Cayman Islands: Cayman Islands Introduces Beneficial Ownership Register Regime

Under recently passed legislation, certain Cayman Islands companies and Cayman Islands limited liability companies ("LLCs") will be required to maintain a beneficial ownership register that records details of the individuals who ultimately own or control more than 25% of the equity interests, voting rights or have rights to appoint or remove a majority of the company directors, or LLC managers, together with details of certain intermediate holding companies through which such interests are held (the "Regime").1

The new Regime codifies a commitment agreed with the UK Government by way of an Exchange of Notes in April 2016 by the Cayman Islands, together with other Crown dependencies and overseas territories, to enhance existing robust arrangements on the exchange of beneficial ownership information to assist law enforcement agencies combat tax evasion and money laundering.2

Each company or LLC that falls within the Regime's ambit (an "In-Scope Entity") will be required to complete and maintain a beneficial ownership register at its Cayman Islands registered office with a licensed corporate service provider.

There are specified exceptions that will exempt certain types of companies and LLCs from the requirement to maintain a beneficial ownership register (notably those that are listed or subject to direct or indirect regulatory oversight).

The register will not be public and the information will be accessible only by a specified Cayman Islands competent authority, principally on proper and lawful request made by UK law enforcement agencies.

This update provides a general overview of the Regime and summarises the obligations and actions that In-Scope Entities need to take to comply with the Regime.

Which entities are within scope?

Subject to specified exceptions, the Regime is intended to apply to:

  1. companies incorporated or registered by way of continuation under the Companies Law (2016 Revision), including ordinary resident and non-resident companies, special economic zone companies and exempted companies (including exempted limited duration companies and segregated portfolio companies); and
  2. LLCs.

Which entities are out of scope?

The Regime does not apply directly to foreign companies or foreign limited liability companies that are registered in the Cayman Islands as a "foreign company" pursuant to Part IX of the Companies Law (to qualify as the sole general partner of a Cayman Islands exempted limited partnership, for example), nor does it apply directly to partnership vehicles (such as exempted limited partnerships).

There are also a number of exceptions where certain categories of companies or LLCs will be exempted from the Regime and will not need to maintain their own beneficial ownership register. Broadly, these exceptions will apply to companies or LLCs either where they are:

  1. listed on the Cayman Islands Stock Exchange or another approved stock exchange (e.g. NYSE, NASDAQ, London or Hong Kong Stock Exchanges);
  2. registered or licensed under one of the Cayman Islands regulatory laws (e.g. a hedge fund registered under the Mutual Funds Law (2015 Revision) or a management vehicle registered or licensed under the Securities Investment Business Law (2015 Revision));
  3. managed, arranged, administered, operated or promoted by an "approved person" as a special purpose vehicle, private equity fund, collective investment scheme or investment fund;
  4. a general partner of any vehicle, fund or scheme referred to in paragraph (c) above that is managed, arranged, administered, operated or promoted by an "approved person"; or
  5. a "subsidiary", being a company or LLC where: (i) more than 75% of the interests or voting rights are, collectively, held by one or more exempt entities or other legal entities; (ii) exempt entities or other legal entities have the right to appoint or remove a majority of directors or managers; or (iii) it is itself a subsidiary of another exempt subsidiary.

An "approved person" is a person or a subsidiary of a person that is (i) regulated, registered or licensed under a Cayman Islands regulatory law or regulated in an approved jurisdiction (e.g. investment advisors or managers regulated by the SEC or the FCA would fall within this limb), or (ii) listed on the Cayman Islands Stock Exchange or another approved stock exchange.

Obligations of an In-Scope Entity and Beneficial Owners

If no exemption applies, an In-Scope Entity must take "reasonable steps" to identify:

  1. whether any individual is a qualifying "beneficial owner" (as described below) of that In-Scope Entity; and
  2. whether any legal entities that are registered in the Cayman Islands (including as a "foreign company") would meet the definition of a beneficial owner in relation to that In-Scope Entity if they were an individual rather than a legal entity (a "relevant legal entity").

This obligation may require an In-Scope Entity to enter into correspondence with, and give formal notices to, one or more persons whom it knows, or has reasonable cause to believe, are relevant legal entities or would be if registered in the Cayman Islands. Persons who receive a notice from an In-Scope Entity must respond within one month of receipt, as it is a criminal offence to fail to do so.

All individuals who are qualifying beneficial owners will have their details entered in the beneficial ownership register, but only certain relevant legal entities will be so registrable (as described further below).

Similarly, beneficial owners and relevant legal entities may be subject to a proactive disclosure obligation in certain circumstances. An obligation to notify an In-Scope Entity within one month will arise where a person knows that they are a registrable person and their details are not otherwise entered in the In-Scope Entity's beneficial ownership register or where their registered details subsequently change.

It is an offence for an In-Scope Entity or registrable person to fail to comply with obligations under the Regime.

Who is a beneficial owner?

Generally, a beneficial owner of a company or an LLC will be an individual who meets one of the following conditions with respect to an In-Scope Entity:

  1. directly or indirectly holds, in aggregate, more than 25% of the shares or membership interests;
  2. directly or indirectly holds, in aggregate, more than 25% of the voting rights;
  3. directly or indirectly holds, in aggregate, the right to appoint or remove the majority of directors or managers;
  4. if no individual satisfies any of the conditions in (a) – (c) above, has the absolute and unconditional legal right to exercise, or actually exercises, significant influence or control over the In-Scope Entity, other than solely in the capacity of a director (or manager in the case of LLCs), professional advisor or professional manager; or
  5. otherwise, if no individual satisfies any of the conditions above, but the trustees of a trust or the members of another legal vehicle that is not a legal person (such as a general partnership) satisfy one of the conditions set out above in relation to an In-Scope Entity in their capacity as trustees or members, then such persons will be beneficial owners for the purposes of the Regime if such persons have the absolute and unconditional legal right to exercise, or actually exercise, significant influence or control over the activities of that trust or other vehicle, other than solely in the capacity of a director (or manager), professional advisor or professional manager.

These conditions are primarily purposive in nature and should be interpreted accordingly and in conjunction with the Regulations.

Required Particulars for Beneficial Ownership Register

The particulars of a beneficial owner that are required to be included in an In-Scope Entity's beneficial ownership register are set out in the legislation and Regulations, and include details such as name, address, date of birth and a passport or other identifying document details (or relevant corporate identifying information for a relevant legal entity) or, where applicable, a note of the status of enquiries. The register must also contain details of the date on which such individual became a registrable person with respect to an In-Scope Entity.

Required particulars must be complete, and the In-Scope Entity must have reasonable grounds to believe such particulars are confirmed, before being entered on the register.

Certain other entities are deemed by the Regime to be individuals, such as governmental or statutory bodies and international organisations, and the Regime will apply, with appropriate adjustments, to such entities as if they were individuals.

The beneficial ownership register must also include required particulars of any "relevant legal entity" that (i) directly holds an interest in an In-Scope Entity or meets one or more of the specified conditions directly in respect of that In-Scope Entity; and (ii) through which any beneficial owner or relevant legal entity indirectly owns an interest in that In-Scope Entity.

What actions should Cayman Islands companies and LLCs take?

All Cayman Islands companies and LLCs will now need to take proactive steps to determine whether they are In-Scope Entities or whether they fall outside the scope of the Regime. Those entities which are exempt should also document their determination as to status under the Regime.

In-Scope Entities, once confirmed, should commence taking various steps set out in the Regime to identify, obtain and hold information about their beneficial owners and relevant legal entities.

In light of the obligations imposed under the Regime, we will be liaising with clients to assess the impact of the Regime on their entities registered in the Cayman Islands and to provide advice on next steps. We can also advise In-Scope Entities in relation to the creation and maintenance of a beneficial ownership register, preparation of appropriate notices and such other matters required in order for In-Scope Entities or other persons and relevant legal entities to fulfil their legal obligations under Cayman Islands law.

Where we act as Cayman Islands legal counsel, but a Maples and Calder affiliate is not the current registered office services provider, we will liaise with clients as to the analysis that must be undertaken in respect of the Regime.

For assistance on any of the above matters, please liaise with your usual Maples and Calder or MaplesFS contact or any of the people listed above.


1 Each of the Companies (Amendment) Law, 2017, the Limited Liability Companies (Amendment) Law, 2017, the Beneficial Ownership (Companies) Regulations, 2017 and the Beneficial Ownership (Limited Liability Companies) Regulations, 2017 (the "Regulations") was published on 7 April 2017 and will come into force by way of a commencement order in due course.

2 See our update of 11 April 2016: Cayman Islands and UK Governments Announce Cooperation Enhancements.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


From time to time Mondaq may send you emails promoting Mondaq services including new services. You may opt out of receiving such emails by clicking below.

*** If you do not wish to receive any future announcements of services offered by Mondaq you may opt out by clicking here .


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.