CAYMAN ISLANDS Law and Practice Contributed by: Daniel Lee, Sophia Scott, Kimberly Robinson and James Turner, Maples Group
date they are prepared. A company that know - ingly and wilfully contravenes these require - ments will be subject to a penalty of USD6,100. The books of account need not necessarily be kept at the registered office, but a company must provide to its registered office, annually or with such other frequency and within such time as may be prescribed, information regard - ing its books of account. If a company fails to comply with this requirement without a reason - able excuse, it shall incur a penalty of USD610 and a further penalty of USD122 for every day during which such non-compliance continues. If the company is not a bank, trust company, building society, money services business, credit union, insurance company, corporate manager, mutual fund administrator or regulated fund, its accounts need not be audited as a matter of On 24 November 2023, the Parliament of the Cayman Islands passed the Beneficial Owner - ship Transparency Act (As Revised) (the “BOT Act”) which came into force on 31 July 2024. The BOT Act modifies the beneficial ownership regime that has been in place in the Cayman Islands since 2017 in a manner that aligns with equivalent regimes in other jurisdictions, such as the US Corporate Transparency Act. The BOT Act extends the application of the beneficial ownership regime to most Cayman Islands enti - ties and removes a number of exemptions that existed under the previous regime. Cayman Islands law. Beneficial Ownership An entity that is subject to the BOT Act is required to identify, and monitor changes to, its beneficial owners and reportable legal entities (as such terms are defined in the BOT Act). Each in-scope entity must establish and maintain a beneficial ownership register with its corporate
service provider (CSP) and provide its CSP with certain “required particulars” with respect to its registrable beneficial owners and reportable legal entities in a timely manner to ensure the entity’s beneficial ownership register remains accurate and up to date. The details contained within that register will be filed by the CSP with the Cayman Islands competent authority (the ”Competent Authority”) each month. There are various administrative fines and other sanctions, including restriction notices, that will be applied to in-scope entities that fail to comply with their obligations under the BOT Act. The previous regime applied only to Cayman Islands companies, LLCs and limited liability partnerships (LLPs). The BOT Act has a broad - er scope and applies to all Cayman Islands “legal persons”, which include Cayman Islands companies, LLCs, LLPs, limited partnerships, exempted limited partnerships (ELPs) and foun - dation companies; and any other legal person that may be prescribed in regulations (”Legal Persons”). Non-Cayman Islands entities (includ - ing those registered as foreign persons in the Cayman Islands, typically to act as the general partner of an ELP) and certain other categories of legal person, are carved out of the BOT Act (eg, certain charities and not-for-profits). Under the BOT Act, the definition of “beneficial owner” refers to an individual who (i) ultimately owns or controls (directly or indirectly) 25% or more of the shares, voting rights or partnership interests in the Legal Person; or (ii) otherwise exercises ultimate effective control over the man - agement of the Legal Person; or (iii) is identified as exercising control of the Legal Person through other means. A person operating solely in the capacity of a ”professional adviser” or “profes - sional manager” (both terms defined in the Act) will not be considered a beneficial owner.
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