Company designated under s.80
A company or association formed mainly for charitable, philanthropic, religious, cultural, educational, social or fraternal purposes, designated by the Registrar under section 80. It has limited liability without 'Limited' in its name.
- Entiva fee to form
- $1,209
- Government fees to form
- CI$1,000
- Run plan
- $219 a month
- Steps to form
- 6
- Ongoing filings
- 3
- Ways to close
- 3
Who it suits, and what defines it.
Governed by the Companies Act (2025 Revision) ss.80-80E.
Who it suits
- Charitable, philanthropic, religious, cultural, educational, social or fraternal bodies.
Key facts
- Liability
- Limited, with no 'Limited' in the name
- Distributions
- Not allowed to members
- Designation fee
- CI$300
- Company fees
- Exempt from annual company fees
- Annual return
- Required unless registered as a non-profit organisation
- Changes
- Notified within 30 days unless a registered non-profit
- On dissolution
- Assets go to a similar non-profit body
- Statute
- Companies Act (2025 Revision) ss.80-80E
What the law requires.
8 rules, each in plain words.
A constitution that bars distributions to members
The memorandum and articles require assets and income to be applied only to the objects.
A list of the people who own, control or direct the company
It goes in the application.
An annual return, change notices and records unless a registered non-profit
The return confirms objects and activities, changes are notified within 30 days, and books are kept for 5 years.
Controls against terrorist financing
These apply unless the company is registered as a non-profit organisation (NPO).
Remaining assets go to a similar body on dissolution
They go to another section 80 company or a registered NPO with similar objects.
A CI$500 penalty for breaching the ongoing duties
The duties are the annual return, change notices, records and terrorist-financing controls.
Exemption from some company fees and filings
The company is exempt from the s.26, s.41 and s.169 fees and from the s.51 and s.55 filings (s.80(3)).
An independent review report for some registered NPOs
A registered NPO needs one where gross income exceeds CI$250,000 and 30% or more goes abroad, or where the Registrar requires it.
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 company nameOnly if needed
Optional, for 4 months, and the name omits 'Limited' once designated.
- 2Incorporate the company
The constitution applies assets and income only to its objects, the application lists the people who own, control or direct it, and the fee is CI$300.
- 3Designate an existing company instead
An existing ordinary resident company can be designated as an alternative.
- 4Notify the registered office
- 5Register as a non-profit organisation (NPO)
It is needed before asking the public for contributions, and the decision takes 30 days, or 15 business days with express service for CI$500.
- 6Lodge the beneficial ownership register
Documents
5- Section 80 application form with a certified list of controllers
- Memorandum and articles with the section 80 wording
- A director's consent to act
- Declaration of where the initial assets come from
- Certificate of incorporation, issued by the Registrar
Who takes part
4- Every subscriber is verified
- Every director is verified
- Each person who owns, controls or directs the company is verified
- Anyone who gives instructions or signs for the company is verified
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
3 filings- File the annual return confirming objects and activities
Once a year with no fee, unless registered as an NPO
- File a non-profit organisation's annual return
Within 6 months of year end, extendable by 2 months, for registered NPOs
- File an NPO's independent review report
Within 9 months of year end, extendable by 3 months, where the thresholds are met
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
5 changes- Appoint a director
- Amend the memorandum or articles
- Notify the NPO Registrar of changes
- Ask for more time to file an NPO return
- Cancel or suspend the NPO registration
How it closes.
3 routes. The right one depends on whether it can pay its debts, and who starts it.
Voluntary liquidation
Members resolve to wind up the solvent company.
- 1
Cancel any NPO registration
- 2
Start the liquidation
- 3
Hold the year-end meeting each year
- 4
Pass assets to a similar section 80 company or registered NPO
- 5
Hold the final meeting and dissolve the company
Voluntary strike-off
For a dormant company with no assets or liabilities.
- 1
Assess the exit route
- 2
Request strike-off
Court restoration
For a company that was struck off in error.
- 1
Apply to the Grand Court to restore the company
What Entiva does for you.
From the first filing to the last.
Company designated under s.80
- Forms the not-for-profit company and lodges the Registrar's section 80 application.Formation
- Designates an existing company as not-for-profit under section 80.Formation
- Files the annual return confirming objects and who controls the company.Ongoing
- Registers the company as a non-profit organisation before it raises funds.Formation
- Prepares and files the NPO annual return for a registered NPO.Ongoing
- Notifies the NPO Registrar of changes within 30 days.Changes
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
$1,209one-off
- Government fees
- CI$1,000
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
- File the annual return confirming objects and activities
- File a non-profit organisation's annual return
- File an NPO's independent review report
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Designate an existing company instead
- Register as a non-profit organisation (NPO)
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $1,209, 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.
Later filings: CI$25 per list or.
Excludes steps marked only if needed.
Every year
The Run plan costs $219 a month ($2,628 a year).
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.
Express adds CI$150.
Closing it
Closing is a fixed-fee project, quoted before it starts.
Express CI$150 each.
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.
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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