Cayman Islands

Beneficial Ownership Obligations

To align with the provisions of the Beneficial Ownership Transparency Act, 2023, and the Beneficial Ownership Transparency Regulations, 2024, which take effect on July 31, 2024, a new mandate in the Cayman Islands, known as the Beneficial Ownership Obligation (“BO obligation”), has been introduced.

Under this BO obligation, all companies (“Legal Persons”) are required to:

(a) Identify the Beneficial Owner(s) of the entity. This includes an individual who ultimately owns or controls, whether directly or indirectly, 25% or more of the shares, voting rights, or interests in the Legal Person, or a Reportable Legal Entity (excluding foreign companies, foreign entities, or foreign limited partnerships) that would be considered a Beneficial Owner if it were an individual;

(b) Submit complete, accurate, and current information about the identified Beneficial Owner to the Registered Agent in the Cayman Islands;

(c) Maintain an up-to-date Beneficial Owner Register (“BOR”). If any changes occur regarding a registrable Beneficial Owner, the Legal Person must update its records and notify the Registered Agent to revise the BOR within 30 days.

Submission of Beneficial Owner Information Deadlines

The Cayman Islands has introduced new regulations requiring certain entities, such as companies, limited liability partnerships (LLPs), and limited liability exempted partnerships (LLEPs), to maintain and submit Beneficial Ownership Information (BOI) to the Cayman Islands General Registry.

Key Aspects of the New Regulations

Submission Deadline – The submission of beneficial ownership information is now mandatory, with a continuous deadline. Entities must provide this information within 60 days of their incorporation or registration.

Definition of Beneficial Owner – A beneficial owner is an individual who directly or indirectly holds more than 25% of the shares or voting rights in a company or legal entity, thereby exerting ownership or control.

Required Information – The beneficial ownership details must include:
– The full name, nationality, and date of birth of the beneficial owner.
– Their residential or business address.
– Information regarding the nature and scope of their ownership or control of the entity.

This requirement applies to entities registered in the Cayman Islands, such as limited partnerships and exempted partnerships, excluding publicly traded entities or those already governed by other regulatory frameworks.

Submission Process – The required information must be submitted through the Beneficial Ownership Secure System (BOSS), an online platform managed by the Cayman Islands General Registry.

Non-Compliance Penalties – Entities that fail to comply with these submission requirements may face fines, penalties, and, in extreme cases, may be removed from the registry.

These regulations are part of the Cayman Islands’ commitment to enhancing transparency and aligning with international anti-money laundering (AML) standards, including those set by the Financial Action Task Force (FATF).

For companies or partnerships established before or in 2024, the deadline for compliance is January 1, 2025. It is crucial to ensure timely submission to avoid potential penalties or legal consequences.

Beneficial Ownership Filing
Confidentiality on Information Provided

When submitting Beneficial Ownership Information (BOI) in the Cayman Islands, the details will not be made publicly available. The information is kept confidential and can only be accessed by authorized entities under specific conditions.

Confidential System – The Beneficial Ownership Secure System (BOSS) portal, where the information is submitted, is a secure platform that is not accessible to the public. It is managed by the Cayman Islands General Registry and ensures privacy.

Restricted Access – The Cayman Islands Beneficial Ownership system is not searchable by the public, meaning that only authorized individuals or entities can access the information, and only with proper authorization.

All Beneficial Ownership Information provided to the Cayman Islands General Registry remains confidential and will not be disclosed publicly.

For clients who have registered their business entities through TBA, we are here to assist you with ensuring full compliance with this legal requirement and guide you through the filing process.