Beneficial Ownership Transparency (Amendment) Regulations, 2026 (SL 1 of 2026)

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Regulation 1

SL 1 of 2026

Beneficial Ownership Transparency Act, 2023 (Act 13 of 2023) BENEFICIAL OWNERSHIP TRANSPARENCY (AMENDMENT) REGULATIONS, 2026 (SL 1 of 2026) In exercise of the powers conferred by sections 26 and 30 of the Beneficial Ownership Transparency Act, 2023, the Cabinet makes the following Regulations —

(Amendment) Regulations, 2026.

Regulations, 2024 - definitions

referred to as the “principal Regulations”, are amended in regulation 2 as follows — (a) by renumbering regulation 2 as regulation 2(1);

(b) in regulation 2(1) as renumbered as follows — (i) by deleting the definition of the words “voting rights”; and (ii) by inserting after the definition of the words “joint arrangement”, the following definition — “ “legal entity” means — (a) a legal person; or

Regulation 3 Beneficial Ownership Transparency (Amendment) Regulations, 2026

SL 1 of 2026

(b) an entity established overseas that is similar to a legal person, and includes any other entity established in the Islands or overseas that has separate legal personality under the law by which it is governed;”; and (c) by inserting after regulation 2(1) as renumbered the following paragraph — “(2) In these Regulations — (a) a reference to the voting rights in a legal person is to be construed as the rights conferred on shareholders in respect of their shares (or, in the case of a legal person not having a share capital, on members) to vote at general meetings of the legal person on all or substantially all matters; and (b) in relation to a legal person that does not have general meetings at which matters are decided by the exercise of voting rights, a reference to exercising voting rights in the legal person shall be read as a reference to exercising rights in relation to the legal person that are equivalent to those of a person entitled to exercise voting rights in a legal person.”.

registrable beneficial owner’s particulars are not confirmed

section 11”.

discrepancies

and substituting the following paragraph — “(1) Every person referred to in section 22(2) of the Act, who, by virtue of section 22 of the Act has access to beneficial ownership information, shall notify the competent authority of any discrepancy in the information as soon as reasonably practicable, that being no later than five days after the discrepancy was discovered.”.

“another legal person” and substituting the words “a legal entity other than B”.

Beneficial Ownership Transparency (Amendment) Regulations, 2026 Regulation 7

SL 1 of 2026

through a legal entity

(a) by repealing paragraph (1) and substituting the following paragraph — “(1) This regulation applies where A — (a) holds an interest in B by virtue of indirectly holding shares or voting rights; and (b) holds an interest in B by virtue of having a majority stake as described in regulation 21 in — (i) a legal entity (“L”) which holds the shares or voting rights directly in B; or (ii) a legal entity that is part of a chain of legal entities such as is described in regulation 21(1)(b) or (2)(b) that includes L.”; and (b) in paragraph (2)(b), by deleting the words “legal person” and substituting the words “legal entity”.

(a) in the regulation heading, by inserting after the word “or” the word “voting”; and (b) by repealing paragraphs (1) and (2) and substituting the following paragraphs — “(1) A holds a share indirectly in B if A has a majority stake in a legal entity and that legal entity — (a) holds the share in B; or (b) is part of a chain of legal entities — (i) each of which, other than the last, has a majority stake in the legal entity immediately below it in the chain; and (ii) the last of which holds the share in B.

(2) A holds voting rights indirectly in B if A has a majority stake in a legal entity and that legal entity — (a) holds those voting rights; or (b) is part of a chain of legal entities — (i) each of which, other than the last, has a majority stake in the legal entity immediately below it in the chain; and (ii) the last of which holds those voting rights in B.”.

Regulation 9 Beneficial Ownership Transparency (Amendment) Regulations, 2026

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heading and substituting the following heading — “BREACHES FOR WHICH AN ADMINISTRATIVE FINE MAY BE IMPOSED”.

Made in Cabinet the 21st day of January, 2026.

Kim Bullings Clerk of the Cabinet