KEY TAKEAWAYS
- Entities have ongoing obligations to keep beneficial ownership information up to date.
- Legislative developments have clarified what information needs to be reported for trusts and deemed beneficial owners.
- Regulations gazetted previously are all now in effect.
Update on the beneficial ownership reporting regime
Ongoing obligations and developments
Changes to the beneficial ownership reporting regime took effect on 31 July 2024, with enforcement relating to the new requirements commencing in January 2025.
Many entities that previously had few or no obligations have recently had to take steps to comply, in particular identifying any beneficial owners and filing monthly reports. Now that the monthly reporting process is well bedded in, this advisory aims to provide a brief reminder of the ongoing obligation of in-scope entities ("Legal Persons") to keep information up to date, as well as to highlight the latest legislative developments.
Do Legal Persons which benefit from an alternative route to compliance have an obligation to file updated information?
Where a Legal Person that benefits from an alternative route to compliance becomes aware that any information in the written confirmation of its alternative route to compliance (see below) has ceased to be true, it must, within 30 days, provide its corporate services provider ("CSP") with an amended written confirmation correcting the erroneous information and providing any additional information required, and instruct its CSP to file the amended confirmation with the competent authority.
By way of reminder, the information in the written confirmation of a Legal Person's alternative route to compliance is as follows:
- for CIMA registered investment funds, the CSP must provide the contact details of a Contact Person;
- for Legal Persons licensed under a Cayman Islands regulatory law, the CSP must provide the regulatory law under which the Legal Person is licensed;
- for Legal Persons listed on the Cayman Islands Stock Exchange or an approved stock exchange, the CSP must provide the name and jurisdiction of the stock exchange; and
- for Legal Persons which are subsidiaries of an entity listed on the CSX or an approved stock exchange, the CSP must provide details of its parent's listing.
What ongoing obligations to file updated information apply to Legal Persons which do not benefit from an alternative route to compliance?
If a Legal Person becomes aware of a relevant change, it must as soon as reasonably practicable (and no later than 30 days after it learns of the change or had reasonable cause to believe that the change had occurred), request its CSP update the register accordingly. For this purpose, a "relevant change" will occur if the registrable beneficial owner ("RBO") ceases to be a RBO, or a new RBO is identified due to changes in a Legal Person's direct or indirect ownership or control or there is a change in the particulars the Legal Person has previously provided (see below). The Legal Person must also update its CSP if the RBO is deceased and has ceased to be a RBO. By way of reminder of the particulars, please see the table below.
Further developments
Clarification of the details required of DBOs and CTs as discussed above was contained in amendments to the Beneficial Ownership Transparency Act and related regulations gazetted on 27 February 2025, following consultation with industry. Additional legislative developments, as set out in our previous advisory came into effect in February 2025 relating to: (i) access to beneficial ownership information by foreign beneficial ownership competent authorities subject to certain restrictions; and (ii) the ability for a limited category of persons to apply to the Registrar for access to beneficial ownership information in respect of a specific Legal Person where they have a legitimate interest and there is evidence that the Legal Person is linked to money laundering and its predicate offences or terrorist financing. Also in February, regulations came into effect which provide a mechanism whereby an individual beneficial owner can apply to the Registrar for their beneficial ownership information to be withheld from such disclosure where the applicant reasonably believes that the disclosure of such information will place the applicant or an individual living in the same household as the applicant at serious risk of kidnapping, extortion, violence, intimidation or any similar danger or serious risk.
Next steps
Please view our detailed advisory and FAQs for an overview of the BORR.
Our extensive beneficial ownership reporting regime compliance experience means we are always on hand to help. Please get in touch with one of the contacts listed below or your usual Walkers contact if you wish to discuss.
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.
