2025 Update: Cayman Islands Beneficial Ownership Transparency Act

12 May 2025

Introduction

The Beneficial Ownership Transparency Act (Revised) (the "Act") and supporting regulations contain the legal framework of the Cayman Islands' beneficial ownership regime.

What entities does the Act apply to?

The Act imposes various statutory duties on "Legal Persons". For the purposes of the Act, the following are Legal Persons:

a company that is incorporated, formed or registered in the Cayman Islands;
a limited liability company registered under the Limited Liability Companies Act;
a limited liability partnership registered under the Limited Liability Partnership Act;
a limited partnership registered under the Partnership Act;
a foundation company; and
an exempted limited partnership registered under section 9 of the Exempted Limited Partnership Act.

In each case, the definition does not include a foreign entity registered under the applicable Cayman Islands legislation.

What are the alternative routes to compliance available to qualifying Legal Persons?

The following categories of Legal Person may apply an "alternative route to compliance":

a Legal Person that is listed (or is the subsidiary of a listed entity) on the Cayman Islands Stock Exchange or an approved stock exchange;
a Legal Person that is licensed under a regulatory law, including:
- Banks and Trust Companies Act;
- Companies Management Act;
- Insurance Act;
- Mutual Funds Act; or
- Securities Investment Business Act;
a fund registered under the Mutual Funds Act or the Private Funds Act; or
a Legal Person that is exempted by the Cabinet.

Such Legal Persons are not required to establish and maintain a beneficial ownership register and report their beneficial owners on an ongoing basis. Rather, they must report limited "required particulars".

In the case of registered funds, the required particulars include contact details of a licensed fund administrator, or another contact person licensed or registered under a regulatory law for providing beneficial ownership information located in the Cayman Islands. This person must provide the competent authority with requested beneficial ownership information within 24 hours of a request being made.

Duty of Legal Persons to identify Registrable Beneficial Owners

Unless an alternative route to compliance applies, a Legal Person has a duty to identify:

every individual that is a Beneficial Owner (as defined below) of the Legal Person;
every Reportable Legal Entity (as defined in the Act); and
the trustees of a trust who are treated as a Beneficial Owner of the Legal Person.

The Legal Person also has a duty to provide in writing to its corporate services provider the current and valid required particulars of Registrable Beneficial Owners (as defined below).

Where a Legal Person (i) knows or has reasonable cause to believe that a person is a Registrable Beneficial Owner, and (ii) has not already been informed of the persons status as a Registrable Beneficial Owner and received all the required particulars, it must give a notice to such person requiring the provision of information.

Who is a "Registrable Beneficial Owner"?

A "Registrable Beneficial Owner" is:

an individual that is a Beneficial Owner of the Legal Person; and
a Reportable Legal Entity:
- that directly holds a relevant interest in the Legal Person or meets one or more of the specified conditions; or
- through which an individual Beneficial Owner or other Reportable Legal Entity indirectly holds:
  - a partnership interest, shares or voting rights in the Legal Person; or
  - ultimate effective control over management of the Legal Person.

A "Beneficial Owner" in relation to a Legal Person is an individual who meets any of the following conditions:

the individual 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;
the individual otherwise exercises ultimate effective control over the management of the Legal Person (which includes ownership or control exercised through a chain of ownership or by means of control other than direct control); or
the individual is identified as exercising control of the Legal Person through other means.

If a trust meets one of the specified conditions, a trustee of the trust must be identified as the contact person.

A professional advisor (such as a lawyer, accountant, or financial advisor, who provides advice or direction in a professional capacity) or a professional manager (such as a liquidator, receiver or restructuring officer) is not a Beneficial Owner.

If there is no individual who meets one of the conditions, the senior managing official (including a director or chief executive officer) of the Legal Person must be identified as the contact person.

Duty to establish and maintain a beneficial ownership register

A Legal Person's corporate services service provider must establish and maintain a register containing adequate, accurate and current beneficial ownership information in relation to the Legal Person.

The corporate services provider must regularly deposit beneficial ownership information on the General Registry's Corporate Administration Portal.

A corporate services provider must:

review the required particulars provided; and
take reasonable measures to verify the identity of the Beneficial Owner or Reportable Legal Entity using information obtained from reliable sources.

Duty of Registrable Beneficial Owners to supply information

A Registrable Beneficial Owner has a duty, within 30 days of receiving a notice from the Legal Person, to:

notify the Legal Person that they are a Registrable Beneficial Owner;
state the date on which they became a Registrable Beneficial Owner; and
give the required particulars.

Duty to keep beneficial ownership register current

If a "relevant change" occurs with respect to a Registrable Beneficial Owner, whose required particulars are stated in its beneficial ownership register, the Legal Person has a duty to give notice to the Registrable Beneficial Owner as soon as reasonably practicable (and not later than 30 days after it learns of the change or had reasonable cause to believe that the change had occurred) requesting confirmation of the change.

A relevant change occurs if:

a Registrable Beneficial Owner ceases to be a Registrable Beneficial Owner in relation to the Legal Person; or
any other change occurs as a result of which the required particulars are incorrect, incomplete or not current.

Duty to notify relevant changes

In addition to the duty imposed on a Legal Person which learns of a relevant change, a Registrable Beneficial Owner has a proactive duty to:

notify the Legal Person of a relevant change;
state the date on which the relevant change occurred; and
give the Legal Person any information needed to update the beneficial ownership register.

The duty must be complied with within 30 days of the date on which the person discovered the relevant change.

What are the required particulars?

Except in the case of a Legal Person to which an alternative route to compliance applies, the required particulars in respect of an individual are:

full legal name;
residential address;
address for service of notices;
date of birth;
nationality;
information from their unexpired and valid passport, driver's license or other government-issued ID, including:
- identification number;
- country of issue; and
- date of issue and expiry;
nature in which the individual owns or exercises control of the Legal Person; and
the date on which they became or ceased to be a Registrable Beneficial Owner.

The required particulars in respect of a Relevant Legal Entity are:

corporate or firm name;
registered or principal office;
legal form of the entity and the law by which it is governed;
nature in which the relevant Legal Person owns or exercises control of the Legal Person;
the register in which it is entered and its registration number in that register; and
the date on which it became or ceased to be a Registrable Beneficial Owner.

Restrictions notices

If a corporate services provider is of the opinion that the Legal Person has:

failed to comply with its duties to give notice to its Registrable Beneficial Owners or to keep its beneficial ownership register current; or
has made a statement regarding relevant matters that is false or misleading,

the corporate services provider must give a notice to the Legal Person requiring it to provide missing particulars or a justification and correction in respect of a false or misleading statement.

If the Legal Person fails to comply with this notice, the corporate services provider must issue a restrictions notice to the Legal Person with regard to the shares or other relevant interest. In addition, the corporate services provider must send a copy of the restrictions notice to the competent authority within 14 days of its issue.

In deciding whether to send a restrictions notice, the corporate services provider must have regard to the effect of the notice on the right of persons in respect of the relevant interest, including third parties, persons with a security interest over the relevant interest and other Beneficial Owners.

The effect of a restrictions notice is, amongst other things:

any transfer or agreement to transfer the relevant interest is void;
no rights, including voting rights, are exercisable in respect of the relevant interest; and
other than in a liquidation, no payment may be made of sums due from the Legal Person in respect of the relevant interest, whether in respect of capital or otherwise.

Access to beneficial ownership information

The competent authority must maintain a search platform by which certain prescribed persons may be provided with access to information on all beneficial ownership registers maintained.

Those persons are:

the Royal Cayman Islands Police Service;
the Financial Reporting Authority;
the Cayman Islands Monetary Authority;
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 undertaking procurement in accordance with the Procurement Act; and
any other body which:
- is assigned responsibility for monitoring compliance with anti-money laundering regulations, such as CARA and CIIPA;
- a licensed financial institution; or
- a designated non-financial business and profession.

The purpose of the search must be justified by reference to:

the performance of a statutory function;
assisting with the prevention and detection of crime;
furthering the interest of national security; or
statistics and preparation of statistical reports.

Public access - legitimate interest

Where there is no applicable prohibition from disclosure pursuant to an application granted under the Beneficial Ownership Transparency (Access Restriction) Regulations, 2024, the competent authority may provide access to information on the search platform to a member of the public who applies for access to that information on the basis that the member of the public:

is a person engaged in journalism or bona fide academic research;
is acting on behalf of a civil society organisation whose purpose includes the prevention or combating of money-laundering, its predicate offences or terrorism financing; or
is seeking that information in the context of a potential or actual business relationship or transaction with the Legal Person about whom that information is sought,

and has a legitimate interest in that information for the purpose of preventing, detecting, investigating, combating or prosecuting money laundering or its predicate offences or terrorist financing (a "legitimate interest").

In the case of a journalist, academic or civil society organisation, the application must be accompanied by evidence (i) of the applicant's credentials and identity, and (ii) that the information is sought for a legitimate interest. In the case of a person seeking access in the context of a business relationship or transaction, the application must be accompanied by evidence (i) of the applicant's identity, (ii) that the information is sought in the context of an actual or potential business relationship or transaction, (iii) of the nature of such relationship or transaction, and (iv) that the information is sought for a legitimate interest.

In the event that an application is successful, the information that may be disclosed by the competent authority, in relation to an individual who is a Registrable Beneficial Owner is:

name;
country of residence;
nationality;
month or year of birth (or both); and
nature of control.

An individual may apply to the competent authority to prohibit the disclosure of information on the search platform relating to the individual to any member of the public where the applicant reasonably believes that the disclosure of the information and his or her association with the Legal Person will place the applicant or an individual living in the same household as the applicant at serious risk of: