A guide to the Cayman Islands Beneficial Ownership Transparency Regime

The following table sets out the required particulars for each RBO or contact person that must be entered on the BOR:

The Cayman Islands beneficial ownership regime requires specific entities, including companies and partnerships, to keep a register of beneficial owners to comply with international standards, particularly the Financial Action Task Force recommendations.

This guide outlines its requirements, who qualifies as an in-scope entity, alternative routes to compliance and penalties for non-compliance. 

What is the Cayman beneficial ownership regime?

The Beneficial Ownership Transparency Act (Revised) (the Act) and the Beneficial Ownership Transparency Regulations (Revised) (the Regulations) came into force on 31 July 2024. The Act and Regulations replace the previous beneficial ownership regime.

The Act and the Regulations are supported by accompanying Guidance on Complying with the Beneficial Ownership Obligations in the Cayman Islands, published by the Competent Authority for Beneficial Ownership (the Guidance). In this instance “Competent Authority”  means the Minister for Financial Services. In practice, communications regarding the beneficial ownership regime will typically come from the Registrar of Companies, the Registrar of Limited Partnerships or the Registrar of Limited Liability Partnerships (as applicable).

The Act, Regulations and the Guidance make up the Cayman beneficial ownership regime.

What is the Beneficial Ownership Register?

Entities classified as legal persons under the Act are required to maintain a beneficial ownership register (BOR) containing adequate, accurate and current beneficial ownership information. This includes required particulars relating to registrable beneficial owners and, where applicable, contact persons. The corporate services provider (CSP) of an in-scope entity (ISE) - typically its registered office provider - is required to hold and maintain the BOR at the ISE's registered office in the Cayman Islands. The BOR must be filed with the Competent Authority which maintains a search platform that enables specified persons to access information on the BOR as described below.

Certain categories of legal persons will have the option to take an alternative route to compliance, as discussed in further detail below.

What entities are required to establish a Beneficial Ownership Register?

The following Cayman Islands entities are legal persons for the purposes of the Act and are therefore required to comply with the beneficial ownership regime:

• companies (including exempted companies)
• limited liability companies
• foundation companies
• exempted limited partnerships
• limited partnerships
• limited liability partnerships
  
  

Trusts and foreign companies and partnerships registered in the Cayman Islands under the Companies Act or Exempted Limited Partnership Act do not fall within the definition of “legal person” and are not subject to the regime.

Registrable beneficial owner

For the purposes of the Act, a registrable beneficial owner (RBO) means an individual who meets any one of the following specified conditions:

• ultimately owns or controls, whether through direct or indirect ownership or control, 25% or more of the shares, voting rights or partnership interests in the legal person
• otherwise exercises ultimate effective control over the management of the legal person
• is identified as exercising control of the legal person through other means (for example, through debt instruments or financing arrangements, as stated in the Guidance)
  
  

An individual will be a beneficial owner of a legal person indirectly if they have a majority stake (see glossary ) in an entity which either:

(a) directly holds the shares, right or interest in the Cayman legal person
(b) is part of a chain of ownership where each entity in the chain holds a majority stake in the entity below it and the last entity in the chain holds the shares, right or interest in the legal person.

The following persons are also treated as individuals for the purposes of the Act:

• a corporation sole
• a government or government department of a country or territory or a part of a country or territory
• an international organisation whose members include two or more countries or territories (or their governments)
• a public authority
  
  

Reportable Legal Entities (RLEs) will also be RBOs. RLEs are, in relation to a legal person, another Cayman Islands entity that, if it were an individual, would be a beneficial owner of the legal person. For the avoidance of doubt, foreign companies, other foreign entities or a foreign limited partnership will not be RLEs under the Act.

A RLE will be an RBO where it either directly holds a relevant interest in a legal person, or meets one or more of the specified conditions, or it is an RLE through which any beneficial owner or reportable legal entity indirectly holds a relevant interest in the legal person.

What if there is no registrable beneficial owner?

If no individual meets any of the above conditions, it will be necessary to consider whether a trustee of a trust meets one of the specified conditions, in which case the trustee of that trust must be identified as a contact person for beneficial ownership purposes.

Where no registrable beneficial owner or trustee has been identified, a senior managing official of the legal person will be identified as a contact person for beneficial ownership purposes.

What are the requirements of ISEs?

ISEs are required to identify their RBOs or a trustee or senior managing official as a contact person as applicable.

The ISE is required to provide written notice to any individuals or entities identified as RBOs, as well as to those whom the ISE reasonably believes may qualify as RBOs. This notice requires each recipient to respond within 30 days of receiving it, confirming whether they are an RBO. If confirmed, they must also verify or correct any information that needs to be included in the BOR.

Additionally, every ISE must ensure that its BOR remains current. If the ISE becomes aware of a relevant change to the information in the BOR, it must notify the RBO as soon as reasonably possible (and no later than 30 days after becoming aware of the change) requesting confirmation of the updated details.

A relevant change occurs if:

• an RBO ceases to hold that status in relation to the ISE
• any other event results in the required particulars of an RBO in the BOR being incorrect, incomplete, or not current

It is also the responsibility of the RBO to provide any updated information to the ISE.

What are the requirements of beneficial owners?

If an RBO has not received a notice from the ISE as outlined above, and has no reason to believe their information is already recorded in the relevant BOR, they are required to inform the ISE of their status as an RBO. This notification must specify the date on which they became an RBO and provide all necessary details. Furthermore, RBOs are separately required to notify the ISE of any changes to their beneficial ownership information within 30 days of such changes taking place.

Information to be included on the Beneficial Ownership Register 

The following table sets out the required particulars for each RBO or contact person that must be entered on the BOR:

What are the alternative routes to compliance?

The following ISEs can avail themselves of an alternative route to compliance by providing their CSP with written confirmation of the relevant category and the required particulars in respect of that relevant category.

Investment funds

The relevant "alternative route to compliance" provided for under the Act will require Cayman Islands investment fund vehicles that are registered with the Cayman Islands Monetary Authority to provide their CSP with details of a contact person at:

• a licensed mutual fund administrator
• another person in the Cayman Islands that is licensed or registered under a regulatory law for providing beneficial ownership information

Such contact person may be required to provide the Competent Authority, as appropriate, with requested beneficial ownership information within 24 hours of a request for such information being made.

Ogier Global is able – subject to agreement – to act as the contact person for registered funds taking the "alternative route to compliance" referred to above and has established policies and procedures designed to assist funds in responding to requests for beneficial ownership information.

Licensed entities 

ISEs which are licensed under a regulatory law must provide their CSP with confirmation of the regulatory law under which the ISE is licensed.

Listed entities

ISEs which are listed on the Cayman Islands Stock Exchange or an approved stock exchange or are a subsidiary of such a listed entity must provide their CSP with the name and jurisdiction of the stock exchange.

Compliance and penalties

The maximum penalties for non-compliance with certain obligations under the beneficial ownership regime extend to criminal sanctions and fines up to CI$100,000 (US $121,000.00) for summary conviction. Directors and officers may also be subject to personal liability.

The Registrar may strike an ISE off the Register if a fine remains unpaid for 90 days or where the legal person is convicted of a third offence under the Act – this includes offences relating to giving notice to, and identification of, RBOs, giving notices to RBOs regarding relevant changes, recording details of and notifying such changes to the CSP.

Please note that this advisory does not cover in detail CIMA's administrative fines regime nor enforcement and appeal procedures under the Act. For further information on CIMA's administrative fines regime, see our briefing: Cayman Islands administrative fines regime

Restrictions notices

In circumstances where an ISE has failed to comply with the requirements set out above or makes a false or misleading statement, the CSP must issue a notice to the ISE requiring the outstanding particulars or a justification and correction in respect of a false or misleading statement.

If the ISE fails to provide any missing information within 30 days, the CSP must issue a restrictions notice with respect to the shares or other relevant interest in the ISE. The effect of a restrictions notice is that any transfer or agreement to transfer the relevant interest will be void. No rights are exercisable in respect of such interests and except in a liquidation, no payment may be made in respect of the interests.

Is there public access to beneficial ownership information?

These provisions collectively set out the circumstances in which public access to beneficial ownership information is permitted under the Cayman Islands beneficial ownership regime.

The information submitted to the platform is accessible only by the Competent Authority:

• on its own behalf
• upon formal lawful request from specific Cayman authorities, namely:
  • the Royal Cayman Islands Police Service
  • the Customs and Border Control Service
  • the Financial Reporting Authority
  • CIMA
  • the Anti-Corruption Commission
  • the Tax Information Authority
  • the Maritime Authority of the Cayman Islands
  • the Civil Aviation Authority of the Cayman Islands
  • the Registrar of Lands
  • an entity within the meaning of section 2 of the Public Management and Finance Act that has received permission from the Cabinet for the purpose of carrying out its statutory duties
  • an entity undertaking procurement in accordance with the Procurement Act
  • a foreign beneficial ownership Competent Authority that exercises similar functions and has similar responsibilities as the Competent Authority or a foreign Competent Authority with designated responsibility for combatting money laundering or terrorist financing
  • any other body which is assigned responsibility under the Proceeds of Crime Act (Revised) for monitoring compliance with money laundering regulations
• upon request and payment of a fee by Cayman Islands licensed financial institutions and designated non-financial business and professions under regulation 55A of the Anti-Money Laundering Regulations (Revised) (who would, at most, only be entitled to a reduced amount of beneficial information)
• upon request from a jurisdiction that has entered into an agreement with the Cayman Islands Government for the sharing of beneficial ownership information. The UK is currently the only country that has entered into such an agreement but note that a foreign Competent Authority may access information on the platform in the circumstances described above without additional agreement.
• upon the submission of an Access Request (as defined below) provided that the applicant satisfies the relevant requirements and provided that the beneficial ownership information is not the subject of a successful Access Restriction Request (as defined below)
  
  

Access Request

Public access to beneficial ownership information in the Cayman Islands can be applied for in accordance with the Beneficial Ownership Transparency (Legitimate Interest Access) Regulations, 2024. Certain  members of the public may apply via an electronic portal to the Competent Authority for access to the beneficial ownership information held by the Competent Authority in relation to a specified legal person (Access Request).

The following members of the public can make an Access Request:

• a person engaged in journalism or bona fide academic research
• a person acting on behalf of a civil society organisation whose purpose includes the prevention or combating of money-laundering, its predicate offences or terrorism financing
• a person seeking the information in the context of a potential or actual business relationship or transaction with the legal person about whom that information is sought, provided the relevant person has a legitimate interest in the beneficial ownership information for the purpose of preventing, detecting, investigating, combating or prosecuting money laundering or its predicate offences or terrorist financing

As part of the application process the Competent Authority will require:

• proof of identity
• for journalists and researchers, evidence of credentials
• for business relationship or transaction applicants, evidence:
  • that the Access Request relates to the applicant in the context of an actual or potential business relationship or transaction with the legal person about whom the information is sought
  • of the nature of the actual or potential business relationship or transaction
• evidence that the information on the search platform in relation to the legal person is sought by the applicant for the purpose of preventing, detecting, investigating, combating or prosecuting money laundering or its predicate offences or terrorist financing 

An applicant for an Access Request will also need to pay a non-refundable administrative fee of CI$30 / US$37 for an application relating to one legal person or CI$100 / US$122 for an application relating to more than one legal person.

Access restriction request

The Beneficial Ownership Transparency (Access Restriction) Regulations, 2024 (Access Restriction Regulations) provide certain individuals with an avenue to apply to the Competent Authority to prohibit the disclosure of beneficial ownership information held by the Competent Authority relating to that individual to any member of the public. This can be pursued if the applicant reasonably believes that the disclosure of the information will place the individual or an individual living in the same household  at serious risk of:

• kidnapping
• extortion
• violence
• intimidation
• any similar danger or serious harm

The following individuals may apply for an Access Restriction Request:

• an RBO of a legal person
• a person who proposes to become an RBO of a legal person
• a senior managing official of a legal person

An Access Restriction Request application must be accompanied by evidence which supports the application and an application fee of CI$1,000 / US$1,220.

The Competent Authority will not disclose any information should an Access Request be submitted during the period within which the Access Restriction Request is being considered.

The Competent Authority will issue a decision within seven business days of receiving the Access Restriction Request. If approved, the Competent Authority will not disclose the information which is the subject of the Access Restriction Request to any member of the public.

An approval will have effect for three years after the date of the notice of approval, unless the Competent Authority revokes the approval. 

How Ogier can help

Ogier is available to assist with all aspects of compliance with the new Cayman Islands beneficial ownership regime including the classification of Cayman entities under and for the purposes of the Act, identification of RBOs and advice on the enhanced obligations that are applicable to ISEs under the Act.

Ogier Global is able to act as contact person for registered funds taking the "alternative route to compliance" referred to above.

Should you have any questions or wish to receive further information in relation to the material covered in this briefing, please contact your usual Ogier attorney or any of the contacts listed in this briefing.