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Revised under the authority of Law Revision Act (2020 Revision). Originally made \u2014 Regulations, 2017-23rd March, 2017 Regulations, 2018-28th February, 2018 Regulations, 2020-21st July, 2020. Consolidated and revised this 31st day of December, 2022. Note (not forming part of these Regulations): This revision replaces the 2019 Revision which should now be discarded. Revision) Arrangement of Regulations Limited Liability Companies Act (2023 Revision) BENEFICIAL OWNERSHIP (LIMITED LIABILITY COMPANIES) REGULATIONS (2023 Revision) Arrangement of Regulations Regulation\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_1\", \"num\": \"1.\", \"text\": \"PART 1 - PRELIMINARY\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_2\", \"num\": \"2.\", \"text\": \"PART 2 - ADDITIONAL MATTERS TO BE NOT ED IN BENEFICIAL OWNERSHIP REGISTER\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_3\", \"num\": \"3.\", \"text\": \"Duty of limited liability company to provide additional matters to corporate services 4. 5. 6.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_7\", \"num\": \"7.\", \"text\": \"PART 2A \u2013 Duties of Corporate Services Providers 7A. Confirmation of a limited liability company\u2019s exemption from the application of Part 12 of 7B. 7C. Arrangement of Regulations Revision) PART 3 - RESTRICTIONS NOTICES 8.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_9\", \"num\": \"9.\", \"text\": \"PART 3A \u2013 ADMINISTRATIVE FINES 9A. 9B. 9C. 9D. 9E. 9F. PART 4 - INTERPRETATION: HOLDING AN INTEREST IN A LIMITED LIABILITY COMPANY DIRECTLY OR INDIRECTLY 10. 11. 12.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_13\", \"num\": \"13.\", \"text\": \"PART 5 - INTERPRETATION OF MISCELLANEOUS TERMS AND RULES RESPECTING THE HOLDING OF LLC INTERESTS AND RIGHTS AND RESPECTING LIMITED PARTNERS 14. 15. 16. 17. 18. 19. 20. 21.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_22\", \"num\": \"22.\", \"text\": \"SCHEDULE APPLICATION FOR AN APPEAL TO THE COMPETENT AUTHORITY ENDNOTES Revision) Regulation 1 Limited Liability Companies Act (2023 Revision) BENEFICIAL OWNERSHIP (LIMITED LIABILITY COMPANIES) REGULATIONS (2023 Revision) 1. Citation 1. These Regulations may be cited as the Beneficial Ownership (Limited Liability Companies) Regulations (2023 Revision). PART 1 - PRELIMINARY 2. Definitions 2. In these Regulations \u2014 \u201cthe Act\u201d means the Limited Liability Companies Act (2023 Revision); \u201carrangement\u201d includes \u2014 (a) a scheme, agreement or understanding, whether or not it is legally enforceable; and (b) a convention, custom or practice of any kind, but something does not count as an arrangement unless there is at least some degree of stability about it (whether by its nature or terms, the time it has been in existence or otherwise); \u201cjoint arrangement\u201d means an arrangement between the holders of LLC interests (or rights) that they will exercise all or substantially all the rights Regulation 3 Revision) conferred by their respective LLC interests (or rights) jointly in a way that is pre-determined by the arrangement; \u201climited liability company\u201d means a limited liability company to which Part 12 of the Act applies except in regulations 7A and 7B, where it has the meaning assigned by the Law; \u201climited partner\u201d means \u2014 (a) a limited partner in a limited partnership registered under the Partnerships Act (2013 Revision) or the Exempted Limited Partnership Act (2021 Revision), other than one who takes part in the management of the partnership business; or (b) an individual or a legal entity who is a foreign limited partner and participates in limited partnership arrangements established under the law of a country or territory outside the Islands; \u201cvoting rights\u201d \u2014 (a) means rights to vote at general meetings of the limited liability company or legal entity in question, including rights that arise only in certain circumstances; and (b) in relation to a legal entity that does not have general meetings at which matters are decided by the exercise of voting rights, shall be read as a reference to rights in relation to the entity that are equivalent to those of a person entitled to exercise voting rights in a limited liability company; and \u201cwithdrawal notice\u201d means a notice issued by a corporate services provider under section 99 of the Act that withdraws a restrictions notice. PART 2 - ADDITIONAL MATTERS TO BE NOT ED IN BENEFICIAL OWNERSHIP REGISTER 3. Duty of limited liability company to provide additional matters to corporate services provider 3. (1) A limited liability company shall provide in writing to a corporate services provider the additional matters required to be noted by this Part. (2) Where any additional matter noted in a limited liability company\u2019s beneficial ownership register in accordance with regulation 4, 5, 6 or 7 ceases to be true, the limited liability company shall, within one month of becoming aware of that fact \u2014 (a) update its beneficial ownership register to reflect any new information received regarding the additional matter, once that information is confirmed; or (b) note in its beneficial ownership register \u2014 Revision) Regulation 4 (i) that the additional matter has ceased to be true; and (ii) the date on which the additional matter ceased to be true.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_4\", \"num\": \"4.\", \"text\": \"Additional matters where there is no registrable beneficial owner or relevant legal entity 4. (1) This regulation applies where a limited liability company knows or has reasonable cause to believe that there is no registrable beneficial owner or relevant legal entity in relation to the limited liability company. (2) The limited liability company shall note in its beneficial ownership register the words \u201cno registrable person identified\u201d to show that \u2014 (a) the limited liability company knows or has reasonable cause to believe that there is no registrable beneficial owner or relevant legal entity in relation to it; or (b) the limited liability company has taken reasonable steps to identify all beneficial owners and relevant legal entities and has not, in the course of taking such steps, been able to identify any registrable person.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_5\", \"num\": \"5.\", \"text\": \"Additional matters where an identified registrable person\u2019s particulars are not confirmed 5. (1) This regulation applies where \u2014 (a) a limited liability company has identified a registrable person in relation to it; and (b) all the required particulars of that person have not yet been confirmed for the purposes of section 79 of the Law. (2) The limited liability company shall note in its beneficial ownership register the words \u201cconfirmations pending\u201d to show that the limited liability company has identified a registrable person in relation to the limited liability company but that all the required particulars of that person have not yet been confirmed.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_6\", \"num\": \"6.\", \"text\": \"Additional matters where a limited liability company\u2019s investigations are ongoing 6. (1) This regulation applies where a limited liability company \u2014 (a) is not required to place a note in its beneficial ownership register by regulation 4, or 5; (aa)  is not exempt under section 71(1) of the Law; (b) has not entered, and is not required to enter, the required particulars of any registrable person or registrable relevant legal entity in its beneficial ownership register; and (c) has not yet completed taking reasonable steps to find out if there is anyone who is a registrable person. Regulation 7 Revision) (2) The limited liability company shall note in its beneficial ownership register the words \u201cenquiries pending\u201d to show that it is still in the process of taking reasonable steps to find out if there is anyone who is a registrable person in relation to the limited liability company. (3)  If at any time between \u2014 (a)  the date on which a limited liability company is formed and registered or registered by way of continuation under the Law; and (b)  the date on which limited liability company is dissolved and removed from the register under the Law, the limited liability company\u2019s beneficial ownership register contains the note \u201cenquiries pending\u201d for an uninterrupted period of not less than three calendar months, the fact that the note remains in the register for that period shall be prima facie evidence that a breach of section 79(1) of the Act has occurred. 7. Additional matters where a corporate services provider has issued a restrictions notice 7. (1) This regulation applies where a corporate services provider has issued a restrictions notice. (2) The corporate services provider shall note in the limited liability company\u2019s beneficial ownership register the words \u201crestrictions notice issued\u201d and the date of issue of the notice to show that it has issued the restrictions notice. (3) Where the corporate services provider withdraws a restrictions notice under section 99 of the Law, the corporate services provider shall note in the limited liability company\u2019s beneficial ownership register\u2014 (a) the words \u201crestrictions notice withdrawn\u201d to show that it has withdrawn the restrictions notice by giving a withdrawal notice; and (b) the date specified in the withdrawal notice as the date on which the withdrawal notice was given. (4) Where a court makes an order under section 96 of the Act directing that a relevant interest in the limited liability company cease to be subject to restrictions, the corporate services provider shall note in the limited liability company\u2019s beneficial ownership register \u2014 (a) the words \u201crestrictions ceased by court order\u201d to show that the court has made an order under section 96 of the Act directing that a relevant interest in the limited liability company cease to be subject to restrictions; and (b) the date on which the court\u2019s order takes effect. Revision) Regulation 7A PART 2A \u2013 Duties of Corporate Services Providers 7A. Confirmation of a limited liability company\u2019s exemption from the application of Part 12 of the Law 7A. (1) Where a limited liability company is exempt from the application of Part 12 of the Law, the corporate services provider that provides registered office services to the limited liability company shall provide the competent authority with all relevant information from the written confirmation of the exemption provided by the limited liability company under section 79(1A) of the Law. (2)  The relevant information shall be provided by way of the search platform established pursuant to section 260 of the Companies Act (2023 Revision), in the place and manner and at such intervals as are required of corporate services providers by section 87 of the Act and these Regulations. (3)  The written confirmation of the exemption required to be provided by a limited liability company by section 79(1A) of the Act shall include the following information for the purposes of paragraph (a)(ii) of that section \u2014 (a) for an exemption under section 71(1)(a) of the Law, the name of the stock exchange; (b) for an exemption under section 71(1)(c), the names of the approved person, the regulator or the stock exchange that is relevant to the approved person and the jurisdiction in which that regulator or stock exchange is established; (c) for an exemption under section 71(1)(d), the names of the relevant regulator and the jurisdiction in which that regulator is established; (d)  for an exemption under section 71(1)(e) \u2014 (i) where the vehicle, fund or scheme is registered or holds a licence under a regulatory law, the name of the partnership; or (ii) where the vehicle, fund or scheme is managed, arranged, administered or operated by an approved person, the names of the partnership, the approved person and the regulator or stock exchange that is relevant to the approved person and the jurisdiction in which that regulator or stock exchange is established; (e) for an exemption under section 71(1)(f), the name of the relevant legal entity holding a licence under the relevant Act referred to in that section; (f) for an exemption under section 71(1)(g), such information as may be specified in the Regulations. (4)  Where a limited liability company is exempted on the basis that it is a subsidiary of one or more legal entities described in section 71(1), the written confirmation shall include \u2014 Regulation 7B Revision) (a) the names of \u2014 (i) every legal entity described in that section of which the limited liability company is a subsidiary for the reasons set out in section 71(3)(a) or (b); or (ii)  the ultimate parent or parents in each chain of exempted legal entities, where the company is a subsidiary by reason only of section 71(3)(c); and (b)  in respect of each legal entity named pursuant to paragraph (a), the paragraph of section 71(1) that provides for the exemption and such additional information as is relevant to that paragraph. (5) Where, in the case of an exemption under section 71(1)(e) of the Law, the general partner is a general partner of more than one partnership which qualifies for the exemption, the written confirmation of the exemption need only name one such partnership. (6) Where a limited liability company is exempt from the application of Part 12 of the Act under more than one paragraph of section 71(1), the written confirmation of the exemption need only include the information required by one subparagraph of paragraph (3) of this regulation that applies to the limited liability company. (7) The written confirmation referred to in paragraph (4) need only include the names of legal entities or parent entities required under one of the subsubparagraphs of paragraph (4)(a) that applies to the limited liability company. 7B. Changes to information in confirmation of exemption 7B. (1) If a limited liability company that has provided a written confirmation of exemption to a corporate services provider in accordance with section 79(1A) of the Act becomes aware that any information in the confirmation has ceased to be true, the limited liability company shall, within one month of becoming aware of that fact, provide the corporate services provider with \u2014 (a) an amended written confirmation of the exemption correcting the erroneous information and  including any additional information required by these Regulations; and (b) instructions to file the amended confirmation of exemption with the competent authority. (2) On receipt of an amended confirmation of exemption provided under paragraph (1), a corporate services provider shall provide the competent authority with all relevant information from the amended confirmation or exemption, in accordance with the requirements of regulation 7A(2). Revision) Regulation 7C 7C. Deposit of beneficial ownership information 7C. (1) Corporate services providers shall deposit with the competent authority not less than once in each month \u2014 (a) the beneficial ownership information required to be deposited under section 87(2) of the Act and the relevant information required under regulation 7A(1) respecting a confirmation of exemption; or (b) if the beneficial ownership information and relevant information referred to in subparagraph (a) has not changed since the prior deposit of such information, a notice that there has been no change to the information since that time. (2) The beneficial ownership information and notice referred to in paragraph (1) shall be deposited in the manner specified by the competent authority as being compatible with its search platform. (3)  Notwithstanding paragraph (1), a limited liability company that is in liquidation need only deposit the beneficial ownership information and notice referred to in that paragraph every ninety days. PART 3 - RESTRICTIONS NOTICES\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_8\", \"num\": \"8.\", \"text\": \"Content of a restrictions notice 8. A restrictions notice shall \u2014 (a) specify the date on which it is issued; (b) identify the interest in the limited liability company that is relevant to the restrictions notice by reference to the shares or right in question; (c) explain the effect of the notice; (d) state that, by virtue of the notice, certain acts or failures to act may constitute an offence; and (e) state that an aggrieved person may apply to the court for an order directing that the relevant interest cease to be subject to restrictions. 9. Withdrawal of a restrictions notice 9. Where a corporate services provider is required to withdraw a restrictions notice under section 99 of the Law, the withdrawal notice shall \u2014 (a) be given before the end of the period of fourteen days beginning with the day on which the corporate services provider is required to withdraw the restrictions notice under that section; (b) specify the date on which the withdrawal notice is given; Regulation 9A Revision) (c) identify the interest in the limited liability company that is relevant to the restrictions notice by reference to the shares or right in question; and (d) state that the relevant interest is no longer subject to restrictions. PART 3A \u2013 ADMINISTRATIVE FINES 9A. Definitions in this Part 9A. In this Part \u2014 \u201cadministrative fine notice\u201d means an administrative fine notice issued by the Registrar under regulation 9B in accordance with section 56A of the Act to a person who breaches a provision of Part 12 of the Act that is specified in the Schedule of the Law; \u201capplicant\u201d means a person who appeals against the decision of the Registrar to impose an administrative fine in accordance with section 56A of the Law; \u201coriginal decision\u201d means the decision of the Registrar to impose the administrative fine specified in an administrative fine notice, in accordance with section 56A of the Law; and \u201creview committee\u201d means a committee appointed by the competent authority under regulation 9C(3). 9B. Administrative fine notice 9B. (1) The Registrar may impose an administrative fine, which is set out in the Schedule of the Law, in accordance with Part 10A of the Act for a breach of a provision under Part 12 of the Law, by issuing to a person, an administrative fine notice in accordance with paragraphs (2) and (3). (2)  An administrative fine notice referred to in paragraph (1) shall specify \u2014 (a)  the date on which the notice was issued; (b)  the breach for which the fine is imposed and the provision under the Law; (c)  details of the breach; (d)  the amount of the fine; (e)  how payment should be made; (f)  the date by which the administrative fine should be paid; (g)  the effects of non-payment; and (h)  the process for appealing against the decision of the Registrar to impose the administrative fine. (3)  The Registrar may issue an administrative fine notice under paragraph (2) \u2014 Revision) Regulation 9C (a)  to an individual, by sending the notice to the most recent email address provided by the individual to the Registrar; or (b)  to a body corporate, by sending the notice to the most recent email address provided to the Registrar of \u2014 (i)  a director, manager or officer of the body corporate; or (ii)  its corporate services provider. 9C. Appeal to the competent authority 9C. (1) A person who receives an administrative fine notice may, by application, appeal against the decision of the Registrar to impose the administrative fine to the competent authority. (2)  An application under paragraph (1) shall be made in the form set out in the Schedule, within thirty days from the date of receipt of the administrative fine notice. (3)  The competent authority shall, on receipt of an application under paragraph (1), appoint a review committee to conduct an inquiry concerning the matters raised in the application under paragraph (1). 9D. Review committee 9D. (1) The review committee shall comprise the following officers of the ministry with responsibility for financial services \u2014 (a)  two persons with knowledge and experience in accounting, financial services, banking or compliance; and (b)  an attorney-at-law. (2)  The competent authority shall not appoint to the review committee, any officer who assisted the Registrar in decision making regarding the fine. (3)  Subject to any directions that may be given by the competent authority, the review committee may regulate its own procedure. (4)  The review committee shall notify the Registrar of an application submitted under regulation 9C(1) and the grounds on which the applicant relies and the Registrar may make written representations to the review committee concerning the application, but shall not otherwise participate in any discussion, decision, debate or vote of the review committee concerning the application. (5)  The competent authority may by notice in writing, require an applicant to provide such documents, statements or any other information as it may reasonably require in the exercise of its functions. (6)  An applicant who receives a notice under paragraph (5), shall comply with that notice within the period and in the manner specified in the notice. Regulation 9E Revision) (7)  The review committee shall upon completing the inquiry, report its findings and recommendations to the competent authority. 9E. Decision by the competent authority 9E. (1) The competent authority shall, upon receipt of the report of the review committee, consider and determine the application under regulation 9C(1) and may affirm or set aside the original decision. (2)  The competent authority shall have regard to, but is not bound by, the findings and recommendations of the review committee. (3)  The competent authority shall, within fifteen working days of receipt of an application under regulation 9C(1), give the applicant notice of its decision. (4)  Where the competent authority affirms the original decision, the notice of the decision on the application shall also state \u2014 (a)  the reasons for the decision; and (b)  that the applicant may apply to the Grand Court for judicial review of the decision. (5) Where the competent authority sets aside the original decision, the original decision is deemed never to have been made. 9F. No stay of original decision 9F. An appeal under regulation 9C does not stay the operation of the original decision by the Registrar to impose an administrative fine as specified in the administrative fine notice. 9G. Evidentiary provisions 9G. For the purpose of regulation 9C(2), where the administrative fine notice is sent to a person by email, the date the email is sent is considered the date of receipt. PART 4 - INTERPRETATION: HOLDING AN INTEREST IN A LIMITED LIABILITY COMPANY DIRECTLY OR INDIRECTLY\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_10\", \"num\": \"10.\", \"text\": \"Application of Part 4 10. For the purposes of determining whether a person meets the specified conditions for beneficial ownership under section 73 or 74 of the Act or is a registrable person under section 77 of the Law, this Part specifies the circumstances in which \u2014 (a) a person (\u201cV\u201d) is to be regarded as directly holding an interest in a limited liability company (\u201cW\u201d); and Revision) Regulation 11 (b) an interest held by V in W is to be regarded as held indirectly through a legal entity.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_11\", \"num\": \"11.\", \"text\": \"Holding an interest in a limited liability company directly 11. (1) V holds an interest in limited liability company W directly if \u2014 (a) V holds an LLC interest in W directly; (b) V holds, directly, voting rights in W; (c) V holds, directly, the right to appoint or remove a manager of W; (d) V has the right to exercise, or actually exercises, significant influence or control directly over W; or (e) paragraph (2) is satisfied. (2) This paragraph is satisfied where \u2014 (a) the trustees of a trust (or the members of a partnership or other entity that, under the law by which it is governed is not a legal person) hold an interest in W in a way mentioned in regulation (1)(a) to (d); and (b) V has the right to exercise, or actually exercises, significant influence or control directly over the activities of that trust, partnership or other entity.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_12\", \"num\": \"12.\", \"text\": \"Holding an interest in a limited liability company indirectly through a legal entity 12. (1) This regulation applies where V \u2014 (a) holds an interest in limited liability company W by virtue of indirectly holding an LLC interest in W; and (b) does so by virtue of having a majority stake as described in regulation 13(3) in \u2014 (i) a legal entity (\u201cL\u201d) which holds the LLC interest directly; or (ii) a legal entity that is part of a chain of legal entities such as is described in regulation 13(1)(b) or (2)(b) that includes L. (2) Where this regulation applies, V holds the interest in W \u2014 (a) through L; and (b) through each other legal entity in the chain mentioned in paragraph (1)(b)(ii). 13. LLC interests held indirectly 13. (1) A person holds an LLC interest indirectly if the person has a majority stake in a legal entity and that entity \u2014 (a) holds the LLC interest in question; or (b) is part of a chain of legal entities \u2014 Regulation 14 Revision) (i) each of which (other than the last) has a majority stake in the entity immediately below it in the chain; and (ii) the last of which holds the LLC interest. (2) A person holds a right indirectly if the person has a majority stake in a legal entity and that entity \u2014 (a) holds that right; or (b) is part of a chain of legal entities \u2014 (i) each of which (other than the last) has a majority stake in the entity immediately below it in the chain; and (ii) the last of which holds that right. (3) For these purposes, A has a majority stake in B if \u2014 (a) A holds a majority of the voting rights in B; (b) A is a member of B and has the right to appoint or remove a majority of the managers of B; (c) A is a member of B and controls alone, pursuant to a joint agreement with other members, a majority of the voting rights in B; or (d) A has the right to exercise, or actually exercises, dominant direct influence or control over B. PART 5 - INTERPRETATION OF MISCELLANEOUS TERMS AND RULES RESPECTING THE HOLDING OF LLC INTERESTS AND RIGHTS AND RESPECTING LIMITED PARTNERS\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_14\", \"num\": \"14.\", \"text\": \"Application of Part 5 14. This Part applies for the purposes of determining whether a person meets the specified conditions for beneficial ownership under section 73 or 74 of the Act or holds a relevant interest for the purposes of the provisions respecting restrictions notices under Part 12 of the Law.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_15\", \"num\": \"15.\", \"text\": \"Joint interests and arrangements 15. (1) If two or more persons each hold an LLC interest jointly, each of them is treated as holding that LLC interest. (2) If LLC interests held by a person and LLC interests held by another person are the subject of a joint arrangement between those persons, each of them is treated as holding the combined LLC interests of both of them. Revision) Regulation 16\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_16\", \"num\": \"16.\", \"text\": \"Voting rights 16. (1) A reference to the voting rights in a legal entity is to the rights conferred on the persons holding LLC interests to vote at general meetings of the entity on all or substantially all matters. (2) In relation to a legal entity 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 entity shall be read as a reference to exercising rights in relation to the entity that are equivalent to those of a person entitled to exercise voting rights in a limited liability company.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_17\", \"num\": \"17.\", \"text\": \"Voting rights in a legal entity 17. In applying this Part, the voting rights in a legal entity shall be reduced by any rights held by the entity itself.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_18\", \"num\": \"18.\", \"text\": \"Rights to appoint or remove managers 18. A reference to the right to appoint or remove a majority of the managers of a legal entity is to the right to appoint or remove managers holding a majority of the voting rights at meetings of the managers on all or substantially all matters.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_19\", \"num\": \"19.\", \"text\": \"Rights treated as held by person who controls their exercise 19. (1) Where a person controls a right, the right is to be treated for the purposes of these Regulations as held by that person (and not by the person who in fact holds the right, unless that person also controls it). (2) Where a relevant interest is treated under this regulation as held by a person other than the person who in fact holds the interest, both the holder and the other person shall be regarded as having the relevant interest. (3) A person controls a right if, by virtue of any arrangement between that person and others, the right is exercisable only \u2014 (a) by that person; (b) in accordance with that person\u2019s directions or instructions; or (c) with that person\u2019s consent or concurrence.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_20\", \"num\": \"20.\", \"text\": \"Rights exercisable only in certain circumstances etc. 20. (1) Rights that are exercisable only in certain circumstances shall be taken into account only \u2014 (a) when the circumstances have arisen, and for so long as they continue to subsist; or (b) when the circumstances are within the control of the person having the rights. Regulation 21 Revision) (2) Notwithstanding paragraph (1), rights that are exercisable by an administrator or by creditors while a legal entity is in insolvency proceedings shall not be taken into account even while the entity is in those proceedings. (3)  Rights that are normally exercisable but are temporarily incapable of exercise shall continue to be taken into account.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_21\", \"num\": \"21.\", \"text\": \"Rights attached to LLC interests held by way of security 21. Rights attached to LLC interests held by way of security provided by a person shall be treated as held by that person \u2014 (a) where apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in accordance with that person\u2019s instructions; and (b) where the LLC interests are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in that person\u2019s interests. 22. Certain limited partners 22. (1) An individual or a legal entity does not meet the specified conditions for being a beneficial owner or a relevant legal entity in relation to a limited liability company by virtue only of being a limited partner. (2) An individual or a legal entity does not meet the specified conditions in section 73(3) of the Act in relation to a limited liability company (or to the extent they may otherwise apply to such legal entity by virtue of section 74(3) of the Act) by virtue only of, directly or indirectly holding an LLC interest in or in relation to a limited partner which (in its capacity as such) would meet the condition if it were an individual. (3) Paragraphs (1) and (2) do not apply for the purposes of determining under section 73(5) of the Act (to the extent such section would apply to such legal entity by virtue of section 74(3) of the Law) whether the members of a partnership or other entity meet the conditions in section 73(3) or (4) of the Act (to the extent such section would apply to such legal entity by virtue of section 74(3) of the Law) in their capacity as such. Revision) SCHEDULE SCHEDULE (regulation 9C(2)) APPLICATION FOR AN APPEAL TO THE COMPETENT AUTHORITY To: The competent authority At:_____________________________________________________________________ (The physical address of the competent authority) OR If the competent authority accepts the sending of an application under regulation 9C at a particular email address: ________________________________________________________________________ (The email address of the competent authority TAKE NOTICE that, under regulation 9C, the following person applies to the competent authority to appeal against the decision of the Registrar to impose the administrative fine by administrative fine notice received by the person on: ________________________________________________________________________ (Here insert date the notice was received and, if two or more administrative fine notices were given on that day. Identify the fine(s) in the administrative fine notice(s) which are the subject of the appeal.) Applicant\u2019s full name: _____________________________________________________ The applicant\u2019s physical address is: ___________________________________________ ________________________________________________________________________ The applicant\u2019s email address for notices from the competent authority to the person is: ________________________________________________________________________ Particulars about the application are as follows: The relevant prescribed provision set out in the administrative fine notice is: ________________________________________________________________________ SCHEDULE Revision) The grounds of appeal on which the person relies are: ________________________________________________________________________ ________________________________________________________________________ The facts and circumstances that the person relies on for the grounds are: ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ (Here insert the facts and circumstances relied on, including those contended to be different from those set out in the relevant administrative fine notice and any relevant surrounding circumstances.) Dated ______________________, 20_____. ______________________________________________________ Signed on behalf of the applicant ______________________________________________________ Position with the applicant (If the applicant is not an individual) Revision) SCHEDULE Publication in consolidated and revised form authorised by the Cabinet this 10th day of January, 2023. Kim Bullings Clerk of the Cabinet. Revision) ENDNOTES ENDNOTES Table of Legislation History: SL # Act\/Law # Legislation Commencement Gazette 107\/2020 Beneficial Ownership (Limited Liability Companies) (Amendment) Regulations, 2020 22-Jul-2020 LG54\/2020\/s3 Beneficial Ownership (Limited Liability Companies) Regulations (2019 Revision) 14-Feb-2019 LG1\/2019\/s3 10\/2018 Beneficial Ownership (Limited Liability Companies) (Amendment) Regulations, 2018 2-Mar-2018 GE18\/2018\/s2 22\/2017 Limited Liability Companies (Amendment) Law, 2017 (Commencement) Order, 2017 21-Apr-2017 GE34\/2017\/s3 101\/2017 Beneficial Ownership (Limited Liability) Regulations, 1-Jul-2017 GE31\/2017\/s5 ENDNOTES Revision) Revision) ENDNOTES ENDNOTES Revision) (Price: $5.60)\", \"element\": \"section\", \"heading\": null}], \"meta\": {\"notes\": null, \"workflow\": null, \"lifecycle\": {\"source\": \"#cilegis\", \"eventRef\": [{\"eId\": \"e_commence_2023_01_01\", \"date\": \"2023-01-01\", \"type\": \"generation\", \"source\": \"#cilegis\"}]}, \"references\": {\"source\": \"#canary\", \"TLCRole\": [], \"TLCEvent\": [{\"eId\": \"ev_commencement\", \"href\": \"\/akn\/ontology\/canary\/event\/commencement\", \"showAs\": \"commencement\"}], \"TLCPerson\": [], \"TLCConcept\": [{\"eId\": \"inForce\", \"href\": \"\/akn\/ontology\/canary\/concept\/temporal\/in-force\", \"showAs\": \"in force\"}], \"TLCProcess\": [], \"TLCLocation\": [], \"TLCOrganization\": [{\"eId\": \"cilegis\", \"href\": \"\/akn\/ontology\/canary\/organization\/editor\/cilegis\", \"showAs\": \"Cayman Islands legislation mirror (kyleg)\"}]}, \"temporalData\": {\"source\": \"#cilegis\", \"temporalGroup\": [{\"eId\": \"tg_inforce_2023_01_01\", \"timeInterval\": [{\"end\": null, \"start\": \"#e_commence_2023_01_01\", \"duration\": null, \"refersTo\": \"#inForce\"}]}]}, \"classification\": null, \"identification\": {\"source\": \"#cilegis\", \"FRBRWork\": {\"FRBRuri\": \"\/akn\/ky\/act\/sl\/2017\/017a\", \"FRBRdate\": [{\"date\": \"2023-01-01\", \"name\": \"generation\"}], \"FRBRthis\": \"\/akn\/ky\/act\/sl\/2017\/017a\/!main\", \"FRBRalias\": [{\"name\": \"cmsId\", \"value\": \"2017-017A\"}], \"FRBRauthor\": [{\"as\": \"#editor\", \"href\": \"\/akn\/ontology\/canary\/organization\/editor\/cilegis\"}], \"FRBRnumber\": \"017A of 2017\", \"FRBRcountry\": \"ky\", \"FRBRsubtype\": \"subordinate\"}, \"FRBRExpression\": {\"FRBRuri\": \"\/akn\/ky\/act\/sl\/2017\/017a\/eng@2023-01-01\", \"FRBRdate\": [{\"date\": \"2023-01-01\", \"name\": \"generation\"}], \"FRBRthis\": \"\/akn\/ky\/act\/sl\/2017\/017a\/eng@2023-01-01\/!main\", \"FRBRauthor\": [{\"as\": \"#editor\", \"href\": \"\/akn\/ontology\/canary\/organization\/editor\/cilegis\"}], \"FRBRlanguage\": \"eng\"}, \"FRBRManifestation\": {\"FRBRuri\": \"\/akn\/ky\/act\/sl\/2017\/017a\/eng@2023-01-01.xml\", \"FRBRdate\": [{\"date\": \"2026-06-22\", \"name\": \"generation\"}], \"FRBRthis\": \"\/akn\/ky\/act\/sl\/2017\/017a\/eng@2023-01-01.xml\", \"FRBRauthor\": [{\"as\": \"#editor\", \"href\": \"\/akn\/ontology\/canary\/organization\/editor\/cilegis\"}], \"FRBRformat\": \"application\/xml\"}}}, \"name\": \"act\", \"header\": {\"title\": \"Beneficial Ownership (Limited Liability Companies) Regulations\", \"actNumber\": \"017A of 2017\", \"longTitle\": null}}, \"doc\": null, \"bill\": null, \"judgment\": null}}","akn_full_text":"CAYMAN ISLANDS\n\nLimited Liability Companies Act\n(2023 Revision)\nBENEFICIAL OWNERSHIP (LIMITED\nLIABILITY COMPANIES) REGULATIONS\n(2023 Revision)\n\nSupplement No. 2 published with Legislation Gazette No. 1 dated 12th January, 2023.\n\nPage 2\nRevised as at 31st December, 2022\nc\n\nPUBLISHING DETAILS\n\nBeneficial Ownership (Limited Liability Companies) Regulations, 2017 consolidated with\nthe Beneficial Ownership (Limited Liability Companies) (Amendment) Regulations, 2018.\n\nRevised under the authority of Law Revision Act (2020 Revision).\n\nOriginally made \u2014\nRegulations, 2017-23rd March, 2017\nRegulations, 2018-28th February, 2018\nRegulations, 2020-21st July, 2020.\n\nConsolidated and revised this 31st day of December, 2022.\n\nNote (not forming part of these Regulations): This revision replaces the 2019 Revision\nwhich should now be discarded.\n\nBeneficial Ownership (Limited Liability Companies) Regulations (2023\nRevision)\nArrangement of Regulations\n\nc\nRevised as at 31st December, 2022\nPage 3\n\nCAYMAN ISLANDS\n\nLimited Liability Companies Act\n(2023 Revision)\nBENEFICIAL OWNERSHIP (LIMITED LIABILITY\nCOMPANIES) REGULATIONS\n(2023 Revision)\nArrangement of Regulations\nRegulation\nPage\n1.\nCitation ......................................................................................................................................5\nPART 1 - PRELIMINARY\n2.\nDefinitions ..................................................................................................................................5\nPART 2 - ADDITIONAL MATTERS TO BE NOT ED IN\nBENEFICIAL OWNERSHIP REGISTER\n3.\nDuty of limited liability company to provide additional matters to corporate services\nprovider .....................................................................................................................................6\n4.\nAdditional matters where there is no registrable beneficial owner or relevant legal entity ...........7\n5.\nAdditional matters where an identified registrable person\u2019s particulars are not confirmed ..........7\n6.\nAdditional matters where a limited liability company\u2019s investigations are ongoing ......................7\n7.\nAdditional matters where a corporate services provider has issued a restrictions notice ............8\nPART 2A \u2013 Duties of Corporate Services Providers\n7A.\nConfirmation of a limited liability company\u2019s exemption from the application of Part 12 of\nthe Law ......................................................................................................................................9\n7B.\nChanges to information in confirmation of exemption ............................................................... 10\n7C.\nDeposit of beneficial ownership information ............................................................................. 11\n\nArrangement of Regulations\nBeneficial Ownership (Limited Liability Companies) Regulations (2023\nRevision)\n\nPage 4\nRevised as at 31st December, 2022\nc\n\nPART 3 - RESTRICTIONS NOTICES\n8.\nContent of a restrictions notice................................................................................................. 11\n9.\nWithdrawal of a restrictions notice ........................................................................................... 11\nPART 3A \u2013 ADMINISTRATIVE FINES\n9A.\nDefinitions in this Part .............................................................................................................. 12\n9B.\nAdministrative fine notice ......................................................................................................... 12\n9C.\nAppeal to the competent authority ........................................................................................... 13\n9D.\nReview committee ................................................................................................................... 13\n9E.\nDecision by the competent authority ........................................................................................ 14\n9F.\nNo stay of original decision ...................................................................................................... 14\n9G. Evidentiary provisions .............................................................................................................. 14\nPART 4 - INTERPRETATION: HOLDING AN INTEREST IN A\nLIMITED LIABILITY COMPANY DIRECTLY OR INDIRECTLY\n10.\nApplication of Part 4................................................................................................................. 14\n11.\nHolding an interest in a limited liability company directly .......................................................... 15\n12.\nHolding an interest in a limited liability company indirectly through a legal entity ...................... 15\n13.\nLLC interests held indirectly ..................................................................................................... 15\nPART 5 - INTERPRETATION OF MISCELLANEOUS TERMS\nAND RULES RESPECTING THE HOLDING OF LLC\nINTERESTS AND RIGHTS AND RESPECTING LIMITED\nPARTNERS\n14.\nApplication of Part 5................................................................................................................. 16\n15.\nJoint interests and arrangements ............................................................................................. 16\n16.\nVoting rights ............................................................................................................................ 17\n17.\nVoting rights in a legal entity .................................................................................................... 17\n18.\nRights to appoint or remove managers .................................................................................... 17\n19.\nRights treated as held by person who controls their exercise ................................................... 17\n20.\nRights exercisable only in certain circumstances etc. ............................................................... 17\n21.\nRights attached to LLC interests held by way of security .......................................................... 18\n22.\nCertain limited partners ............................................................................................................ 18\nSCHEDULE\n19\nAPPLICATION FOR AN APPEAL TO THE COMPETENT AUTHORITY\n19\nENDNOTES\n23\nTable of Legislation History: .............................................................................................................. 23\n\nBeneficial Ownership (Limited Liability Companies) Regulations (2023\nRevision)\nRegulation 1\n\nc\nRevised as at 31st December, 2022\nPage 5\n\nCAYMAN ISLANDS\n\nLimited Liability Companies Act\n(2023 Revision)\nBENEFICIAL OWNERSHIP (LIMITED LIABILITY\nCOMPANIES) REGULATIONS\n(2023 Revision)\n\n1.\nCitation\n1.\nThese Regulations may be cited as the Beneficial Ownership (Limited Liability\nCompanies) Regulations (2023 Revision).\nPART 1 - PRELIMINARY\n2.\nDefinitions\n2.\nIn these Regulations \u2014\n\u201cthe Act\u201d means the Limited Liability Companies Act (2023 Revision);\n \u201carrangement\u201d includes \u2014\n(a)\na scheme, agreement or understanding, whether or not it is legally\nenforceable; and\n(b) a convention, custom or practice of any kind,\nbut something does not count as an arrangement unless there is at least some\ndegree of stability about it (whether by its nature or terms, the time it has been\nin existence or otherwise);\n\u201cjoint arrangement\u201d means an arrangement between the holders of LLC\ninterests (or rights) that they will exercise all or substantially all the rights\n\nRegulation 3\nBeneficial Ownership (Limited Liability Companies) Regulations (2023\nRevision)\n\nPage 6\nRevised as at 31st December, 2022\nc\n\nconferred by their respective LLC interests (or rights) jointly in a way that is\npre-determined by the arrangement;\n\u201climited liability company\u201d means a limited liability company to which Part 12\nof the Act applies except in regulations 7A and 7B, where it has the meaning\nassigned by the Law;\n\u201climited partner\u201d means \u2014\n(a)\na limited partner in a limited partnership registered under the Partnerships\nAct (2013 Revision) or the Exempted Limited Partnership Act (2021\nRevision), other than one who takes part in the management of the\npartnership business; or\n(b) an individual or a legal entity who is a foreign limited partner and\nparticipates in limited partnership arrangements established under the law\nof a country or territory outside the Islands;\n\u201cvoting rights\u201d \u2014\n(a)\nmeans rights to vote at general meetings of the limited liability company\nor legal entity in question, including rights that arise only in certain\ncircumstances; and\n(b) in relation to a legal entity that does not have general meetings at which\nmatters are decided by the exercise of voting rights, shall be read as a\nreference to rights in relation to the entity that are equivalent to those of a\nperson entitled to exercise voting rights in a limited liability company; and\n\u201cwithdrawal notice\u201d means a notice issued by a corporate services provider\nunder section 99 of the Act that withdraws a restrictions notice.\nPART 2 - ADDITIONAL MATTERS TO BE NOT ED IN\nBENEFICIAL OWNERSHIP REGISTER\n3.\nDuty of limited liability company to provide additional matters to corporate\nservices provider\n3.\n(1) A limited liability company shall provide in writing to a corporate services\nprovider the additional matters required to be noted by this Part.\n(2) Where any additional matter noted in a limited liability company\u2019s beneficial\nownership register in accordance with regulation 4, 5, 6 or 7 ceases to be true,\nthe limited liability company shall, within one month of becoming aware of that\nfact \u2014\n(a)\nupdate its beneficial ownership register to reflect any new information\nreceived regarding the additional matter, once that information is\nconfirmed; or\n(b) note in its beneficial ownership register \u2014\n\nBeneficial Ownership (Limited Liability Companies) Regulations (2023\nRevision)\nRegulation 4\n\nc\nRevised as at 31st December, 2022\nPage 7\n\n(i)\nthat the additional matter has ceased to be true; and\n(ii) the date on which the additional matter ceased to be true.\n4.\nAdditional matters where there is no registrable beneficial owner or relevant\nlegal entity\n4.\n(1) This regulation applies where a limited liability company knows or has\nreasonable cause to believe that there is no registrable beneficial owner or\nrelevant legal entity in relation to the limited liability company.\n(2) The limited liability company shall note in its beneficial ownership register the\nwords \u201cno registrable person identified\u201d to show that \u2014\n(a)\nthe limited liability company knows or has reasonable cause to believe that\nthere is no registrable beneficial owner or relevant legal entity in relation\nto it; or\n(b) the limited liability company has taken reasonable steps to identify all\nbeneficial owners and relevant legal entities and has not, in the course of\ntaking such steps, been able to identify any registrable person.\n5.\nAdditional matters where an identified registrable person\u2019s particulars are\nnot confirmed\n5.\n(1) This regulation applies where \u2014\n(a)\na limited liability company has identified a registrable person in relation\nto it; and\n(b) all the required particulars of that person have not yet been confirmed for\nthe purposes of section 79 of the Law.\n(2) The limited liability company shall note in its beneficial ownership register the\nwords \u201cconfirmations pending\u201d to show that the limited liability company has\nidentified a registrable person in relation to the limited liability company but\nthat all the required particulars of that person have not yet been confirmed.\n6.\nAdditional matters where a limited liability company\u2019s investigations are\nongoing\n6.\n(1) This regulation applies where a limited liability company \u2014\n(a)\nis not required to place a note in its beneficial ownership register by\nregulation 4, or 5;\n\n(aa)  is not exempt under section 71(1) of the Law;\n(b) has not entered, and is not required to enter, the required particulars of any\nregistrable person or registrable relevant legal entity in its beneficial\nownership register; and\n(c)\nhas not yet completed taking reasonable steps to find out if there is anyone\nwho is a registrable person.\n\nRegulation 7\nBeneficial Ownership (Limited Liability Companies) Regulations (2023\nRevision)\n\nPage 8\nRevised as at 31st December, 2022\nc\n\n(2) The limited liability company shall note in its beneficial ownership register the\nwords \u201cenquiries pending\u201d to show that it is still in the process of taking\nreasonable steps to find out if there is anyone who is a registrable person in\nrelation to the limited liability company.\n(3)  If at any time between \u2014\n(a)  the date on which a limited liability company is formed and registered or\nregistered by way of continuation under the Law; and\n(b)  the date on which limited liability company is dissolved and removed from\nthe register under the Law,\n\nthe limited liability company\u2019s beneficial ownership register contains the note\n\u201cenquiries pending\u201d for an uninterrupted period of not less than three calendar\nmonths, the fact that the note remains in the register for that period shall be\nprima facie evidence that a breach of section 79(1) of the Act has occurred.\n7.\nAdditional matters where a corporate services provider has issued a\nrestrictions notice\n7.\n(1) This regulation applies where a corporate services provider has issued a\nrestrictions notice.\n(2) The corporate services provider shall note in the limited liability company\u2019s\nbeneficial ownership register the words \u201crestrictions notice issued\u201d and the date\nof issue of the notice to show that it has issued the restrictions notice.\n(3) Where the corporate services provider withdraws a restrictions notice under\nsection 99 of the Law, the corporate services provider shall note in the limited\nliability company\u2019s beneficial ownership register\u2014\n(a)\nthe words \u201crestrictions notice withdrawn\u201d to show that it has withdrawn\nthe restrictions notice by giving a withdrawal notice; and\n(b) the date specified in the withdrawal notice as the date on which the\nwithdrawal notice was given.\n(4) Where a court makes an order under section 96 of the Act directing that a\nrelevant interest in the limited liability company cease to be subject to\nrestrictions, the corporate services provider shall note in the limited liability\ncompany\u2019s beneficial ownership register \u2014\n(a)\nthe words \u201crestrictions ceased by court order\u201d to show that the court has\nmade an order under section 96 of the Act directing that a relevant interest\nin the limited liability company cease to be subject to restrictions; and\n(b) the date on which the court\u2019s order takes effect.\n\nBeneficial Ownership (Limited Liability Companies) Regulations (2023\nRevision)\nRegulation 7A\n\nc\nRevised as at 31st December, 2022\nPage 9\n\nPART 2A \u2013 Duties of Corporate Services Providers\n\n7A.\nConfirmation of a limited liability company\u2019s exemption from the application\nof Part 12 of the Law\n7A. (1) Where a limited liability company is exempt from the application of Part 12 of\nthe Law, the corporate services provider that provides registered office services\nto the limited liability company shall provide the competent authority with all\nrelevant information from the written confirmation of the exemption provided\nby the limited liability company under section 79(1A) of the Law.\n(2)  The relevant information shall be provided by way of the search platform\nestablished pursuant to section 260 of the Companies Act (2023 Revision), in\nthe place and manner and at such intervals as are required of corporate services\nproviders by section 87 of the Act and these Regulations.\n(3)  The written confirmation of the exemption required to be provided by a limited\nliability company by section 79(1A) of the Act shall include the following\ninformation for the purposes of paragraph (a)(ii) of that section \u2014\n(a)\nfor an exemption under section 71(1)(a) of the Law, the name of the stock\nexchange;\n(b) for an exemption under section 71(1)(c), the names of the approved\nperson, the regulator or the stock exchange that is relevant to the approved\nperson and the jurisdiction in which that regulator or stock exchange is\nestablished;\n(c)\nfor an exemption under section 71(1)(d), the names of the relevant\nregulator and the jurisdiction in which that regulator is established;\n(d)  for an exemption under section 71(1)(e) \u2014\n(i)\nwhere the vehicle, fund or scheme is registered or holds a licence\nunder a regulatory law, the name of the partnership; or\n(ii) where the vehicle, fund or scheme is managed, arranged,\nadministered or operated by an approved person, the names of the\npartnership, the approved person and the regulator or stock exchange\nthat is relevant to the approved person and the jurisdiction in which\nthat regulator or stock exchange is established;\n(e)\nfor an exemption under section 71(1)(f), the name of the relevant legal\nentity holding a licence under the relevant Act referred to in that section;\n(f)\nfor an exemption under section 71(1)(g), such information as may be\nspecified in the Regulations.\n(4)  Where a limited liability company is exempted on the basis that it is a subsidiary\nof one or more legal entities described in section 71(1), the written confirmation\nshall include \u2014\n\nRegulation 7B\nBeneficial Ownership (Limited Liability Companies) Regulations (2023\nRevision)\n\nPage 10\nRevised as at 31st December, 2022\nc\n\n(a)\n the names of \u2014\n(i)\n every legal entity described in that section of which the limited\nliability company is a subsidiary for the reasons set out in\nsection 71(3)(a) or (b); or\n(ii)  the ultimate parent or parents in each chain of exempted legal\nentities, where the company is a subsidiary by reason only of\nsection 71(3)(c); and\n(b)  in respect of each legal entity named pursuant to paragraph (a), the\nparagraph of section 71(1) that provides for the exemption and such\nadditional information as is relevant to that paragraph.\n(5) Where, in the case of an exemption under section 71(1)(e) of the Law, the\ngeneral partner is a general partner of more than one partnership which qualifies\nfor the exemption, the written confirmation of the exemption need only name\none such partnership.\n(6) Where a limited liability company is exempt from the application of Part 12 of\nthe Act under more than one paragraph of section 71(1), the written\nconfirmation of the exemption need only include the information required by\none subparagraph of paragraph (3) of this regulation that applies to the limited\nliability company.\n(7) The written confirmation referred to in paragraph (4) need only include the\nnames of legal entities or parent entities required under one of the\nsubsubparagraphs of paragraph (4)(a) that applies to the limited liability\ncompany.\n7B.\nChanges to information in confirmation of exemption\n7B. (1) If a limited liability company that has provided a written confirmation of\nexemption to a corporate services provider in accordance with section 79(1A)\nof the Act becomes aware that any information in the confirmation has ceased\nto be true, the limited liability company shall, within one month of becoming\naware of that fact, provide the corporate services provider with \u2014\n(a)\nan amended written confirmation of the exemption correcting the\nerroneous information and  including any additional information required\nby these Regulations; and\n(b) instructions to file the amended confirmation of exemption with the\ncompetent authority.\n(2) On receipt of an amended confirmation of exemption provided under\nparagraph (1), a corporate services provider shall provide the competent\nauthority with all relevant information from the amended confirmation or\nexemption, in accordance with the requirements of regulation 7A(2).\n\nBeneficial Ownership (Limited Liability Companies) Regulations (2023\nRevision)\nRegulation 7C\n\nc\nRevised as at 31st December, 2022\nPage 11\n\n7C.\nDeposit of beneficial ownership information\n7C. (1) Corporate services providers shall deposit with the competent authority not less\nthan once in each month \u2014\n(a)\nthe beneficial ownership information required to be deposited under\nsection 87(2) of the Act and the relevant information required under\nregulation 7A(1) respecting a confirmation of exemption; or\n(b) if the beneficial ownership information and relevant information referred\nto in subparagraph (a) has not changed since the prior deposit of such\ninformation, a notice that there has been no change to the information since\nthat time.\n(2) The beneficial ownership information and notice referred to in paragraph (1)\nshall be deposited in the manner specified by the competent authority as being\ncompatible with its search platform.\n(3)  Notwithstanding paragraph (1), a limited liability company that is in liquidation\nneed only deposit the beneficial ownership information and notice referred to in\nthat paragraph every ninety days.\nPART 3 - RESTRICTIONS NOTICES\n8.\nContent of a restrictions notice\n8.\nA restrictions notice shall \u2014\n(a)\nspecify the date on which it is issued;\n(b) identify the interest in the limited liability company that is relevant to the\nrestrictions notice by reference to the shares or right in question;\n(c)\nexplain the effect of the notice;\n(d) state that, by virtue of the notice, certain acts or failures to act may\nconstitute an offence; and\n(e)\nstate that an aggrieved person may apply to the court for an order directing\nthat the relevant interest cease to be subject to restrictions.\n9.\nWithdrawal of a restrictions notice\n9.\nWhere a corporate services provider is required to withdraw a restrictions notice\nunder section 99 of the Law, the withdrawal notice shall \u2014\n(a)\nbe given before the end of the period of fourteen days beginning with the\nday on which the corporate services provider is required to withdraw the\nrestrictions notice under that section;\n(b) specify the date on which the withdrawal notice is given;\n\nRegulation 9A\nBeneficial Ownership (Limited Liability Companies) Regulations (2023\nRevision)\n\nPage 12\nRevised as at 31st December, 2022\nc\n\n(c)\nidentify the interest in the limited liability company that is relevant to the\nrestrictions notice by reference to the shares or right in question; and\n(d) state that the relevant interest is no longer subject to restrictions.\nPART 3A \u2013 ADMINISTRATIVE FINES\n\n9A.\nDefinitions in this Part\n9A. In this Part \u2014\n\u201cadministrative fine notice\u201d means an administrative fine notice issued by the\nRegistrar under regulation 9B in accordance with section 56A of the Act to a person\nwho breaches a provision of Part 12 of the Act that is specified in the Schedule of the\nLaw;\n\u201capplicant\u201d means a person who appeals against the decision of the Registrar to\nimpose an administrative fine in accordance with section 56A of the Law;\n\u201coriginal decision\u201d means the decision of the Registrar to impose the administrative\nfine specified in an administrative fine notice, in accordance with section 56A of the\nLaw; and\n\u201creview committee\u201d means a committee appointed by the competent authority under\nregulation 9C(3).\n9B.\nAdministrative fine notice\n9B. (1) The Registrar may impose an administrative fine, which is set out in the\nSchedule of the Law, in accordance with Part 10A of the Act for a breach of a\nprovision under Part 12 of the Law, by issuing to a person, an administrative\nfine notice in accordance with paragraphs (2) and (3).\n(2)  An administrative fine notice referred to in paragraph (1) shall specify \u2014\n(a)  the date on which the notice was issued;\n(b)  the breach for which the fine is imposed and the provision under the Law;\n(c)  details of the breach;\n(d)  the amount of the fine;\n(e)  how payment should be made;\n(f)  the date by which the administrative fine should be paid;\n(g)  the effects of non-payment; and\n(h)  the process for appealing against the decision of the Registrar to impose\nthe administrative fine.\n(3)  The Registrar may issue an administrative fine notice under paragraph (2) \u2014\n\nBeneficial Ownership (Limited Liability Companies) Regulations (2023\nRevision)\nRegulation 9C\n\nc\nRevised as at 31st December, 2022\nPage 13\n\n(a)  to an individual, by sending the notice to the most recent email address\nprovided by the individual to the Registrar; or\n(b)  to a body corporate, by sending the notice to the most recent email address\nprovided to the Registrar of \u2014\n(i)  a director, manager or officer of the body corporate; or\n(ii)  its corporate services provider.\n9C.\nAppeal to the competent authority\n9C. (1) A person who receives an administrative fine notice may, by application, appeal\nagainst the decision of the Registrar to impose the administrative fine to the\ncompetent authority.\n(2)  An application under paragraph (1) shall be made in the form set out in the\nSchedule, within thirty days from the date of receipt of the administrative fine\nnotice.\n(3)  The competent authority shall, on receipt of an application under paragraph (1),\nappoint a review committee to conduct an inquiry concerning the matters raised\nin the application under paragraph (1).\n\n9D.\nReview committee\n9D. (1) The review committee shall comprise the following officers of the ministry with\nresponsibility for financial services \u2014\n(a)  two persons with knowledge and experience in accounting, financial\nservices, banking or compliance; and\n(b)  an attorney-at-law.\n(2)  The competent authority shall not appoint to the review committee, any officer\nwho assisted the Registrar in decision making regarding the fine.\n(3)  Subject to any directions that may be given by the competent authority, the\nreview committee may regulate its own procedure.\n(4)  The review committee shall notify the Registrar of an application submitted\nunder regulation 9C(1) and the grounds on which the applicant relies and the\nRegistrar may make written representations to the review committee concerning\nthe application, but shall not otherwise participate in any discussion, decision,\ndebate or vote of the review committee concerning the application.\n(5)  The competent authority may by notice in writing, require an applicant to\nprovide such documents, statements or any other information as it may\nreasonably require in the exercise of its functions.\n(6)  An applicant who receives a notice under paragraph (5), shall comply with that\nnotice within the period and in the manner specified in the notice.\n\nRegulation 9E\nBeneficial Ownership (Limited Liability Companies) Regulations (2023\nRevision)\n\nPage 14\nRevised as at 31st December, 2022\nc\n\n(7)  The review committee shall upon completing the inquiry, report its findings and\nrecommendations to the competent authority.\n\n9E.\nDecision by the competent authority\n9E. (1) The competent authority shall, upon receipt of the report of the review\ncommittee, consider and determine the application under regulation 9C(1) and\nmay affirm or set aside the original decision.\n(2)  The competent authority shall have regard to, but is not bound by, the findings\nand recommendations of the review committee.\n(3)  The competent authority shall, within fifteen working days of receipt of an\napplication under regulation 9C(1), give the applicant notice of its decision.\n(4)  Where the competent authority affirms the original decision, the notice of the\ndecision on the application shall also state \u2014\n(a)  the reasons for the decision; and\n(b)  that the applicant may apply to the Grand Court for judicial review of the\ndecision.\n(5) Where the competent authority sets aside the original decision, the original\ndecision is deemed never to have been made.\n9F.\nNo stay of original decision\n9F. An appeal under regulation 9C does not stay the operation of the original decision by\nthe Registrar to impose an administrative fine as specified in the administrative fine\nnotice.\n9G.\nEvidentiary provisions\n9G. For the purpose of regulation 9C(2), where the administrative fine notice is sent to a\nperson by email, the date the email is sent is considered the date of receipt.\n\nPART 4 - INTERPRETATION: HOLDING AN INTEREST IN A\nLIMITED LIABILITY COMPANY DIRECTLY OR INDIRECTLY\n10.\nApplication of Part 4\n10. For the purposes of determining whether a person meets the specified conditions for\nbeneficial ownership under section 73 or 74 of the Act or is a registrable person under\nsection 77 of the Law, this Part specifies the circumstances in which \u2014\n(a)\na person (\u201cV\u201d) is to be regarded as directly holding an interest in a limited\nliability company (\u201cW\u201d); and\n\nBeneficial Ownership (Limited Liability Companies) Regulations (2023\nRevision)\nRegulation 11\n\nc\nRevised as at 31st December, 2022\nPage 15\n\n(b) an interest held by V in W is to be regarded as held indirectly through a\nlegal entity.\n11.\nHolding an interest in a limited liability company directly\n11. (1) V holds an interest in limited liability company W directly if \u2014\n(a)\nV holds an LLC interest in W directly;\n(b) V holds, directly, voting rights in W;\n(c)\nV holds, directly, the right to appoint or remove a manager of W;\n(d) V has the right to exercise, or actually exercises, significant influence or\ncontrol directly over W; or\n(e)\nparagraph (2) is satisfied.\n(2) This paragraph is satisfied where \u2014\n(a)\nthe trustees of a trust (or the members of a partnership or other entity that,\nunder the law by which it is governed is not a legal person) hold an interest\nin W in a way mentioned in regulation (1)(a) to (d); and\n(b) V has the right to exercise, or actually exercises, significant influence or\ncontrol directly over the activities of that trust, partnership or other entity.\n12.\nHolding an interest in a limited liability company indirectly through a legal\nentity\n12. (1) This regulation applies where V \u2014\n(a)\nholds an interest in limited liability company W by virtue of indirectly\nholding an LLC interest in W; and\n(b) does so by virtue of having a majority stake as described in\nregulation 13(3) in \u2014\n(i)\na legal entity (\u201cL\u201d) which holds the LLC interest directly; or\n(ii) a legal entity that is part of a chain of legal entities such as is\ndescribed in regulation 13(1)(b) or (2)(b) that includes L.\n(2) Where this regulation applies, V holds the interest in W \u2014\n(a)\nthrough L; and\n(b) through each other legal entity in the chain mentioned in\nparagraph (1)(b)(ii).\n13.\nLLC interests held indirectly\n13. (1) A person holds an LLC interest indirectly if the person has a majority stake in a\nlegal entity and that entity \u2014\n(a)\nholds the LLC interest in question; or\n(b) is part of a chain of legal entities \u2014\n\nRegulation 14\nBeneficial Ownership (Limited Liability Companies) Regulations (2023\nRevision)\n\nPage 16\nRevised as at 31st December, 2022\nc\n\n(i)\neach of which (other than the last) has a majority stake in the entity\nimmediately below it in the chain; and\n(ii) the last of which holds the LLC interest.\n(2) A person holds a right indirectly if the person has a majority stake in a legal\nentity and that entity \u2014\n(a)\nholds that right; or\n(b) is part of a chain of legal entities \u2014\n(i)\neach of which (other than the last) has a majority stake in the entity\nimmediately below it in the chain; and\n(ii) the last of which holds that right.\n(3) For these purposes, A has a majority stake in B if \u2014\n(a)\nA holds a majority of the voting rights in B;\n(b) A is a member of B and has the right to appoint or remove a majority of\nthe managers of B;\n(c)\nA is a member of B and controls alone, pursuant to a joint agreement with\nother members, a majority of the voting rights in B; or\n(d) A has the right to exercise, or actually exercises, dominant direct influence\nor control over B.\nPART 5 - INTERPRETATION OF MISCELLANEOUS TERMS\nAND RULES RESPECTING THE HOLDING OF LLC INTERESTS\nAND RIGHTS AND RESPECTING LIMITED PARTNERS\n14.\nApplication of Part 5\n14. This Part applies for the purposes of determining whether a person meets the specified\nconditions for beneficial ownership under section 73 or 74 of the Act or holds a\nrelevant interest for the purposes of the provisions respecting restrictions notices\nunder Part 12 of the Law.\n15.\nJoint interests and arrangements\n15. (1) If two or more persons each hold an LLC interest jointly, each of them is treated\nas holding that LLC interest.\n(2) If LLC interests held by a person and LLC interests held by another person are\nthe subject of a joint arrangement between those persons, each of them is treated\nas holding the combined LLC interests of both of them.\n\nBeneficial Ownership (Limited Liability Companies) Regulations (2023\nRevision)\nRegulation 16\n\nc\nRevised as at 31st December, 2022\nPage 17\n\n16.\nVoting rights\n16. (1) A reference to the voting rights in a legal entity is to the rights conferred on the\npersons holding LLC interests to vote at general meetings of the entity on all or\nsubstantially all matters.\n(2) In relation to a legal entity that does not have general meetings at which matters\nare decided by the exercise of voting rights, a reference to exercising voting\nrights in the entity shall be read as a reference to exercising rights in relation to\nthe entity that are equivalent to those of a person entitled to exercise voting\nrights in a limited liability company.\n17.\nVoting rights in a legal entity\n17. In applying this Part, the voting rights in a legal entity shall be reduced by any rights\nheld by the entity itself.\n18.\nRights to appoint or remove managers\n18. A reference to the right to appoint or remove a majority of the managers of a legal\nentity is to the right to appoint or remove managers holding a majority of the voting\nrights at meetings of the managers on all or substantially all matters.\n19.\nRights treated as held by person who controls their exercise\n19. (1) Where a person controls a right, the right is to be treated for the purposes of\nthese Regulations as held by that person (and not by the person who in fact holds\nthe right, unless that person also controls it).\n(2) Where a relevant interest is treated under this regulation as held by a person\nother than the person who in fact holds the interest, both the holder and the other\nperson shall be regarded as having the relevant interest.\n(3) A person controls a right if, by virtue of any arrangement between that person\nand others, the right is exercisable only \u2014\n(a)\nby that person;\n(b) in accordance with that person\u2019s directions or instructions; or\n(c)\nwith that person\u2019s consent or concurrence.\n20.\nRights exercisable only in certain circumstances etc.\n20. (1) Rights that are exercisable only in certain circumstances shall be taken into\naccount only \u2014\n(a)\nwhen the circumstances have arisen, and for so long as they continue to\nsubsist; or\n(b) when the circumstances are within the control of the person having the\nrights.\n\nRegulation 21\nBeneficial Ownership (Limited Liability Companies) Regulations (2023\nRevision)\n\nPage 18\nRevised as at 31st December, 2022\nc\n\n(2) Notwithstanding paragraph (1), rights that are exercisable by an administrator\nor by creditors while a legal entity is in insolvency proceedings shall not be\ntaken into account even while the entity is in those proceedings.\n(3)  Rights that are normally exercisable but are temporarily incapable of exercise\nshall continue to be taken into account.\n21.\nRights attached to LLC interests held by way of security\n21. Rights attached to LLC interests held by way of security provided by a person shall\nbe treated as held by that person \u2014\n(a)\nwhere apart from the right to exercise them for the purpose of preserving\nthe value of the security, or of realising it, the rights are exercisable only\nin accordance with that person\u2019s instructions; and\n(b) where the LLC interests are held in connection with the granting of loans\nas part of normal business activities and apart from the right to exercise\nthem for the purpose of preserving the value of the security, or of realising\nit, the rights are exercisable only in that person\u2019s interests.\n22.\nCertain limited partners\n22. (1) An individual or a legal entity does not meet the specified conditions for being\na beneficial owner or a relevant legal entity in relation to a limited liability\ncompany by virtue only of being a limited partner.\n(2) An individual or a legal entity does not meet the specified conditions in\nsection 73(3) of the Act in relation to a limited liability company (or to the extent\nthey may otherwise apply to such legal entity by virtue of section 74(3) of the\nAct) by virtue only of, directly or indirectly holding an LLC interest in or in\nrelation to a limited partner which (in its capacity as such) would meet the\ncondition if it were an individual.\n(3) Paragraphs (1) and (2) do not apply for the purposes of determining under\nsection 73(5) of the Act (to the extent such section would apply to such legal\nentity by virtue of section 74(3) of the Law) whether the members of a\npartnership or other entity meet the conditions in section 73(3) or (4) of the Act\n(to the extent such section would apply to such legal entity by virtue of\nsection 74(3) of the Law) in their capacity as such.\n\nBeneficial Ownership (Limited Liability Companies) Regulations (2023\nRevision)\n\nSCHEDULE\n\nc\nRevised as at 31st December, 2022\nPage 19\n\n SCHEDULE\n(regulation 9C(2))\nAPPLICATION FOR AN APPEAL TO THE COMPETENT AUTHORITY\n\nTo: The competent authority\n\nAt:_____________________________________________________________________\n(The physical address of the competent authority)\nOR\n\nIf the competent authority accepts the sending of an application under regulation 9C at a\nparticular email address:\n\n________________________________________________________________________\n(The email address of the competent authority\n\nTAKE NOTICE that, under regulation 9C, the following person applies to the competent\nauthority to appeal against the decision of the Registrar to impose the administrative fine\nby administrative fine notice received by the person on:\n\n________________________________________________________________________\n(Here insert date the notice was received and, if two or more administrative fine notices\nwere given on that day. Identify the fine(s) in the administrative fine notice(s) which are\nthe subject of the appeal.)\n\nApplicant\u2019s full name: _____________________________________________________\n\nThe applicant\u2019s physical address is: ___________________________________________\n\n________________________________________________________________________\nThe applicant\u2019s email address for notices from the competent authority to the person is:\n\n________________________________________________________________________\n\nParticulars about the application are as follows:\n\nThe relevant prescribed provision set out in the administrative fine notice is:\n\n________________________________________________________________________\n\nSCHEDULE\nBeneficial Ownership (Limited Liability Companies) Regulations (2023\nRevision)\n\nPage 20\nRevised as at 31st December, 2022\nc\n\nThe grounds of appeal on which the person relies are:\n\n________________________________________________________________________\n\n________________________________________________________________________\n\nThe facts and circumstances that the person relies on for the grounds are:\n\n________________________________________________________________________\n\n________________________________________________________________________\n\n________________________________________________________________________\n(Here insert the facts and circumstances relied on, including those contended to be\ndifferent from those set out in the relevant administrative fine notice and any relevant\nsurrounding circumstances.)\n\nDated ______________________, 20_____.\n\n______________________________________________________\nSigned on behalf of the applicant\n\n______________________________________________________\nPosition with the applicant (If the applicant is not an individual)\n\nBeneficial Ownership (Limited Liability Companies) Regulations (2023\nRevision)\n\nSCHEDULE\n\nc\nRevised as at 31st December, 2022\nPage 21\n\nPublication in consolidated and revised form authorised by the Cabinet this 10th\nday of January, 2023.\nKim Bullings\nClerk of the Cabinet.\n\nBeneficial Ownership (Limited Liability Companies) Regulations (2023\nRevision)\n\nENDNOTES\n\nc\nRevised as at 31st December, 2022\nPage 23\n\nENDNOTES\nTable of Legislation History:\nSL #\nAct\/Law #\nLegislation\nCommencement\nGazette\n107\/2020\nBeneficial Ownership (Limited Liability Companies)\n(Amendment) Regulations, 2020\n22-Jul-2020\nLG54\/2020\/s3\n\nBeneficial Ownership (Limited Liability Companies)\nRegulations (2019 Revision)\n14-Feb-2019\nLG1\/2019\/s3\n10\/2018\n\nBeneficial Ownership (Limited Liability Companies)\n(Amendment) Regulations, 2018\n2-Mar-2018\nGE18\/2018\/s2\n22\/2017\nLimited Liability Companies (Amendment) Law, 2017\n(Commencement) Order, 2017\n21-Apr-2017\nGE34\/2017\/s3\n101\/2017\n\nBeneficial Ownership (Limited Liability) Regulations,\n2017\n1-Jul-2017\nGE31\/2017\/s5\n\nENDNOTES\nBeneficial Ownership (Limited Liability Companies) Regulations (2023\nRevision)\n\nPage 24\nRevised as at 31st December, 2022\nc\n\nBeneficial Ownership (Limited Liability Companies) Regulations (2023\nRevision)\n\nENDNOTES\n\nc\nRevised as at 31st December, 2022\nPage 25\n\nENDNOTES\nBeneficial Ownership (Limited Liability Companies) Regulations (2023\nRevision)\n\nPage 26\nRevised as at 31st December, 2022\nc\n\n(Price: $5.60)","akn_extracted_at":"2026-06-22 15:38:07.291958+00","cms_id":"2017-017A","law_type":"subordinate","year":"2017","number":"017A","title":"Beneficial Ownership (Limited Liability Companies) Regulations","status":"in_force"},"provenance":{"files":[{"file_id":"5737","expr_id":"639","kind":"akn_xml","filename":"2017-017A_2023 Revision.akn.xml","source_url":null,"storage_path":"\/Users\/q\/kyleg-data\/working\/SUBORDINATE\/2017\/2017-017A\/2017-017A_2023 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