Beneficial Ownership (Limited Liability Partnership) Regulations (2022 Revision)

Summary

This is the consolidated 2022 Revision of the Beneficial Ownership (Limited Liability Partnership) Regulations, made under the Limited Liability Partnership Act (2021 Revision). It sets out the detailed mechanics that supplement Part 8 of the Act (the beneficial ownership regime) as it applies specifically to Cayman Islands limited liability partnerships (LLPs).

• Register notations: What additional notations must be made in an LLP's beneficial ownership register, e.g. where no registrable person is identified, where confirmations or enquiries are pending, or where a statutory notice has not been complied with.
• CSP and Registrar duties: The duties of corporate services providers (CSPs) and the Registrar in confirming exemptions and depositing beneficial ownership information via the search platform.
• Restrictions notices: The content and withdrawal of restrictions notices.
• Holdings and voting rights: Detailed rules for determining direct/indirect holdings and voting rights for beneficial ownership purposes.
• Fines and appeals: The administrative fines and appeals process, including a review committee and appeal procedure to the competent authority.

The regulations apply to limited liability partnerships that fall within Part 8 of the Law, to corporate services providers that act as registered office providers for such LLPs, to the Registrar, and to the competent authority responsible for administrative fine appeals.

Substantively, the regulations impose ongoing register-maintenance duties on LLPs and CSPs, noting specific prescribed wording and dates for various statuses, require CSPs to transmit exemption confirmation details to the competent authority via the statutory search platform, and establish a fine appeal mechanism with prescribed forms and procedures. It is a technical, implementing instrument rather than a policy announcement, and does not itself introduce new headline obligations beyond what is already imposed under the Limited Liability Partnership Act's Part 8 beneficial ownership regime.

Key obligations

• A limited liability partnership (LLP) must provide additional register matters in writing to its corporate services provider (CSP) or the Registrar as required by Part 2 of these Regulations.
• Where a noted additional matter ceases to be true, the LLP must, within one month of becoming aware, either update its beneficial ownership register with confirmed new information or note that the matter has ceased to be true and the date it ceased to be true.
• Where no registrable person can be identified, the LLP must note 'no registrable person identified' in its beneficial ownership register.
• Where a registrable person has been identified but particulars are not yet confirmed, the LLP must note 'confirmations pending'.
• Where an LLP has not yet completed reasonable steps to identify registrable persons, it must note 'enquiries pending'; if this note remains uninterrupted for three calendar months or more, this is prima facie evidence of a breach of section 60(1) of the Law.
• Where a CSP has given a notice under section 56 or 62 of the Law that is not complied with (or complied with late), the CSP must note this in the LLP's beneficial ownership register, with a separate note for each unfulfilled notice.
• Where a CSP issues, withdraws, or has a court order cease a restrictions notice, it must note the relevant prescribed wording and dates in the LLP's beneficial ownership register.
• A CSP providing registered office services to an exempt LLP (or the Registrar, if it provides such services) must provide the competent authority with relevant exemption confirmation information via the statutory search platform, in the manner and at the intervals required.
• Written confirmations of exemption from Part 8 of the Law must include specific prescribed information depending on which exemption ground under section 52(1) applies.
• Persons wishing to appeal an administrative fine notice must apply to the competent authority using the prescribed Schedule form, following the appeal and review committee procedures set out in Part 7.

Applies to

limited liability partnerships, corporate services providers, Registrar, competent authority

Deadlines

• within one month of becoming aware: An LLP must update or annotate its beneficial ownership register once a previously noted additional matter ceases to be true.
• three calendar months (uninterrupted): If the 'enquiries pending' note remains in an LLP's beneficial ownership register for an uninterrupted period of three calendar months or more, this is treated as prima facie evidence of a breach of section 60(1) of the Law.