Cayman Islands: Change in Definition of Beneficial Ownership

04/21/2020

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As highlighted in our previous bulletin [here] certain Cayman Islands companies are required to establish and maintain a register of beneficial ownership at (i) the registered office of exempted companies and limited liability companies; and (ii) the Registrar of Companies, for ordinary resident companies. The register of beneficial ownership must then be submitted to the competent authority.

The definition of a ‘beneficial owner’ under the Companies Law (2020 Revision) (as amended) and the Limited Liability Companies Law (2020 Revision) (as amended), is currently an individual who meets one or more of the following conditions in relation to the company:-

  • holds, directly or indirectly, more than 25% of the shares of the company (or capital/profits in the case of a limited liability company);
  • holds, directly or indirectly, more than 25% of the voting rights in the company;
  • holds the right, directly or indirectly, to appoint or remove a majority of the board of directors of the company (or managers in the case of a limited liability company).

Effective 15 May 2020, the definition of a beneficial owner will change from “more than 25%” of the shares or voting rights in a company to “twenty-five percent or more” of the shares or voting rights in a company. Consequently, the deadline for beneficial ownership filings has been further extended to 15 May 2020, with submissions needing to capture the new legal definition of beneficial owner.

For more information, contact:-

Francine Bryce – Partner

The information contained in this bulletin is provided for the general interest of our readers, but is not intended to constitute legal advice. Clients and the general public are encouraged to seek specific advice on matters of concern. This bulletin can in no way serve as a substitute in such cases. Copyright ©2020 Higgs & Johnson. All rights reserved.

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