Foundation company
A company that the Registrar declares to be a foundation company, with a memorandum that bars any distribution to members. It is used for decentralised autonomous organisations (DAOs) and token foundations, philanthropy and private wealth.
- Entiva fee to form
- $5,269
- Government fees to form
- CI$1,600
- Run plan
- $249 a month
- Steps to form
- 14
- Ongoing filings
- 12
- Ways to close
- 5
Who it suits, and what defines it.
Governed by the Foundation Companies Act (2025 Revision).
Who it suits
- DAOs and token foundations.
- Philanthropy and private wealth.
Key facts
- Liability
- Limited by shares or by guarantee
- Share capital
- With or without share capital
- Secretary
- Required, and must be a qualified person
- Registered office
- The secretary's business address
- Distributions
- Prohibited to members
- Members
- Can be none, if the memorandum says so
- Supervisors
- Optional
- Statute
- Foundation Companies Act (2025 Revision)
What the law requires.
9 rules, each in plain words.
A secretary who is a qualified person, at all times
That means someone licensed or permitted under the Companies Management Act to provide company management services.
A registered office at the secretary's business address
The Companies Act rule on changing the registered office does not apply.
A memorandum that meets the foundation company rules
It states that the company is a foundation company, describes its objects, provides for surplus assets and prohibits distributions to members, and articles are adopted.
Any change of secretary notified to the Registrar
The fee is CI$75, and the Registry schedule says to file within 60 days.
Memorandum amendments filed within 15 days
The late penalty is CI$10 per day, capped at CI$500 in the Registry schedule.
A register of supervisors
It is kept at the registered office and updated within 60 days of a change.
Beneficial ownership filings at least monthly
The Beneficial Ownership Transparency Act applies to foundation companies.
Members and supervisors are optional
Supervisors, who have voting rights or powers over appointments, are optional, and the company may have no members if its memorandum says so.
An outgoing secretary stays until a qualified successor is notified
The successor must also be a qualified person.
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
It is the business address of the company's secretary.
- 3Form the foundation company
The memorandum and articles are filed, and the certificate of incorporation carries the Registrar's declaration; an existing exempted company can convert instead.
- 4Appoint the qualified-person secretary
A licensed company manager must be secretary at all times.
- 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
These include the register of supervisors, updated within 60 days of a change.
- 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.
- 11Register as a non-profit organisation (NPO)Only if needed
Only for philanthropic fundraising from the public.
- 12Obtain a US employer identification number (EIN)Only if needed
Only for US filings that need one.
- 13Designate anti-money-laundering officersOnly if needed
Only for regulated activity.
- 14Register for FATCA and CRS tax reportingOnly if needed
Only if the company is a financial institution.
Documents
8- Passport or photo ID for every verified person
- Proof of residential address dated within 3 months
- Source of funds and wealth for the endowment, from the founder
- Memorandum and articles, signed before a witness, stating it is a foundation company
- Request for the Registrar's foundation company declaration, with the CI$500 fee
- Appointment and consent of the qualified-person secretary
- A consent to act from each director and supervisor
- Certificate of incorporation with the foundation company declaration
Who takes part
8- The founder, and any other funding party, is verified
- Every director, or council member, is verified
- Every supervisor, guardian or protector is verified
- Any individual member is verified
- A corporate member or supervisor is verified too
- Named beneficiaries are identified at the start and verified before any distribution
- Anyone with 10% or more of control, or ultimate effective control, 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
- File the annual return and pay the annual fee
Every January; from CI$925 in 2026 and CI$1,025 from 2027, by capital band
- 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 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
- File a non-profit organisation's annual return
Within 6 months of year end, extendable by 2 months, for registered NPOs
- File a non-profit's independent review report
Within 9 months of year end, extendable by 3 months, for NPOs above the thresholds
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
10 changes- Change the secretary
- Appoint a director or alternate director
- Remove a director or alternate director
- Update the register of supervisors
- Pass a written resolution of the members
- Pass a written resolution of the directors
- Change the company name
- 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 company with no assets or liabilities. File by 1 November to avoid 2027 fees.
- 1
Assess the exit route
- 2
Cancel any non-profit registration
- 3
Request strike-off
- 4
The company is struck off the register
Solvent voluntary liquidation
For a company that can pay its debts and still has assets. Surplus goes as the memorandum provides, not to members; with no members, the directors act instead.
- 1
Pass a 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 a company that cannot pay its debts.
- 1
Apply for a court supervision order
- 2
Petition the Grand Court to wind up the company
Conversion to an exempted company
For a company that no longer needs foundation features (s.233B). It needs a special resolution and a certificate of good standing.
- 1
Re-register as an exempted company
Restoration after strike-off
For a company that was struck off and is to be revived.
- 1
Apply to the Grand Court to restore the company
- 2
File the annual return and annual fee
What Entiva does for you.
From the first filing to the last.
Foundation company
- Forms the foundation company, requests the Registrar's declaration and acts as its qualified-person secretary.Formation
- Re-registers an existing Cayman company as a foundation company.Formation
- Provides the registered office, which is the secretary's business address, and files its notice.Formation
- Files the 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
$5,269one-off
- Government fees
- CI$1,600
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
- Register as a non-profit organisation (NPO)Only if needed
- Obtain a US employer identification number (EIN)Only if needed
- Register for FATCA and CRS tax reportingOnly if needed
- 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 $5,269, 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.
Later filings: CI$25 per list or.
Excludes steps marked only if needed.
Every year
The Run plan costs $249 a month ($2,988 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.
An extension request costs CI$25. Penalty if late: up to CI$3,000 plus up to CI$100 a day.
Late: up to CI$3,000 plus CI$100 a day.
Changes
Routine changes are included in the Run plan.
Change of secretary CI$75; the registered-office notice adds a filing fee; express service costs CI$150 more.
No fee; the CI$100 officer-change notice is filed through the officer actions.
No fee; CI$100 on the child filing.
Express name change 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.
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.
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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