Beneficial Ownership (Limited Liability Partnership) Regulations (2022 Revision) Arrangement of Regulations

Beneficial Ownership (Limited Liability Partnership) Regulations (2022 Revision) Arrangement of Regulations CAYMAN ISLANDS Limited Liability Partnership Act (2021 Revision) BENEFICIAL OWNERSHIP (LIMITED LIABILITY PARTNERSHIP) REGULATIONS (2022 Revision) Supplement No.2 published with Legislation Gazette No. 2 of 14th January, 2022. c Revised as at 31st December, 2021 Page 1 Beneficial Ownership (Limited Liability Partnership) Regulations (2022 Arrangement of Regulations Revision) PUBLISHING DETAILS The Beneficial Ownership (Limited Liability Partnership) Regulations, 2019, as amended by the Citation of Acts of Parliament Act, 2020 [Act 56 of 2020], and consolidated with the Beneficial Ownership (Limited Liability Partnership) (Amendment) Regulations, 2020. Revised under the authority of the Law Revision Act (2020 Revision). Originally made — Regulations, 2019-12th March, 2019 Regulations, 2020-24th November, 2020. Consolidated and revised this 31st day of December, 2021. Page 2 Revised as at 31st December, 2021 c Beneficial Ownership (Limited Liability Partnership) Regulations (2022 Revision) Arrangement of Regulations CAYMAN ISLANDS Limited Liability Partnership Act (2021 Revision) BENEFICIAL OWNERSHIP (LIMITED LIABILITY PARTNERSHIP) REGULATIONS (2022 Revision) Arrangement of Regulations Section Page 1. Citation ......................................................................................................................................... 5 2. Definitions ..................................................................................................................................... 5 PART 2 – ADDITIONAL MATTERS TO BE NOTED IN BENEFICIAL OWNERSHIP REGISTER 3. Duty of limited liability partnership to provide additional matters to Registrar .............................. 6 4. Additional matters where there is no registrable person identified ............................................... 6 5. Additional matters where an identified registrable person’s particulars are not confirmed .......... 7 6. Additional matters where a limited liability partnership’s investigations are ongoing ................... 7 7. Additional matters where there is a failure to comply with a notice given under section 56 or 62 of the Law ............................................................................................................................ 8 8. Additional matters where a corporate services provider has issued a restrictions notice ............ 8 PART 3 – DUTIES OF CORPORATE SERVICES PROVIDERS AND THE REGISTRAR 9. Confirmation of limited liability partnership’s exemption from the application of Part 8 of the Law ......................................................................................................................................... 9 10. Changes to information in confirmation of exemption ................................................................ 10 11. Deposit of beneficial ownership information ............................................................................... 11 c Revised as at 31st December, 2021 Page 3 Beneficial Ownership (Limited Liability Partnership) Regulations (2022 Arrangement of Regulations Revision) PART 4 – RESTRICTIONS NOTICE 12. Content of a restrictions notice .................................................................................................. 11 13. Withdrawal of a restrictions notice ............................................................................................. 12 PART 5 – HOLDING AN INTEREST IN A LIMITED LIABILITY PARTNERSHIP DIRECTLY OR INDIRECTLY 14. Application ................................................................................................................................. 12 15. Holding an interest in a limited liability partnership directly ........................................................ 12 16. Holding an interest in a limited liability partnership indirectly through a legal entity .................. 13 17. Rights or interests held indirectly ............................................................................................... 13 PART 6 – DETERMINING WHETHER A PERSON MEETS THE SPECIFIED CONDITIONS OR HOLDS A RELEVANT INTEREST 18. Determining whether a person meets specified conditions ........................................................ 14 19. Joint interests and arrangements ............................................................................................... 14 20. References to voting rights ........................................................................................................ 14 21. Voting rights in a legal entity ...................................................................................................... 14 22. Interests or rights held by nominees .......................................................................................... 15 23. Right to share in surplus limited liability partnership property .................................................... 15 24. Right to appoint or remove managers ........................................................................................ 15 25. Rights treated as held by person who controls their exercise .................................................... 15 26. Rights exercisable only in certain circumstances, etc ................................................................ 15 27. Rights attached to partnership interests held by way of security ............................................... 16 28. Limited partners ......................................................................................................................... 16 PART 7 – ADMINISTRATIVE FINES 29. Definitions in this Part ................................................................................................................ 17 30. Administrative fine notice ........................................................................................................... 17 31. Appeal to the competent authority ............................................................................................. 18 32. Review committee ...................................................................................................................... 18 33. Decision by the competent authority .......................................................................................... 19 34. No stay of original decision ........................................................................................................ 19 35. Evidentiary provisions ................................................................................................................ 19 SCHEDULE 21 APPLICATION FOR AN APPEAL TO THE COMPETENT AUTHORITY 21 ENDNOTES 23 Table of Legislation history: ................................................................................................................. 23 Page 4 Revised as at 31st December, 2021 c Beneficial Ownership (Limited Liability Partnership) Regulations (2022 Revision) Regulation 1 CAYMAN ISLANDS Limited Liability Partnership Act (2021 Revision) BENEFICIAL OWNERSHIP (LIMITED LIABILITY PARTNERSHIP) REGULATIONS (2022 Revision) 1. Citation 1. These Regulations may be cited as the Beneficial Ownership (Limited Liability Partnership) Regulations (2022 Revision). 2. Definitions 2. In these Regulations — “arrangement” includes — (a) a scheme, agreement or understanding, whether or not it is legally enforceable; and (b) a convention, custom or practice of any kind, that has at the minimum a degree of stability (whether by virtue of its nature, the terms, the time it has been in existence or otherwise); “joint arrangement” means an arrangement between or amongst the holders of partnership interests (or rights) to exercise jointly all or substantially all the rights conferred by the respective partnership interests (or rights) in the partnership in a way that is pre-determined by the arrangement; “Law” means the Limited Liability Partnership Act (2021 Revision). c Revised as at 31st December, 2021 Page 5 Beneficial Ownership (Limited Liability Partnership) Regulations (2022 Regulation 3 Revision) “limited liability partnership” means a limited liability partnership to which Part 8 of the Law applies; “voting rights” means — (a) rights to vote at general meetings of the limited liability partnership 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, rights that are equivalent to the rights of a person entitled to exercise voting rights in a limited liability partnership; and “withdrawal notice” means a notice issued by a corporate services provider under section 80 of the Law that withdraws a restrictions notice. PART 2 – ADDITIONAL MATTERS TO BE NOTED IN BENEFICIAL OWNERSHIP REGISTER 3. Duty of limited liability partnership to provide additional matters to Registrar 3. (1) A limited liability partnership shall provide in writing to a corporate services provider or the Registrar the additional matters required to be noted by this Part. (2) Where any additional matter noted in a limited liability partnership’s beneficial ownership register in accordance with regulation 4, 5, 6 or 8 ceases to be true, the limited liability partnership shall, within one month of becoming aware of that fact — (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 — (i) that the additional matter has ceased to be true; and (ii) the date on which the additional matter ceased to be true. 4. Additional matters where there is no registrable person identified 4. (1) This regulation applies where a limited liability partnership knows or has reasonable cause to believe that there is no registrable person that can be identified in relation to the limited liability partnership. (2) The limited liability partnership shall note in its beneficial ownership register the words “no registrable person identified” to show that — (a) the limited liability partnership knows or has reasonable cause to believe that there is no registrable person identified in relation to it; or Page 6 Revised as at 31st December, 2021 c Beneficial Ownership (Limited Liability Partnership) Regulations (2022 Revision) Regulation 5 (b) the limited liability partnership 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.5. 5. Additional matters where an identified registrable person’s particulars are not confirmed 5. (1) This regulation applies where — (a) a limited liability partnership 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 60 of the Law. (2) The limited liability partnership shall note in its beneficial ownership register the words “confirmations pending” to show that the limited liability partnership has identified a registrable person in relation to the limited liability partnership but that all the required particulars of that person have not yet been confirmed. 6. Additional matters where a limited liability partnership’s investigations are ongoing 6. (1) This regulation applies where a limited liability partnership — (a) is not required to place a note in its beneficial ownership register by regulation 4 or 5; (b) has not entered, and is not required to enter, the required particulars of any registrable person in its beneficial ownership register; (c) has not yet completed taking reasonable steps to find out if there is anyone who is a registrable person in relation to the limited liability partnership; and (d) is not exempt under section 52(1) of the Law. (2) The limited liability partnership shall note in its beneficial ownership register the words “enquiries pending” 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 partnership. (3) If, at any time between — (a) the date of a limited liability partnership’s incorporation or registration by way of continuation under the Law, as applicable; and (b) the date of a limited liability partnership’s dissolution and removal from the register under the Law, the limited liability partnership’s beneficial ownership register contains the note “enquiries pending” for an uninterrupted period of not less than three calendar c Revised as at 31st December, 2021 Page 7 Beneficial Ownership (Limited Liability Partnership) Regulations (2022 Regulation 7 Revision) months, the fact that the note remains in the register for that period shall be prima facie evidence that a breach of section 60(1) of the Law has occurred. 7. Additional matters where there is a failure to comply with a notice given under section 56 or 62 of the Law 7. (1) This regulation applies where a corporate service provider has given a notice under section 56 or 62 of the Law and — (a) the addressee of the notice has failed to comply with the notice within the time specified in it; or (b) the addressee of the notice has complied with the notice, but after the time specified in it. (2) The corporate service provider shall note in the limited liability partnership’s beneficial ownership register that it has given a notice under section 56 or 62 of the Law, as the case may be, and — (a) where the notice has not been complied with, shall make a separate note in respect of each notice which has not been complied with; or (b) where the notice has been complied with after the time specified in it, shall note the date on which the notice was complied with. 8. Additional matters where a corporate services provider has issued a restrictions notice 8. (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 partnership’s beneficial ownership register the words “restrictions notice issued” 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 80 of the Law, the corporate service provider shall note in the limited liability partnership’s beneficial ownership register — (a) the words “restrictions notice withdrawn” 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 notice was given. (4) Where a court makes an order under section 77 of the Law directing that a relevant interest in the limited liability partnership cease to be subject to restrictions, the corporate service provider shall note in the limited liability partnership’s beneficial ownership register — (a) the words “restrictions ceased by court order” to show that the court has made the order under section 77 directing that a relevant interest in the limited liability partnership cease to be subject to restrictions; and Page 8 Revised as at 31st December, 2021 c Beneficial Ownership (Limited Liability Partnership) Regulations (2022 Revision) Regulation 9 (b) identify the interest in the limited liability partnership that is relevant to the restrictions notice by reference to the partnership interest or right in question. PART 3 – DUTIES OF CORPORATE SERVICES PROVIDERS AND THE REGISTRAR 9. Confirmation of limited liability partnership’s exemption from the application of Part 8 of the Law 9. (1) Where a limited liability partnership is exempt from the application of Part 8 of the Law, the corporate services provider that provides registered office services to the limited liability partnership (or the Registrar if the Registrar provides such services) shall provide the competent authority with all relevant information from the written confirmation of the exemption provided by the limited liability partnership under section 60(2) of the Law. (2) The relevant information shall be provided by way of the search platform established pursuant to section 67 of the Law and in the place and manner and at such intervals as are required of corporate services providers by virtue of section 68(2) of the Law and these Regulations. (3) The written confirmation of the exemption required to be provided by a limited liability partnership by section 60(2) of the Law shall include the following information for the purposes of paragraph (a)(ii) of that section — (a) for an exemption under section 52(1)(a) of the Law, the name of the stock exchange; (b) for an exemption under section 52(1)(c) of the Law, 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 52(1)(d) of the Law, the names of the relevant regulator and the jurisdiction in which that regulator is established; (d) for an exemption under section 52(1)(e) of the Law — (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; c Revised as at 31st December, 2021 Page 9 Beneficial Ownership (Limited Liability Partnership) Regulations (2022 Regulation 10 Revision) (e) for an exemption under section 52(1)(f) of the Law, the name of the relevant legal entity holding a licence under the relevant Law referred to in that section; (f) for an exemption under section 52(1)(g) of the Law, such information as may be prescribed. (4) Where a limited liability partnership is exempted on the basis that it is a subsidiary of one or more legal entities described in section 52(1) of the Law, the written confirmation shall include — (a) the names of — (i) every legal entity described in that section of which the limited liability partnership is a subsidiary for the reasons set out in section 52(4)(a) or (b); or (ii) the ultimate parent or parents in each chain of exempted legal entities, where the limited liability partnership is a subsidiary by reason only of section 52(4)(c); and (b) in respect of each legal entity named pursuant to paragraph (a), the paragraph of section 52(1) that provides for the exemption and such additional information as may be relevant based on the provisions set out in that paragraph. (5) Where, in the case of an exemption under section 52(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 partnership is exempt from the application of Part 8 of the Law under more than one paragraph of section 52(1) of the Law, 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 partnership. (7) The written confirmation referred to in paragraph (4) need only include the names of legal entities or parent entities that are required under subparagraph (4)(a) and apply to the limited liability partnership. 10. Changes to information in confirmation of exemption 10. (1) If a limited liability partnership that has provided a written confirmation of exemption to a corporate services provider or the Registrar in accordance with section 60(2) of the Law becomes aware that any information in the confirmation has ceased to be true, the limited liability partnership shall, within one month of becoming aware of that fact, provide the corporate services provider or the Registrar, as the case may be, with — Page 10 Revised as at 31st December, 2021 c Beneficial Ownership (Limited Liability Partnership) Regulations (2022 Revision) Regulation 11 (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 or the Registrar, as the case may be, shall provide the competent authority with all relevant information from the amended confirmation or exemption in accordance with the requirements of regulation 9(2). 11. Deposit of beneficial ownership information 11. (1) Corporate services providers shall deposit with the competent authority not less than once in each month — (a) the beneficial ownership information required to be deposited under section 68(2) of the Law and the relevant information required under regulation 9(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 partnership that is being wound up need only deposit the beneficial ownership information and notice referred to in that paragraph every ninety days. PART 4 – RESTRICTIONS NOTICE 12. Content of a restrictions notice 12. A restrictions notice shall — (a) specify the date on which it is issued; (b) identify the addressee’s relevant interest in the limited liability partnership that is relevant to the restrictions notice by reference to the partnership interest 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 c Revised as at 31st December, 2021 Page 11 Beneficial Ownership (Limited Liability Partnership) Regulations (2022 Regulation 13 Revision) (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. 13. Withdrawal of a restrictions notice 13. Where a corporate services provider is required to withdraw a restrictions notice under section 80 of the Law, the withdrawal notice shall — (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; (c) identify the interest in the limited liability partnership that is relevant to the restrictions notice by reference to the partnership interest or right in question; and (d) state that the relevant interest is no longer subject to restrictions. PART 5 – HOLDING AN INTEREST IN A LIMITED LIABILITY PARTNERSHIP DIRECTLY OR INDIRECTLY 14. Application 14. For the purposes of determining whether a person meets the specified conditions under section 54 or 55 of the Law or is a registrable person under section 58, this Part specifies the circumstances in which — (a) a person (“V”) is to be regarded as directly holding an interest in a limited liability partnership (“W”); and (b) an interest held by V in W is to be regarded as held indirectly through a legal entity. 15. Holding an interest in a limited liability partnership directly 15. (1) V holds an interest in limited liability partnership W directly if — (a) V holds a partnership interest of W directly; (b) V holds, directly, voting rights in W; (c) V holds, directly, the right to appoint or remove any of the persons entitled to take part in the management 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 — Page 12 Revised as at 31st December, 2021 c Beneficial Ownership (Limited Liability Partnership) Regulations (2022 Revision) Regulation 16 (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 paragraph (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. 16. Holding an interest in a limited liability partnership indirectly through a legal entity 16. (1) This regulation applies where V — (a) holds a partnership interest in W by virtue of indirectly holding a partnership interest in W; and (b) holds a partnership interest in W by virtue of having a majority stake as described in regulation 17(2) in — (i) a legal entity (‘L”) which holds the partnership interest directly; or (ii) a legal entity that is part of a chain of legal entities described in regulation 17(1)(b) that includes L. (2) Where this regulation applies, V holds the interest in W — (a) through L; and (b) through each other legal entity in the chain mentioned in paragraph (1)(b)(ii). 17. Rights or interests held indirectly 17. (1) A person holds a right or partnership interest indirectly if the person has a majority stake in a legal entity and that entity — (a) holds the right or partnership interest in question; or (b) is part of a chain of legal entities — (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 right or partnership interest. (2) For these purposes, a person (“A”) has a majority stake in a legal entity (“B”) if — (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 — (i) the board of directors of B; or (ii) the managers or a person holding similar or equivalent position in 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 c Revised as at 31st December, 2021 Page 13 Beneficial Ownership (Limited Liability Partnership) Regulations (2022 Regulation 18 Revision) (d) A has the right to exercise, or actually exercises, dominant direct influence or control over B. (3) In the application of this paragraph to the right to appoint or remove a majority of the board of directors, a legal entity is to be treated as having the right to appoint a director if — (a) a person’s appointment as director follows necessarily from that person’s appointment as director of the legal entity; or (b) the directorship is held by the legal entity itself. PART 6 – DETERMINING WHETHER A PERSON MEETS THE SPECIFIED CONDITIONS OR HOLDS A RELEVANT INTEREST 18. Determining whether a person meets specified conditions 18. This Part applies for the purposes of determining whether a person meets the specified conditions under section 54 or 55 of the Law or holds a relevant interest for the purposes of the provisions relating to restriction notices under Part 8 of the Law. 19. Joint interests and arrangements 19. (1) If two or more persons each hold a partnership interest or right jointly, each of them is treated as holding it. (2) If a partnership interest or right held by a person and a partnership interest or right held by another person are the subject of a joint arrangement between those persons, each of them is treated as holding the combined partnership interests or rights of both of them. 20. References to voting rights 20. (1) A reference to the voting rights in a legal entity is to the rights conferred on the persons holding partnership interests or equivalent equity 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 partnership. 21. Voting rights in a legal entity 21. In applying this Part, the voting rights in a legal entity shall be reduced by any rights held by the entity itself. Page 14 Revised as at 31st December, 2021 c Beneficial Ownership (Limited Liability Partnership) Regulations (2022 Revision) Regulation 22 22. Interests or rights held by nominees 22. An interest or right held by a person as nominee for another is to be treated for the purposes of these Regulations as held by the other (and not by the nominee). 23. Right to share in surplus limited liability partnership property 23. For the purpose of section 54(3)(a) of the Law, to the extent that the holding of a right to share in any surplus limited liability partnership property on a winding up of the limited liability partnership is not expressly provided for, each member of the limited liability partnership shall be treated as holding the right to an equal share in any surplus limited liability partnership property on a winding up. 24. Right to appoint or remove managers 24. A reference to the right to appoint or remove — (a) a majority of the directors; or (b) a manager or a person holding a similar or equivalent position, of a legal entity, is to the right to appoint or remove managers holding a majority of the voting rights on all or substantially all matters at meetings of the managers. 25. Rights treated as held by person who controls their exercise 25. (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 holding 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 — (a) by that person; (b) in accordance with that person’s directions or instructions; or (c) with that person’s consent or concurrence. 26. Rights exercisable only in certain circumstances, etc 26. (1) Rights that are exercisable only in certain circumstances shall be taken into account only — (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. c Revised as at 31st December, 2021 Page 15 Beneficial Ownership (Limited Liability Partnership) Regulations (2022 Regulation 27 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. 27. Rights attached to partnership interests held by way of security 27. Rights attached to partnership interests held by way of security provided by a person shall be treated as held by that person — (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’s instructions; and (b) where the partnership 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’s interests. 28. Limited partners 28. (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 partnership by virtue only of being a limited partner. (2) An individual or a legal entity does not meet the specified conditions in section 54(3) of the Law in relation to a limited liability partnership (or to the extent they may otherwise apply to such legal entity by virtue of section 55(3) of the Law) by virtue only of, directly or indirectly, holding a partnership interest or a right 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 54(5) of the Law (to the extent that the section would apply to the legal entity by virtue of section 55(3) of the Law) whether the members of a partnership or other entity meet the conditions in section 54(3) or (4) of the Law (to the extent that the section would apply to the legal entity by virtue of section 55(3) of the Law) in their capacity as members. (4) In this regulation, “limited partner” means — (a) a limited partner in a limited partnership registered under the Partnership 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 Page 16 Revised as at 31st December, 2021 c Beneficial Ownership (Limited Liability Partnership) Regulations (2022 Revision) Regulation 29 (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. PART 7 – ADMINISTRATIVE FINES 29. Definitions in this Part 29. In this Part — “administrative fine notice” means an administrative fine notice issued by the Registrar under regulation 30 for the imposition of an administrative fine, in accordance with section 88 of the Law, to a person who breaches a provision of Part 8 of the Law that is specified in the Schedule of the Law; “applicant” means a person who appeals against the decision of the Registrar to impose an administrative fine in accordance with section 88 of the Law; “original decision” means the decision of the Registrar to impose the administrative fine specified in an administrative fine notice, in accordance with section 88 of the Law; and “review committee” means a committee appointed by the competent authority under regulation 31(3). 30. Administrative fine notice 30. (1) The Registrar may impose an administrative fine, which is set out in the Schedule of the Law, in accordance with Part 9 of the Law for a breach of a provision under Part 8 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 — (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) — (a) to an individual, by sending the notice to the most recent email address provided by the individual to the Registrar; or c Revised as at 31st December, 2021 Page 17 Beneficial Ownership (Limited Liability Partnership) Regulations (2022 Regulation 31 Revision) (b) to a body corporate, by sending the notice to the most recent email address provided to the Registrar of — (i) a director or officer of the body corporate; or (ii) its corporate services provider. 31. Appeal to the competent authority 31. (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). 32. Review committee 32. (1) The review committee shall comprise the following officers of the ministry with responsibility for financial services — (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 31(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 the notice within the period and in the manner specified in the notice. (7) The review committee shall upon completing the inquiry, report its findings and recommendations to the competent authority. Page 18 Revised as at 31st December, 2021 c Beneficial Ownership (Limited Liability Partnership) Regulations (2022 Revision) Regulation 33 33. Decision by the competent authority 33. (1) The competent authority shall, upon receipt of the report of the review committee, consider and determine the application under regulation 31(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 31(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 — (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. 34. No stay of original decision 34. An appeal under regulation 31 does not stay the operation of the original decision by the Registrar to impose an administrative fine as specified in the administrative fine notice 35. Evidentiary provisions 35. (1) The date stated on an administrative fine notice is the date on which the administrative fine is considered imposed for the purpose of section 31(1)(b) of the Law. (2) For the purpose of regulation 31(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. c Revised as at 31st December, 2021 Page 19 Beneficial Ownership (Limited Liability Partnership) Regulations (2022 Revision) SCHEDULE SCHEDULE (regulation 31(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 31 at a particular email address: _______________________________________________________________________ (The email address of the competent authority) TAKE NOTICE that, under regulation 31, 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’s full name:____________________________ _________________________ The applicant’s physical address is: __________________________________________ _______________________________________________________________________ The applicant’s email address for notices from the competent authority to the applicant is: _______________________________________________________________________ Particulars about the application are as follows: The relevant prescribed provision set out in the administrative fine notice is: ________________________________________________________________________ The grounds of appeal on which the applicant relies are: ________________________________________________________________________ ________________________________________________________________________ The facts and circumstances that the applicant relies on for the grounds are: ________________________________________________________________________ ________________________________________________________________________ c Revised as at 31st December, 2021 Page 21 SCHEDULE Beneficial Ownership (Limited Liability Partnership) Regulations ________________________________________________________________________ (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) Publication in consolidated and revised form authorised by the Cabinet this 11th day of January, 2022. Kim Bullings Clerk of the Cabinet Page 22 Revised as at 31st December, 2021 c Beneficial Ownership (Limited Liability Partnership) Regulations (2022 Revision) ENDNOTES ENDNOTES Table of Legislation history: SL# Law/Act# Legislation Commencement Gazette 56/2020 Citation of Acts of Parliament Act, 2020 3-Dec-2020 LG89/2020/s1 150/2020 Beneficial Ownership (Limited Liability Partnership) 1-Dec-2020 LG87/2020/s4 (Amendment) Regulations, 2020 15/2019 Beneficial Ownership (Limited Liability Partnership) 30-Nov-2020 LG8/2019/s3 Regulations, 2019 c Revised as at 31st December, 2021 Page 23 Beneficial Ownership (Limited Liability Partnership) Regulations (2022 ENDNOTES Revision) (Price: $4.80) Page 24 Revised as at 31st December, 2021 c