Beneficial Ownership Transparency (Amendment) (No. 2) Act, 2025 (Act 11 of 2025)

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Section 1

Act 11 of 2025

BENEFICIAL OWNERSHIP TRANSPARENCY (AMENDMENT) (NO. 2) ACT, 2025 (Act 11 of 2025) AN ACT TO AMEND THE BENEFICIAL OWNERSHIP TRANSPARENCY ACT, 2023 TO PROVIDE FOR THE SUBMISSION OF CERTAIN INFORMATION WHERE THE LEGAL PERSON IS A SUBSIDIARY OF A LISTED ENTITY; TO EMPOWER THE COMPETENT AUTHORITY TO PROVIDE INFORMATION IN RESPECT OF THE BENEFICIAL OWNERSHIP REGISTER OF A LEGAL PERSON TO, AMONG OTHER ENTITIES, OTHER GOVERNMENTS; TO CLARIFY THAT THE ADMINISTRATIVE FINES UNDER THE ACT ARE MAXIMUM FINES; TO ENSURE THE CONTINUED EFFECTIVENESS OF THE BENEFICIAL OWNERSHIP LEGISLATIVE FRAMEWORK; AND TO PROVIDE FOR INCIDENTAL AND CONNECTED PURPOSES ENACTED by the Legislature of the Cayman Islands.

2) Act, 2025.

2023 - exemption

“principal Act”, is amended in section 10(3) as follows — (Act 11 of 2025) I Assent, Franz Manderson Acting Governor Date: 1st December, 2025

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(a) by deleting the words “A company that is” and substituting the words “A legal person that is”; and (b) in paragraph (b), by inserting after the words “section 7” the word “of”.

required for categories of legal persons

(a) in subsection (4), by repealing paragraph (a) and substituting the following paragraph — “(a) for particulars under subsection (1)(a) — (i) the name and jurisdiction of the stock exchange; and (ii) where the legal person is a subsidiary of a listed entity, in addition to the information under subparagraph (i), the name of the listed entity;”; and (b) in subsection (6) as follows — (i) in paragraph (c), by deleting the word “and” appearing at the end of the paragraph; and (ii) by inserting after paragraph (c) the following paragraph — “(ca) the nature in which the individual owns or exercises control of the legal person; and”.

(a) in subsection (2), by inserting after the words “beneficial ownership register” the words “containing adequate, accurate and current beneficial ownership information”; and (b) in subsection (3), by inserting after the word “deposit”, the words “adequate, accurate and current”.

following subsection — “(2A)A legal person is not required to give notice to a registrable beneficial owner requesting confirmation of a relevant change if the legal person has already been informed of the relevant change and has received the required particulars.”.

ownership

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(a) in subsection (2) as follows — (i) in paragraph (a), by inserting after the word “owners” the words “, in the case where the notice refers to the matter set out in subsection (1)(a)”; and (ii) in paragraph (b), by inserting after the word “notice” the words “, in the case where the notice refers to the matter set out in subsection (1)(b)”; and (b) by inserting after subsection (3) the following subsections — “(4) If the legal person fails to provide the justification and correction referred to in subsection (2)(b) by the end of the period of thirty days beginning with the date of receipt of the notice, the corporate services provider shall — (a) subject to section 19, issue a restrictions notice to the legal person; and (b) send a copy of the restrictions notice to the competent authority within fourteen days of issuing it.

(5) If a legal person’s corporate services provider is of the opinion that — (a) the notice under section 8 or 14 was served by the legal person;

and (b) the legal person has not received compliance with the notice served under section 8 or 14, the corporate services provider shall, subject to section 19, issue a restrictions notice to the legal person concerning a relevant interest in that legal person, and shall send a copy of the restrictions notice to the competent authority within fourteen days of issuing it.”.

provider

(a) by repealing subsection (1) and substituting the following subsection — “(1) The corporate services provider of a legal person to which this Act applies shall send a restrictions notice to the legal person concerning a relevant interest in that legal person if — (a) by the end of the period of thirty days beginning with the date of receipt of the notice issued to the legal person under section 18(1) — (i) a notice under section 8 or 14 was not served by the legal person and the legal person has not provided the corporate

Section 8 Beneficial Ownership Transparency (Amendment) (No. 2) Act, 2025

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services provider with a valid reason sufficient to justify the legal person’s failure to serve the notice under section 8 or 14; or (ii) the legal person has failed to provide a justification and a correction respecting any statement identified as being false or misleading in the notice under section 18(1); or (b) a notice under section 8 or 14 was served by the legal person and the legal person has not received compliance with the notice served under section 8 or 14.”; and (b) by inserting after subsection (2) the following subsection — “(2A)Where the relevant interest is subject to a pre-existing security interest granted to a third party who is not affiliated with the legal person, the restrictions notice shall not take effect.”.

(a) in subsection (2), by repealing paragraph (ia);

(b) by inserting after subsection (2A) the following subsection — “(2B)The competent authority may provide a registrable beneficial owner with information on the search platform relating to the registrable beneficial owner.”;

(c) in subsection (4) as follows — (i) by deleting the words “Subject to subsection (5), the competent authority,” and substituting the words “The competent authority,”;

and (ii) by deleting the words “subsections (2)(a) through (g)” and substituting the words “subsection (2)(a) through (i)”;

(d) by inserting after subsection (4) the following subsection — “(4A)The competent authority, in respect of the beneficial ownership register of a legal person, may provide information to — (a) a foreign beneficial ownership authority that exercises similar functions and has similar responsibilities with respect to beneficial ownership as the competent authority;

(b) a foreign authority with designated responsibility for combatting money laundering or terrorist financing, following consultation with a relevant body in subsection (2)(a), (b), (c), (d), (e), (f), (g), (h), (i) or (j)(i); and (c) a government, government department or public authority of a country or territory or of a part of a country or territory in

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accordance with this Act, where the information is being sought in the context of a potential or actual business relationship or transaction with the legal person about whom the information is sought.”; and (e) in subsection (6), by repealing paragraph (a) and substituting the following paragraphs — “(a) for an individual, other than an individual who is a minor within the meaning of section 2 of the Age of Majority Act (1999 Revision) or an individual referred to in section 2(2) — (i) name;

(ii) country of residence;

(iii) nationality;

(iv) month and year of birth; and (v) nature of control;

(aa) for an individual referred to in section 2(2) — (i) name;

(ii) principal office;

(iii) legal form; and (iv) nature of control; and”.

substituting the following subsections — “(2) A person who commits a prescribed breach is liable to a fine of five thousand dollars.

(3) The Registrar may, in addition to the fine for the initial breach, impose a further fine of one thousand dollars for every month that the breach continues, until one of the following occurs — (a) the breach stops or is remedied;

(b) payment of the initial fine and all fines imposed for the continuing breach; or (c) the total of the initial fine and all fines for the continuing breach amounts to twenty-five thousand dollars.

(3A) In determining the amount of an administrative fine to be imposed under subsection (2) or (3), the Registrar shall take into account the rules referred to in section 29.”.

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the following paragraphs — “(a) the matters that are to be taken into account in making an initial assessment of the amount of an administrative fine;

(aa) aggravating and mitigating factors that are to be taken into account in making a final assessment of the amount of an administrative fine to be imposed; and”.

Passed by the Parliament the 5th day of November, 2025.

Hon. D. Ezzard Miller Speaker Zena Merren-Chin Clerk of the Parliament