• Ultimately owns or controls (directly or indirectly) 25% or more of the shares, voting rights, or interests

• Exercises ultimate effective control over the management

• Is identified as exercising control through other means
  

• Deemed Beneficial Owners- Corporation soles, governments, government departments, international organizations whose members include two or more countries or governments and public authorities are all deemed to be individuals. In the BOT Act they are referred to as Deemed Beneficial Owners (“DBO”).
• Trustees -Where, in relation to the Legal Person, no individual meets any of the specified conditions above, the trustees of a trust that meets one of the specified conditions in relation to the Legal Person and has ultimate effective control over the activities of the trust is deemed to be the RBO. A corporate trustee that is incorporated, established or registered in the Cayman Islands is a RLE in accordance with the Act and should therefore also be included in the BOR. If the trustee is incorporated, established or registered outside of the Cayman Islands, the name of the foreign corporate trustee together with the name of a natural person within the foreign corporate trustee should be identified on the BOR.
  
• Reportable Legal Entity-The definition of a Reportable Legal Entity (“RLE”), in relation to a Legal Person, means another Cayman Islands Legal Person, excluding a foreign company, foreign entity or a foreign limited partnership, that, if it were an individual, would be considered a beneficial owner of the Legal Person. The RLE is considered a RBO where:
  
• The RLE directly holds a relevant interest in the Legal Person or meets one or more specified conditions mentioned above or
  
• Through which any BO or RLE indirectly holds a relevant interest in the Legal Person.
  
• Senior Managing Official- Where an individual does not meet the specified conditions above, and there is no trustee with ultimate effective control, only then, a Senior Managing Official should be identified as a person with a control function. (This does not include professional advisors or professional managers or a nominee director or nominee supervisor). For the purposes of the Act, a senior managing official includes an executive director or chief executive officer, leads of the projects or a persons holding equivalent positions. It is important to note that this is not an exhaustive list. Where multiple directors individually exercise the same level of control and collectively, the directors control the Legal Person, at least one director or senior officer should be listed on the BOR.
  

Obligations for Foundations
Unless an exemption applies, foundation companies must now:

1.   Identify all registrable beneficial owners (RBOs)

2.  Maintain an up-to-date beneficial ownership register

3.  Report relevant changes promptly

4.  Provide detailed particulars of beneficial owners to their corporate service provider

5.  Entities must now file beneficial ownership information with the Registrar of Companies within 30 days of any changes

6.  Information must be updated annually, even if there are no changes.

 Alternative Compliance Routes

Some foundations may be eligible for alternative routes to compliance, particularly if they are:

• Licensed under certain Cayman Islands regulatory laws

• Listed on approved stock exchanges or their subsidiaries

• Otherwise exempted by the Cayman Islands Cabinet

Enforcement and Penalties

The Act introduces significant penalties for non-compliance, fines for non-compliance can reach up to CI$250,000 (approximately US$300,000) with continued non-compliance resulting in daily fines of up to CI$1,000.

However, enforcement will not begin until January 1, 2025, giving foundations time to achieve compliance.

Public Accessibility

The Act as now in force does not allow for public access to beneficial ownership registers, but it does contain legislative provisions for the Cayman Islands government to make regulations to provide for future public access to those who can demonstrate a 'legitimate interest'.
These regulations have now been approved in cabinet. They will allow the Cayman Islands Ministry of Financial Services and Commerce to give qualified members of the public access to the name, country of residence, nationality, month and year of birth and nature of control of any individual beneficial owner. It will also give access to the name, registered office, legal form, registration number and nature of control of any Cayman Islands entity whose details are maintained on their search platform
However, the regulations also include provisions for 'protecting persons for whom disclosing their beneficial ownership information to the public would establish a threat of serious harm'. The phrase 'serious harm' means kidnapping, extortion, violence, intimidation, or other similar danger
The policy and regulations received Cabinet approval on 14 November 2024 and was published and enacted on 9 December 2024 We strongly recommend reviewing your foundation's status under this new regime and taking necessary steps to ensure compliance before the enforcement date. Otonomos is available to assist you with any questions or concerns regarding these changes, particularly as they apply to Cayman Foundations