Segregated portfolio company, including SPC-LDC
An exempted company that creates portfolios whose assets and liabilities are ring-fenced from each other. It stays a single legal entity and is used for umbrella funds and insurance cells.
- Entiva fee to form
- $5,509
- Government fees to form
- CI$5,625
- Run plan
- $469 a month
- Steps to form
- 14
- Ongoing filings
- 11
- Ways to close
- 5
Who it suits, and what defines it.
Governed by the Companies Act (2025 Revision) ss.213-232.
Who it suits
- Umbrella funds and insurance cells that need separate pools of assets and liabilities.
Key facts
- Structure
- One legal entity, ring-fenced portfolios
- Name
- Includes 'SPC' or 'Segregated Portfolio Company'
- Portfolio designation
- Each is marked 'SP' or 'S.P.'
- Portfolio notice
- Filed with the annual fee
- LLC conversion
- Not allowed
- Annual return
- Every January
- Statute
- Companies Act (2025 Revision) ss.213-232
What the law requires.
5 rules, each in plain words.
A name that includes 'SPC' or 'Segregated Portfolio Company'
Each portfolio is designated 'SP' or 'S.P.'.
A notice listing the segregated portfolios each year
It is filed with the annual fee and includes any terminated portfolios; not filing it costs CI$10 per day after 31 March, capped at CI$500.
CIMA may decide if the SPC is suitable for licensing
CIMA is the Cayman Islands Monetary Authority, and the decision falls under the regulatory laws.
The exempted company rules also apply
The registered office, registers, beneficial ownership and economic substance steps below apply as for any exempted company.
It cannot be re-registered as a limited liability company (LLC)
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.
- 2Appoint a registered office
The registered office must be CIMA-licensed.
- 3Register the segregated portfolio company
The SPC application is made with the exempted registration; an existing exempted company converts instead.
- 4Issue management and portfolio shares
- 5Appoint the first directors
At least one director.
- 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 goes to CAP; a CIMA-regulated SPC may confirm it is licensed or a registered fund, so that it reports limited details.
- 9File the economic substance notification
It is due by 31 January each year.
- 10Register a mutual fund with CIMA
Usual for an umbrella fund; a licence or a private fund registration are the alternatives.
- 11Register fund directors with CIMAOnly if needed
Only for directors of a CIMA-regulated fund.
- 12Designate anti-money-laundering officersOnly if needed
Only for a regulated fund.
- 13Register for FATCA and CRS tax reportingOnly if needed
Only if the company is a financial institution.
- 14Obtain a US employer identification number (EIN)Only if needed
Only for US filings that need one.
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 including the SPC name, 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 SPC
- 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
- Every individual subscriber or shareholder is verified
- A corporate shareholder, such as a sponsor or manager, is verified
- 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
11 filings- File the economic substance notification
By 31 January
- File the annual return, fee and portfolio notice
In January; the portfolio notice is penalised after 31 March
- 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
- File audited accounts and the fund annual return
Within 6 months of year end, for regulated funds
- Report where books of account are kept
Annually or as the regulations set, only if books are kept outside the Islands
- 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 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- Appoint a director or alternate director
- Remove a director or alternate director
- Appoint a professional or independent director
- Issue portfolio shares
- Transfer shares
- Redeem shares when an investor redeems
- 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.
Fund wind-down, then strike-off
For a solvent SPC (able to pay its debts) with all portfolios terminated. Deregister with CIMA by 31 December and request strike-off by 1 November to avoid next year's fees.
- 1
Cancel the CIMA fund registration
- 2
Surrender fund director registrations
- 3
Assess the exit route
- 4
Request strike-off
Solvent voluntary liquidation
For an SPC that still has assets. The liquidation filings go in within 28 days and CIMA is notified.
- 1
Pass a members' resolution to wind up
- 2
Start the liquidation and make the 28-day filings
- 3
Hold the year-end meeting
- 4
Hold the final meeting and dissolve the company
Supervised or official liquidation
For an SPC that cannot pay its debts.
- 1
Apply for a court supervision order
- 2
Petition the Grand Court to wind up the company
Continuation in another jurisdiction
The SPC moves to a foreign register.
- 1
Apply to move the company to another jurisdiction
Restoration after strike-off
For an SPC that was struck off and is to be revived.
- 1
Apply to the Grand Court to restore the company
- 2
File the annual return, fee and portfolio notice
What Entiva does for you.
From the first filing to the last.
Segregated portfolio company, including SPC-LDC
- Registers the SPC, optionally also as a limited duration company (SPC-LDC).Formation
- Converts an existing exempted company into an SPC.Formation
- Provides a licensed registered office and files on CAP, the Registry's online portal.Formation
- Files the annual return, annual fee and notice of segregated portfolios.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
$5,509one-off
- Government fees
- CI$5,625
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, fee and portfolio notice
- 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
- Register a mutual fund with CIMA
- Register fund directors with CIMAOnly if needed
- Register for FATCA and CRS tax reportingOnly if needed
- Obtain a US employer identification number (EIN)Only 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 independent director
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $5,509, 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.
New SPC by capital band: CI$1,200, 1,500, 2,484, 3,068. SPC-LDC: CI$1,400, 1,700, 2,684, 3,268. Express service costs CI$500 more.
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.
Registered director initial registration CI$700, payable on submission; licence fees in notes.
Excludes steps marked only if needed.
Every year
The Run plan costs $469 a month ($5,628 a year).
2027: CI$3,025, 3,325, 4,309 or 4,893 by band plus CI$400 per portfolio, maximum CI$6,000. 2026: 2,925, 3,225, 4,209, 4,793. Late filing adds 33.33%, 66.67% or 100% of the annual fee; notice CI$10 a day, maximum CI$500.
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.
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.
Surrender fee CI$750; none for a sub-fund. Audit waiver CI$500.
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.
Express CI$500.
2027: CI$3,025, 3,325, 4,309 or 4,893 by band plus CI$400 per portfolio, maximum CI$6,000. 2026: 2,925, 3,225, 4,209, 4,793. Late filing adds 33.33%, 66.67% or 100% of the annual fee; notice CI$10 a day, maximum 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.
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