Beneficial Ownership (Companies) Regulations (2022 Revision)

Summary

This is the consolidated 2022 Revision of the Beneficial Ownership (Companies) Regulations, made under the Cayman Islands Companies Act. It sets out the detailed mechanics for companies, their corporate services providers, and the Registrar to comply with the beneficial ownership regime created by Part XVIIA of the Companies Act.

• Register notations: What additional notations must be made in a company's beneficial ownership register, e.g. where no registrable beneficial owner exists, where confirmations of particulars are pending, or where enquiries are ongoing.
• Restrictions notices: How corporate services providers record and withdraw restrictions notices.
• Exemptions: How exemptions from the beneficial ownership regime are confirmed and updated with the competent authority (CIMA).
• Data deposit: How beneficial ownership information is deposited with the competent authority via the search platform.
• Fines and appeals: The administrative fines and appeals process for breaches.

The regulations apply to Cayman Islands companies subject to Part XVIIA of the Companies Act, to corporate services providers that maintain beneficial ownership registers or provide registered office services, and to the Registrar of Companies where it performs equivalent functions. They also contain detailed interpretive rules (Parts 4 and 5) for determining when a person holds an interest in a company directly or indirectly, including rules on joint arrangements, voting rights, board appointment rights, and limited partners.

• Companies: Must keep their beneficial ownership register updated with prescribed notations and correct or update information promptly when it changes.
• Corporate services providers: Must record restrictions notices and their withdrawal.
• Exemption confirmations: Must include specified details and be transmitted to the competent authority.
• Data deposit: Monthly deposit of beneficial ownership data is required.

A schedule provides the form for appealing an administrative fine notice to the competent authority.

Key obligations

• A company must provide additional matters required under Part 2 in writing to its corporate services provider or the Registrar.
• Where a noted additional matter (under regulations 4, 5, 6 or 7) ceases to be true, the company must, within one month of becoming aware, update its beneficial ownership register with new confirmed information or note that the matter has ceased to be true and the date it did so.
• Where there is no registrable beneficial owner or relevant legal entity, the company must note 'no registrable person identified' in its beneficial ownership register.
• Where a registrable person has been identified but particulars are unconfirmed, the company must note 'confirmations pending'.
• Where investigations to identify registrable persons are ongoing and not yet complete, the company must note 'enquiries pending'; if this note remains for an uninterrupted period of three calendar months or more, it is prima facie evidence of a breach of section 253(1) of the Companies Act.
• A corporate services provider that issues a restrictions notice must note 'restrictions notice issued' and the issue date in the company's beneficial ownership register, and must similarly note withdrawal of a restrictions notice or a court order lifting restrictions, with the relevant dates.
• The corporate services provider (or Registrar, if it provides registered office services) must provide the competent authority with all relevant information from a company's written confirmation of exemption via the section 260 search platform, including specified details depending on the exemption ground relied upon.
• If information in a written confirmation of exemption ceases to be true, the company must, within one month of becoming aware, provide an amended written confirmation and instruct the corporate services provider or Registrar to file it with the competent authority; the corporate services provider/Registrar must then relay the amended information to the competent authority.
• Corporate services providers must deposit beneficial ownership information (and confirmation of exemption information) with the competent authority not less than once each month.
• A person who wishes to appeal an administrative fine notice to the competent authority must use the prescribed form set out in the Schedule, including grounds of appeal and supporting facts.

Applies to

companies, corporate services providers, Registrar, limited partners, legal entities

Deadlines

• within one month of becoming aware: Company must update its beneficial ownership register (or note that a matter has ceased to be true) after an additional matter noted under regulations 4-7 ceases to be true.
• within one month of becoming aware: Company must provide an amended written confirmation of exemption and filing instructions after information in a confirmation of exemption ceases to be true.
• not less than once in each month: Corporate services providers must deposit beneficial ownership information and confirmation-of-exemption information with the competent authority.
• uninterrupted period of not less than three calendar months: If the 'enquiries pending' note remains in a company's beneficial ownership register for this period, it is prima facie evidence of a breach of section 253(1) of the Companies Act.