDC
- Certificate of incorporation certifying LDC status
Who takes part
8- Every director, and each member who acts as director, is verified
- A corporate director is verified, with each person who acts for it
- Every individual subscriber or member is verified, and there must be at least two of them
- A corporate member is verified, with the owners behind it
- Anyone who owns or controls 10% or more is verified
- Any secretary or other officer 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
8 filings- File the economic substance notification
By 31 January
- File the annual return and pay the annual fee
Each January after the year of registration; by 31 January for 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, or every 90 days in liquidation
- Report where books of account are kept
Annually or as the regulations set, only if books are kept outside the Islands
- 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 of fiscal year end, for the Cayman parent of an in-scope group
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 member interests
- Transfer shares
- Redeem shares when a member withdraws
- Pass a written resolution of the members
- Change the company name
- Change the registered office
- Amend the memorandum or articles
- Record a change of beneficial owner
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 company with no assets or liabilities and fees and filings up to date. File by 1 November to avoid 2027 fees.
- 1
Assess the exit route
- 2
Request strike-off
- 3
The Registrar publishes the strike-off
- 4
The company is struck off the register
Liquidation when the term ends or a member exits
When the term ends, or 90 days after a member's death, withdrawal or bankruptcy unless the remaining members unanimously continue. Filings follow within 28 days.
- 1
Pass a members' resolution to wind up
- 2
Start the liquidation
- 3
Hold the year-end meeting
- 4
Hold the final meeting and dissolve the company
Merger
The LDC merges into another Cayman or overseas company.
- 1
Merge with another company
Continuation in another jurisdiction
The LDC moves to another jurisdiction.
- 1
Apply to move the company to another jurisdiction
Conversion to a company with no term limit
For members who want to remove the term limit (s.181).
- 1
Convert the LDC to a standard exempted company
What Entiva does for you.
From the first filing to the last.
Exempted limited duration company
- Registers the LDC with at least two members and a term of 30 years or less.Formation
- Converts an existing exempted company into an LDC and files the application.Formation
- Provides a licensed registered office and files on CAP, the Registry's online portal.Formation
- Files the economic substance notification each year.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$1,200
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 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
- Obtain a US employer identification number (EIN)
- Register with CIMA for securities investment businessOnly if needed
- 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.
Express service costs CI$500 more.
No fee; the CI$100 officer-change notice is filed through the officer actions.
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.
Changes
Routine changes are included in the Run plan.
No fee; CI$100 on the child filing.
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.
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.
LDC and SEZC routes CI$400 (ss.181, 182C). Express CI$500 on the LDC, SEZC and non-resident routes; none listed for ss.233A-233B.
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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