Limited liability company
A body corporate with its own legal personality, governed by a private LLC agreement. It is modelled on the Delaware LLC and used mainly for funds, general partners and investment vehicles.
- Entiva fee to form
- $2,939
- Government fees to form
- CI$1,100
- Run plan
- $219 a month
- Steps to form
- 14
- Ongoing filings
- 11
- Ways to close
- 5
Who it suits, and what defines it.
Governed by the Limited Liability Companies Act (2025 Revision).
Who it suits
- Funds, general partners and investment vehicles.
- Owners who want their governing agreement kept private.
Key facts
- Legal status
- Separate legal personality
- Members
- At least one at all times
- Governing document
- A private LLC agreement
- Registration
- By filing a registration statement
- Registered office
- Must be licensed (s.7(5))
- Annual return
- Every January
- Annual fee
- CI$1,100 in 2026; CI$1,200 from 2027
- Statute
- Limited Liability Companies Act (2025 Revision)
What the law requires.
9 rules, each in plain words.
At least one member at all times
A registration statement
It gives the name, registered office, initial members, nature of business, year end, term if any, and a declaration of no business with the public in the Islands.
A licensed registered office
It must be licensed under the Banks and Trust Companies Act or the Companies Management Act, or be a licensed mutual fund administrator.
Changes to the registration statement filed within 30 days
A change of registered office has the same limit, and the penalty is CI$200 per day.
A register of members
It can be kept at the registered office or elsewhere, and failing to keep it carries a CI$5,000 penalty.
Registers of managers, and of mortgages and charges
The register of managers is filed with the Registrar.
Proper books of account
The LLC also records member contributions and distributions.
An annual return every January
It certifies compliance and is filed with the annual fee.
Beneficial ownership and economic substance filings
Beneficial ownership is filed at least monthly, and economic substance obligations apply.
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 LLC nameOnly if needed
Optional, for 7 to 120 days.
- 2Appoint a registered office
It must hold a Banks and Trust, Companies Management or fund administrator licence.
- 3Register the LLC
The registration statement includes the declaration of no business with the public, the LLC agreement stays private, and express service costs CI$500.
- 4Appoint the managersOnly if needed
Optional, because a member-managed LLC is allowed.
- 5File the register of managers
The first copy goes to the Registrar within 60 days, and changes within 30 days.
- 6Open the statutory registers
These are the registers of members, managers, and mortgages and charges.
- 7Lodge the beneficial ownership register
The first upload is followed by uploads at least monthly.
- 8Set how the registered office handles mail
This covers notices and mail the registered office receives.
- 9File the economic substance notification
It is due by 31 January each year.
- 10Apply 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.
- 11Obtain a US employer identification number (EIN)Only if needed
Only for US filings and classification.
- 12Designate anti-money-laundering officersOnly if needed
Only if the LLC is regulated.
- 13Register a mutual fund with CIMAOnly if needed
Only for a fund vehicle, with the Cayman Islands Monetary Authority (CIMA); a licence or a private fund registration are the alternatives.
- 14Register for FATCA and CRS tax reportingOnly if needed
Only if the LLC is a financial institution.
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
- Ownership chart to the people behind any company or trust member
- LLC registration statement filed with the Registry
- LLC agreement, which is private and not filed
- A consent to act from each manager
- Certificate of registration, issued by the Registrar
Who takes part
6- Every manager, or managing member, is verified
- A corporate manager is verified, with each person who acts for it
- A corporate member 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 LLC 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 and pay the annual fee
Every January; the fee is CI$1,100 in 2026 and CI$1,200 from 2027
- 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
- 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- Appoint an LLC manager
- Remove an LLC manager
- Transfer LLC interests
- Declare a distribution
- Pass a written resolution of the members
- Change the LLC name
- Change the registered office
- Amend the registration statement
- 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 LLC with no assets or liabilities. The timetable matches companies, and filing by 1 November avoids 2027 fees.
- 1
Assess the exit route
- 2
Cancel any fund registration
- 3
Request strike-off
- 4
The LLC is struck off the register
Voluntary winding up
When the term expires, a specified event happens, no members remain, or two-thirds of members vote for it (s.36).
- 1
Pass a members' resolution to wind up
- 2
Start the winding up
- 3
Hold the year-end meeting
- 4
Hold the final meeting and dissolve the LLC
Supervised or court winding up
For an LLC that cannot pay its debts, or on a court order (ss.37, 39).
- 1
Apply for a court supervision order
- 2
Petition the Grand Court to wind up the LLC
Merger
The LLC merges with another LLC, a company or a foreign entity.
- 1
Merge with another entity
Re-registration as an exempted company
Needs two-thirds member consent (s.233A).
- 1
Re-register the LLC as an exempted company
What Entiva does for you.
From the first filing to the last.
Limited liability company
- Registers the LLC and files the registration statement on CAP, the Registry's portal.Formation
- Provides a licensed registered office for the LLC.Formation
- Files the register of managers with the Registrar.People
- Files the LLC 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
$2,939one-off
- Government fees
- CI$1,100
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
- 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 $2,939, 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.
Annual fee CI$1,100.
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).
CI$1,100 for filing year 2026; CI$1,200 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.
No fee; CI$100 on the child filing.
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.
No fee; CI$100 on the child filing.
Express CI$150 each.
Pre-clearance CI$400. Certificate CI$150.
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.
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