Cayman Islands: The Cayman Islands Beneficial Ownership Register: What You Need To Know

Last Updated: 24 May 2017
Article by Solomon Harris

On 7 April 2017 the Cayman Islands ('Cayman') introduced new legislation and regulations requiring all companies and limited liability companies ('LLCs') registered in Cayman (and their subsidiaries) to establish and maintain a beneficial ownership register ('BOR'), unless they are 'exempted'. The legislation does not apply to Cayman exempted limited partnerships ('ELPs').

What do I need to do and when?

If you have a Cayman registered company or LLC then you will need to establish and maintain a BOR unless the company or LLC is exempt (see below). As soon as possible, you should appoint a Corporate Service Provider ('CSP') to establish and maintain the company's BOR (including an 'information technology solution' by which the competent authority can access that information). At present there is no published deadline, but we consider it would be prudent for those companies and LLCs affected to have established their BORs by no later than 30 June 2017 (the last date for Cayman to comply with its obligations under its Beneficial Ownership Information ('BOI') agreement with the United Kingdom).

Who will get to see this information?

The information will not be held on a public register. Only the 'competent authority' designated by the Minister of Financial Services will be allowed access to BOI held on a company's BOR. That competent authority will set up a secure 'search platform' by which it will be able to access the BOI held on all BORs. It will only do so in response to:

  1. a request from a designated official in a jurisdiction that has entered into an agreement with the Cayman government to share BOI with Cayman, or
  2. a request from a specified law enforcement body if the request is in compliance with the legislation governing the affairs of such body.

Only the competent authority will be able to access the information and the platform must prevent information being communicated to any person that a search is being or has been made, other than when, in what are likely to be very limited circumstances, it expressly decides to disclose that information.

Where is the information held?

The BOI will be held at the company or LLC's registered office ('RO'). The BOR itself will be established and maintained either by a CSP or the Cayman Registrar of Companies ('Registrar'). (The Registrar will charge for this service.)

Who has to keep a BOR?

Except for those companies which are exempt – see below – all companies and LLCs incorporated in Cayman which are registered under either the Companies Law (2016 Revision) ('CosLaw') or the Limited Liability Companies Law, 2016 ('LLC law') including foreign companies registered under that law. This includes:

  1. Cayman exempted companies;
  2. LLCs;
  3. Ordinary non-resident companies; and
  4. Special Economic Zone Companies.

Who is exempt from keeping a BOR?

Companies or LLCs (or their subsidiaries) which are exempted from keeping a BOR are those which are:

  1. listed on the Cayman Stock Exchange or one approved in Schedule 4 of the CosLaw;
  2. registered or holding a licence under a 'regulatory law' as defined in s. 2 of the Monetary Authority Law (2016 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 a vehicle, fund or scheme referred to in paragraph (c) that is managed, arranged, administered, operated or promoted by an approved person; or
  5. exempted by the Regulations (which currently do not provide for any other exemptions).

This means that an investment fund which is licensed by or registered with the Cayman Islands Monetary Authority ('CIMA') is exempted along with any Cayman company which is registered as an Excluded Person under the Securities Investment Business Law 2015 Revision ('SIBL') (typically a Cayman investment manager). It also means that an investment fund which is managed by an Excluded Person under SIBL is also exempted even if the investment fund is not registered or licensed with CIMA. Further, given the scope of what is defined as an 'approved person', any investment fund which is managed by a non-Cayman manager which manager is regulated in the USA, EU or in any of the other countries listed in Schedule 3 of the Money Laundering Regulations (2015 Revision) or listed on a recognised stock exchange, will also be exempt.

What information has to be kept?

The CosLaw and LLC Law each require information on 'registrable persons', which they define as beneficial owners of companies or LLCs, or relevant legal entities (as defined below) to be recorded in the BOR that are obliged to register on their company or LLC's BOR. Companies and LLCs have to identify those beneficial owners and then give them written notice asking them to confirm their status and correct any inaccurate information before it goes on the BOR. The beneficial owners must reply to this written notice within a month. This is a tight timeframe and there are significant penalties for default (see below). Beneficial owners are also obliged to supply that information and notify the company or LLC of their status as a registrable person and when they became one. Essentially the information required is the same under each law:

For individuals For entities
full legal name corporate or firm name
residential address and, if different, an address for service of notices registered or principal office
date of birth the legal form of the entity and the law by which it is governed
information identifying the individual from their passport, driver's licence or other government-issued document including –
  1. identifying number
  2. country of issue and
  3. date of issue and of expiry and
if applicable, the register of limited liability companies in which it is entered and its registration number in that register and
the date on which the individual became or ceased to be a registrable person in relation to the LLC or company in question. the date on which it became or ceased to be a registrable person in relation to the LLC or company in question.

Who is classed as a Beneficial Owner?

The BOR has to include 'registrable persons', which may be individuals or entities. Working out who is included has to be determined by applying the Regulations (Part 4 of the The Beneficial Ownership (Companies) Regulations, 2017 and Part 4 of the The Beneficial Ownership (Limited Liability Companies) Regulations, 2017). As a general guide, under both the CosLaw and LLC Law, for an individual to be classed as a beneficial owner they must hold, directly or indirectly, more than either:

  1. 25% of the shares in company
  2. 25% of the voting rights in company
  3. the right, directly or indirectly, to appoint or remove a majority of the board of directors.

If no individual meets those conditions in a-c above then an individual or trust or partnership or other non-legal person may be classed as a beneficial owner if it has the absolute and unconditional legal right to exercise (or actually exercises) significant influence or control over the company or LLC through an ownership structure or interests described in a-c above, other than solely in the capacity of a director, professional advisor or professional manager. As a general guide, companies or other 'relevant legal entities' can be registrable persons if they are incorporated, formed or registered in Cayman and would be a beneficial owner of the company if they were an individual.

How will this be enforced?

The new Companies Management (Amendment) Law, 2017 gives power to CIMA to revoke licences or impose other licensing sanctions for contraventions of the CosLaw and LLC Law. It also alters the definition of the 'business of company management' under the Companies Management Law (2003 Revision) to include the service of establishing and maintaining BORs and making them able to be searched by the 'competent authority'. It also adds ascertaining whether the BOR laws have been contravened to the list of purposes for which CIMA may seek a search warrant from a magistrate or a judge.

What are the penalties and criminal offences?

If a beneficial owner fails to respond to a valid notice from the company or LLC within a month of receiving it and has not given a valid reason for not responding, the company or LLC can apply a 'restrictions notice' to the beneficial owner's interest. The effect of such a notice is to void certain disposals (such as any transfer or agreement to transfer the interest), restrict the issue of shares and remove the ability to exercise rights associated with the interest. It is possible to apply to the Cayman Grand Court for restrictions to be lifted in certain circumstances, but if any person deals with a restricted interest or if the company or LLC issues shares in respect of that interest, such a person, company or LLC commits an offence and may be liable to a fine on summary conviction of CI$5,000. Other offences for failure to comply with the legislation (such as not keeping a BOR) include fines of CI$25,000 (for each offence) and where the offence is continuing a fine of CI$500 for each day or part of a day during which the offence continues, up to a maximum of another CI$25,000. A beneficial owner who knowingly and willfully ignores a notice from a company or LLC or knowingly or recklessly provides information which they know to be false in a material particular commits an offence punishable by up to two year's imprisonment and a fine of up to CI$10,000 or both. Unauthorised searching or disclosing information on a company or LLC's BOR is also an offence punishable by up to one year's imprisonment and a CI$5,000 fine. Also, where a company or legal entity commits an offence and it is proved that the offence was committed with the consent or connivance of, or was attributable to wilful default on the part of a director or other officer concerned in its management then that director or other officer is guilty of the same offence and liable to the same penalty as the company or legal entity.

Where do I find the rules?

The legislation which has come into force is The Companies Management (Amendment) Law, 2017; The Limited Liability Companies (Amendment) Law, 2017; The Companies (Amendment) Law, 2017; Regulations were introduced on 7 April 2017: The Beneficial Ownership (Limited Liability Companies) Regulations, 2017; and The Beneficial Ownership (Companies) Regulations, 2017.Whilst the provisions of the laws and regulations for companies and LLCs are similar, they are not exactly the same and care should be taken to ensure that you understand and take advice on the rules which specifically apply to each type of entity before taking any action.

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.