Limited liability partnership
A partnership of two or more persons carrying on business in common, whose partners have limited liability under the LLP Act. It is used for professional firms and some fund structures.
- Entiva fee to form
- $7,469
- Government fees to form
- CI$1,100
- Run plan
- $219 a month
- Steps to form
- 6
- Ongoing filings
- 8
- Ways to close
- 5
Who it suits, and what defines it.
Governed by the Limited Liability Partnership Act (2025 Revision).
Who it suits
- Professional firms.
- Some fund structures.
Key facts
- Partners
- At least two
- Liability
- Limited under the LLP Act (s.4(2))
- Registered office
- In the Islands (s.9(1))
- Annual return
- By 31 January, listing partners at 1 January
- Annual fee
- CI$2,100 in 2026
- Winding up
- Automatic below two partners
- Beneficial ownership
- Filed at least monthly on CAP
- Statute
- Limited Liability Partnership Act (2025 Revision)
What the law requires.
7 rules, each in plain words.
A registered office in the Islands
The penalty for default is CI$25 per day (s.9(4)).
A register of partners
It is kept at the registered office with copies of registration statements, and shows the photo ID and residential address of any individual managing partner.
Registration statement changes filed within 30 days
This covers name, registered office, nature of business, partners or managers and term, and the penalty is CI$25 per day up to CI$500.
A register of mortgages
An annual return and fee by 31 January
The return lists every partner as at 1 January.
Compliance with any licensing rules under other laws
Beneficial ownership filings at least monthly on CAP
CAP is the Registry's online portal.
How Entiva forms it.
6 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
6 steps- 1Reserve the partnership nameOnly if needed
Optional, for 7 to 120 days, and renewable.
- 2Notify the registered office
It goes in the registration statement, and the penalty for default is CI$25 a day.
- 3Register the LLP
The registration statement (CI$1,000) needs at least two partners, and express service adds CI$500.
- 4Lodge the beneficial ownership register
It is filed at least monthly, and the threshold is 25% or more of the interests or other control.
- 5File the economic substance notification
The first one covers the first financial period after registration.
- 6Obtain a US employer identification number (EIN)Only if needed
Optional, and only if US tax forms such as W-8 or W-9 need it.
Documents
5- Registration statement filed with the Registry (s.18)
- Partnership agreement, kept at the registered office and not filed
- Incorporation and good standing certificates of an entity managing partner
- Declaration of where the funds come from
- Certificate of registration, issued by the Registrar
Who takes part
4- Every partner is verified
- Anyone owning 10% or more is verified, and the register records 25% or more, or control
- Anyone who gives instructions or signs for the LLP is verified
- Politically exposed persons (senior public figures) 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 LLP annual return and pay the annual fee
On or before 31 January each year after the year of registration
- File the annual declaration (provisionally registered LLP)
Every January, with a CI$1,100 fee, for provisionally registered LLPs only
- Lodge the beneficial ownership register
At least monthly, or every 90 days while in liquidation
- File the economic substance notification
31 January 2027 for the 2026 notification
- 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
- File the country-by-country notification
Once before fiscal year end, for groups with revenue of US$850m or more
- File the country-by-country report
Within 12 months after fiscal year end, for groups with revenue of US$850m or more
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
9 changes- Amend the registration statement
- Change the LLP name
- Change the registered office
- Update the register of partners
- Record a mortgage or charge
- Record a change of beneficial owner
- Order a certificate of good standing
- Convert an existing partnership into an LLP
- Continue a foreign LLP into the Cayman Islands
How it closes.
5 routes. The right one depends on whether it can pay its debts, and who starts it.
Voluntary winding up and dissolution
Partners resolve by two-thirds (unless the agreement says otherwise), a specified event happens or the term ends, or the LLP has fewer than two partners.
- 1
Assess the exit route
- 2
Start the voluntary winding up
- 3
Tell the Registrar the liquidator's name and address within 28 days
- 4
Collect the assets and settle accounts in the legal order of priority
- 5
File the notice of dissolution
Voluntary strike-off
For a dormant LLP with no liabilities.
- 1
Assess the exit route
- 2
Bring the annual return and fees up to date
- 3
Request strike-off
- 4
The Gazette notice is published and the LLP is dissolved
Termination of LLP registration
When the partnership agreement permits it (s.37), with written confirmation that the agreement authorises it.
- 1
Terminate the LLP registration
Continuation abroad
For partners who want to move to another jurisdiction (s.38).
- 1
Pay three times the January annual fee
- 2
Deregister the LLP to continue abroad
- 3
Complete the deregistration if it was provisional
- 4
A Gazette notice of deregistration is published
Court winding up
When a partner, creditor or liquidator applies for a just and equitable order (s.26(1)(f)).
- 1
Apply to the court for a winding-up order
- 2
The court appoints an official liquidator
- 3
A notice of dissolution is filed on completion
What Entiva does for you.
From the first filing to the last.
Limited liability partnership
- Registers the LLP by delivering the registration statement.Formation
- Notifies the Registry of the registered office.Formation
- Files the annual return listing the partners and pays the annual fee.Ongoing
- Files the economic substance notification each year.Ongoing
- Keeps the beneficial ownership register and uploads it to CAP.Ongoing
- Starts a voluntary winding up and, within 28 days, files the notice and publishes it in the Gazette.Closing
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
$7,469one-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 LLP annual return and pay the annual fee
- File the annual declaration (provisionally registered LLP)
- Lodge the beneficial ownership register
- File the economic substance notification
- File the economic substance return
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Obtain a US employer identification number (EIN)Only if needed
- File the country-by-country notification
- File the country-by-country report
- Convert an existing partnership into an LLP
- Continue a foreign LLP into the Cayman Islands
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $7,469, 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.
Annual fee CI$2,100, return due 31 January.
Excludes steps marked only if needed.
Every year
The Run plan costs $219 a month ($2,628 a year).
Changes
Routine changes are included in the Run plan.
LLC CI$100. LLP CI$100. Limited partnership CI$100. ELP CI$150.
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.
No fee; the CI$100 officer-change notice is filed through the officer actions.
Express CI$500.
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.
ELP CI$200 filing and CI$150 certificate; LLP CI$100.
Certificate of strike-off CI$150.
Express adds 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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