Beneficial Ownership Transparency (Amendment) (No. 2) Act, 2025 (Act 11 of 2025)

Summary

This is Act 11 of 2025, an amendment to the Beneficial Ownership Transparency Act, 2023 (the 'principal Act'), passed by the Cayman Islands Parliament in November 2025 and assented to in December 2025. It makes a series of technical and substantive changes to the beneficial ownership regime rather than creating a wholly new framework.

• Exemption scope: Clarifies that certain exemptions apply to any 'legal person' (not just companies).
• Listed entity disclosure: Where a legal person is a subsidiary of a listed entity, the name of the listed entity must also be disclosed.
• Nature of ownership: Requires disclosure of the 'nature' in which an individual owns or exercises control.
• Register information standard: Requires beneficial ownership registers to contain information that is 'adequate, accurate and current'.
• Notice requirement: Relaxes the notice requirement where a legal person already knows of a relevant change.
• Restrictions notices: Tightens timelines and procedures for corporate services providers issuing restrictions notices where a legal person fails to disclose beneficial ownership information.
• Information sharing: Expands the competent authority's power to share beneficial ownership register information with registrable beneficial owners themselves, foreign beneficial ownership authorities, foreign anti-money-laundering/counter-terrorist-financing authorities, and foreign governments/public authorities in certain business-relationship contexts.
• Administrative fines: Revises the administrative fines regime so that a prescribed breach carries a fixed initial fine of US$5,000 plus continuing fines of US$1,000 per month up to a cap of US$25,000, with the Registrar required to have regard to rules on aggravating/mitigating factors when assessing fines.

The amendments primarily affect legal persons subject to the Beneficial Ownership Transparency Act, 2023 (including those that are subsidiaries of listed entities), their corporate services providers, registrable beneficial owners, and the competent authority/Registrar administering the register. The document does not itself state a commencement date within the extracted text, so it is unclear from this excerpt exactly when these changes take effect (the Act was passed 5 November 2025, assented to 1 December 2025, and gazetted 14 January 2026).

Key obligations

• Legal persons that are subsidiaries of a listed entity must include the name of the listed entity, in addition to the stock exchange name and jurisdiction, when providing particulars under section 12(1)(a).
• Legal persons must disclose the nature in which an individual owns or exercises control of the legal person as part of required beneficial ownership particulars.
• Legal persons must establish and maintain a beneficial ownership register containing information that is adequate, accurate and current, and must deposit only adequate, accurate and current information.
• If a legal person fails to provide justification and correction of a false or misleading statement within 30 days of receiving a notice under section 18(1), the corporate services provider must issue a restrictions notice (subject to section 19) and send a copy to the competent authority within 14 days of issuing it.
• Where a corporate services provider is of the opinion that a notice under section 8 or 14 was served by the legal person but not complied with, it must issue a restrictions notice concerning the relevant interest and send a copy to the competent authority within 14 days.
• A restrictions notice must not take effect where the relevant interest is subject to a pre-existing security interest granted to an unaffiliated third party.
• The Registrar must take into account prescribed rules (under section 29) when determining the amount of an administrative fine for a prescribed breach.

Applies to

legal persons subject to the Beneficial Ownership Transparency Act, 2023, corporate services providers, registrable beneficial owners, subsidiaries of listed entities, competent authority/Registrar (as administering body)

Deadlines

• 30 days beginning with the date of receipt of the notice: Period within which a legal person must provide justification and correction of a false or misleading statement identified in a notice under section 18(1), failing which the corporate services provider must issue a restrictions notice.
• 14 days of issuing the restrictions notice: Period within which a corporate services provider must send a copy of a restrictions notice to the competent authority.

Related documents

• This document amends Beneficial Ownership Transparency Act, 2023 (Act 13 of 2023)
• Beneficial Ownership Transparency Act (2026 Revision) replaces this document