Beneficial Ownership (Limited Liability Companies) Regulations (2023 Revision)

Summary

This document is the consolidated 2023 Revision of the Beneficial Ownership (Limited Liability Companies) Regulations, made under the Limited Liability Companies Act. It sets out detailed rules supplementing the beneficial ownership register requirements that apply to Cayman Islands limited liability companies (LLCs) and the corporate services providers (CSPs) that maintain their registers. The regulations are currently in force.

The regulations specify additional notations that must be entered on an LLC's beneficial ownership register in various scenarios.

• Where no registrable beneficial owner or relevant legal entity exists.
• Where an identified person's particulars are unconfirmed.
• Where investigations into beneficial ownership are still ongoing.
• Where a CSP has issued (or withdrawn) a restrictions notice or a court has lifted restrictions.

They also create a framework (Part 2A) for CSPs to confirm an LLC's exemption from Part 12 of the Law to the competent authority via the beneficial ownership search platform, and set out what information such confirmations must contain depending on the exemption relied upon.

Separately, the regulations establish an administrative fines regime (Part 3A), including a right of appeal to the competent authority using the prescribed form in the Schedule.

They further set out detailed interpretive rules (Parts 4 and 5) for determining when a person holds an interest in an LLC directly or indirectly, joint arrangements, voting rights, and rights of limited partners, which are used to identify registrable beneficial owners.

Key obligations

• An LLC must provide in writing to its corporate services provider the additional matters required to be noted under Part 2 of the Regulations.
• Where a noted additional matter ceases to be true, the LLC must, within one month of becoming aware, either update the register with confirmed new information or note that the matter has ceased to be true and the date it did so.
• An LLC that knows or has reasonable cause to believe there is no registrable beneficial owner or relevant legal entity must note 'no registrable person identified' in its beneficial ownership register.
• An LLC that has identified a registrable person whose particulars are not yet confirmed must note 'confirmations pending' in its beneficial ownership register.
• An LLC still taking reasonable steps to identify registrable persons must note 'enquiries pending' in its beneficial ownership register; if this note remains for an uninterrupted period of three or more calendar months, it is prima facie evidence of a breach of section 79(1) of the Law.
• A corporate services provider that issues a restrictions notice must note 'restrictions notice issued' and the issue date in the LLC's beneficial ownership register, and must similarly note withdrawal of a restrictions notice or cessation of restrictions by court order, with the relevant dates.
• A corporate services provider providing registered office services to an exempt LLC must provide the competent authority with relevant exemption information via the prescribed search platform, in the manner and at intervals required by section 87 of the Law and the Regulations.
• An LLC whose written confirmation of exemption ceases to be accurate must, within one month of becoming aware, provide the corporate services provider with an amended confirmation and instructions to file it with the competent authority.
• A corporate services provider that receives an amended confirmation of exemption must provide it to the competent authority.
• A person wishing to appeal an administrative fine notice must apply to the competent authority using the prescribed appeal form, setting out the notice details, grounds of appeal, and supporting facts.

Applies to

limited liability companies, corporate services providers

Deadlines

• within one month of becoming aware of that fact: LLC must update its beneficial ownership register (or note that an additional matter has ceased to be true) after a noted additional matter ceases to be true.
• within one month of becoming aware of that fact: LLC must provide an amended written confirmation of exemption and filing instructions to its corporate services provider after exemption information ceases to be true.
• uninterrupted period of not less than three calendar months: If the 'enquiries pending' note remains in an LLC's beneficial ownership register for this period, it constitutes prima facie evidence of a breach of section 79(1) of the Law.