Beneficial Ownership Transparency Act (2026 Revision)

CAYMAN ISLANDS Beneficial Ownership Transparency Act (2026 Revision) BENEFICIAL OWNERSHIP TRANSPARENCY REGULATIONS (2026 Revision) Supplement No. 5 published with Legislation Gazette No. 4 dated 29th January, 2026. PUBLISHING DETAILS Revised under the authority of the Law Revision Act (2020 Revision). Beneficial Ownership Transparency Regulations, 2024 [SL 26 of 2024] consolidated with the Beneficial Ownership Transparency (Amendment) Regulations, 2025 [SL 16 of 2025] and the Beneficial Ownership Transparency (Amendment) Regulations, 2026 [SL 1 of 2026]. Originally made — SL 26 of 2024 made 30th July, 2024 SL 16 of 2025 made 25th February, 2025 SL 1 of 2026 made 21st January, 2026. Consolidated and revised this 23rd January, 2026. Page 2 Revised as at 23rd January 2026 c Beneficial Ownership Transparency Regulations (2026 Revision) Arrangement of Regulations CAYMAN ISLANDS Beneficial Ownership Transparency Act (2026 Revision) BENEFICIAL OWNERSHIP TRANSPARENCY REGULATIONS (2026 Revision) Arrangement of Regulations Regulation Page PART 1 - PRELIMINARY 1. Citation ......................................................................................................................................7 2. Definitions ..................................................................................................................................7 PART 2 - ADDITIONAL MATTERS FOR BENEFICIAL OWNERSHIP REGISTER 3. Duty of a legal person to provide additional matters to corporate services provider ....................8 4. Additional matters where an identified registrable beneficial owner’s particulars are not confirmed ...................................................................................................................................9 5. Additional matters where a corporate services provider has issued a restrictions notice .......... 10 6. Nationality ................................................................................................................................ 10 PART 3 - DUTIES OF THE CORPORATE SERVICES PROVIDER 7. Changes to information ............................................................................................................ 10 8. Deposit of beneficial ownership information ............................................................................. 11 c Revised as at 23rd January 2026 Page 3 Arrangement of Regulations Beneficial Ownership Transparency Regulations (2026 Revision) PART 4 - RESTRICTIONS NOTICES 9. Content of a restrictions notice................................................................................................. 11 10. Withdrawal of a restrictions notice ........................................................................................... 11 PART 5 - ADMINISTRATIVE FINES 11. Administrative fines.................................................................................................................. 12 12. Administrative fine notice ......................................................................................................... 12 13. Appeal to the competent authority ........................................................................................... 13 14. Review committee ................................................................................................................... 13 15. Decision by the competent authority ........................................................................................ 14 16. Evidentiary provisions .............................................................................................................. 14 17. Duty to notify competent authority of discrepancies ................................................................. 15 PART 6 - HOLDING AN INTEREST IN A LEGAL PERSON DIRECTLY OR INDIRECTLY 18. Application of Part 6................................................................................................................. 15 19. Holding an interest in a legal person directly ............................................................................ 15 20. Holding an interest in a legal person indirectly through a legal entity ........................................ 15 21. Shares or voting rights held indirectly ...................................................................................... 16 22. Required particulars of certain persons .................................................................................... 17 23. Contact details of licensed fund administrator .......................................................................... 17 PART 7 - INTERPRETATION OF MISCELLANEOUS TERMS AND RULES RESPECTING THE HOLDING OF SHARES AND RIGHTS 24. Application of Part 7................................................................................................................. 18 25. Joint interests and arrangements ............................................................................................. 18 26. Calculating shareholdings ........................................................................................................ 18 27 Repealed ................................................................................................................................. 18 28 Voting rights in a legal person .................................................................................................. 18 29 Rights treated as held by person who controls their exercise ................................................... 18 30 Rights exercisable only in certain circumstances ..................................................................... 19 31. Rights attached to shares or interests held by way of security ................................................. 19 PART 8 - MISCELLANEOUS 32. Fee .......................................................................................................................................... 19 33. Criteria for the exercise of the competent authority’s exemption powers .................................. 20 SCHEDULE 1 21 BREACHES FOR WHICH AN ADMINISTRATIVE FINE MAY BE IMPOSED 21 SCHEDULE 2 25 Application for an appeal to the competent authority 25 Page 4 Revised as at 23rd January 2026 c Beneficial Ownership Transparency Regulations (2026 Revision) Arrangement of Regulations SCHEDULE 3 27 Fee 27 ENDNOTES 29 Table of Legislation history: ............................................................................................................... 29 c Revised as at 23rd January 2026 Page 5 Beneficial Ownership Transparency Regulations (2026 Revision) Regulation 1 CAYMAN ISLANDS Beneficial Ownership Transparency Act (2026 Revision) BENEFICIAL OWNERSHIP TRANSPARENCY REGULATIONS (2026 Revision) PART 1 - PRELIMINARY 1. Citation 1. These Regulations may be cited as the Beneficial Ownership Transparency Regulations (2026 Revision). 2. Definitions 2. (1) In these Regulations — “administrative fine notice” means an administrative fine notice issued by the Registrar under regulation 12 to a person who breaches a provision that is specified in Schedule 1; “applicant” means a person who appeals under regulation 13 against the decision of the Registrar to impose an administrative fine; “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, c Revised as at 23rd January 2026 Page 7 Regulation 3 Beneficial Ownership Transparency Regulations (2026 Revision) where there is at the very least a degree of stability (whether by its nature or terms, the time it has been in existence or otherwise); “joint arrangement” means an arrangement between the holders of shares or rights that they will exercise all, or substantially all, of the rights conferred by their respective shares or rights jointly in a way that is pre-determined by the arrangement; “legal entity” means — (a) a legal person; or (b) an entity established overseas that is similar to a legal person, and includes any other entity established in the Islands or overseas that has separate legal personality under the law by which it is governed; “original decision” means the decision of the Registrar to impose the administrative fine set out in an administrative fine notice under regulation 12; “principal Act” means the Beneficial Ownership Transparency Act (2026 Revision); “review committee” means a committee appointed by the competent authority under regulation 13(3); and “withdrawal notice” means a notice under section 19(3) of the principal Act that withdraws a restrictions notice. (2) In these Regulations — (a) a reference to the voting rights in a legal person is to be construed as the rights conferred on shareholders in respect of their shares (or, in the case of a legal person not having a share capital, on members) to vote at general meetings of the legal person on all or substantially all matters; and (b) in relation to a legal person 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 legal person shall be read as a reference to exercising rights in relation to the legal person that are equivalent to those of a person entitled to exercise voting rights in a legal person. PART 2 - ADDITIONAL MATTERS FOR BENEFICIAL OWNERSHIP REGISTER 3. Duty of a legal person to provide additional matters to corporate services provider 3. (1) A legal person shall provide in writing to a corporate services provider the additional matters required to be noted by this Part. (2) Where a registrable beneficial owner, the senior managing official or a trustee identified in accordance with section 4(3) of the principal Act is deceased and Page 8 Revised as at 23rd January 2026 c Beneficial Ownership Transparency Regulations (2026 Revision) Regulation 4 for that reason has ceased to function in the respective role, the legal person shall provide the date of death in writing to its corporate services provider. (3) If a legal person becomes aware that any information in relation to the required particulars has ceased to be current, the legal person shall provide, within thirty days of becoming aware of that fact and, in consideration of the legal person’s obligations under section 14 of the principal Act, the corporate services provider with written confirmation of the amended particulars, updating the information and including any additional information required by these Regulations. 4. Additional matters where an identified registrable beneficial owner’s particulars are not confirmed 4. (1) This regulation applies where — (a) a legal person has identified a registrable beneficial owner, the senior managing official or a trustee identified in accordance with section 4(3) of the principal Act in relation to the legal person; and (b) all the required particulars of the registrable beneficial owners, the senior managing official or the trustees identified in accordance with section 4(3) of the principal Act of that legal person have not yet been identified or confirmed by the legal person in accordance with section 6 of the principal Act, or verified by the corporate services provider in accordance with section 11 of the principal Act. (2) The corporate services provider of the legal person shall note in the legal person’s beneficial ownership register the word “pending” to show that either — (a) the legal person is in the process of taking steps to identify all of the required particulars of the registrable beneficial owner in relation to the legal person; or (b) the legal person has identified a registrable beneficial owner in relation to the legal person but all the required particulars have not yet been confirmed by the legal person or verified by the corporate services provider. (3) If at any time between — (a) the date of a legal person’s incorporation, establishment or registration by way of continuation under — (i) the Companies Act (2026 Revision); (ii) the Limited Liability Companies Act (2025 Revision); (iii) the Limited Liability Partnership Act (2025 Revision); (iv) the Exempted Limited Partnership Act (2025 Revision); or (v) the Partnership Act (2025 Revision); and (b) the date of the legal person’s dissolution or removal from the register, or similar record, kept by the Registrar under — c Revised as at 23rd January 2026 Page 9 Regulation 5 Beneficial Ownership Transparency Regulations (2026 Revision) (i) section 26(3) of the Companies Act (2026 Revision); (ii) section 4(2) of the Limited Liability Companies Act (2025 Revision); (iii) section 44(2) of the Limited Liability Partnership Act (2025 Revision); (iv) section 9(2) of the Exempted Limited Partnership Act (2025 Revision); or (v) section 49(2) of the Partnership Act (2025 Revision), the legal person’s beneficial ownership register, or similar record, contains the note “pending” for an uninterrupted period of three or more calendar months, the legal person is presumed to be in breach of section 6 of the Act. 5. Additional matters where a corporate services provider has issued a restrictions notice 5. (1) This regulation applies where a corporate services provider has issued a restrictions notice under section 19 of the principal Act. (2) The corporate services provider shall note in the legal person’s beneficial ownership register the date of issuance of the restrictions notice. (3) Where the Grand Court makes an order under section 21 of the principal Act directing that a relevant interest in the legal person cease to be subject to restrictions, the corporate services provider shall — (a) note in the legal person’s beneficial ownership register the date that the restrictions notice ceased; and (b) enter into the legal person’s records a copy of the Grand Court’s order. 6. Nationality 6. (1) The required particulars for nationality in accordance with section 12(5)(e) of the principal Act is a single nationality. (2) Notwithstanding paragraph (1), where an individual holds more than one nationality, it is required that this is indicated in the beneficial ownership register. PART 3 - DUTIES OF THE CORPORATE SERVICES PROVIDER 7. Changes to information 7. A corporate services provider shall, on receipt of amended particulars provided by the legal person under regulation 3(3), update the register. Page 10 Revised as at 23rd January 2026 c Beneficial Ownership Transparency Regulations (2026 Revision) Regulation 8 8. Deposit of beneficial ownership information 8. (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 13 of the principal Act; or (b) if the beneficial ownership information referred to in subparagraph (a) has not changed since the prior deposit of the information, an indicator that there has been no change to the information since that time. (2) The beneficial ownership information or indicator 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), and subject to section 14(2) of the principal Act, the period for the deposit of the beneficial ownership information and indicator referred to in that paragraph is — (a) every ninety days for a legal person that is in liquidation; and (b) every three hundred and sixty-five days for an ordinary resident company. PART 4 - RESTRICTIONS NOTICES 9. Content of a restrictions notice 9. A restrictions notice under section 19 of the principal Act shall — (a) specify the date on which it is issued; (b) if applicable, identify the interest in the legal person 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; (e) state that an aggrieved person may apply to the Grand Court under section 21(3) of the principal Act for an order directing that the relevant interest cease to be subject to restrictions; and (f) state that where the relevant interest is subject to a pre-existing security interest granted to a third party who is not affiliated with the legal person the restrictions notice shall not take effect in accordance with section 19(1)(c) of the principal Act. 10. Withdrawal of a restrictions notice 10. (1) Where a corporate services provider is required to withdraw a restrictions notice under section 19 of the principal Act, the withdrawal notice shall — c Revised as at 23rd January 2026 Page 11 Regulation 11 Beneficial Ownership Transparency Regulations (2026 Revision) (a) be sent to the legal person within fourteen days after the day on which the corporate services provider is required to withdraw the restrictions notice; (b) specify the date on which the withdrawal notice is sent; (c) if applicable, identify the interest in the legal person 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. (2) Where a corporate services provider withdraws a restrictions notice under section 19(3) of the principal Act, the corporate services provider shall — (a) update the legal person’s beneficial ownership register with the beneficial ownership particulars and the date the restrictions notice ceased; and (b) note in the legal person’s records the basis of the withdrawal of the restrictions notice. PART 5 - ADMINISTRATIVE FINES 11. Administrative fines 11. An administrative fine, where it is imposed on a corporate services provider, shall be in respect of each legal person to which the breach relates. 12. Administrative fine notice 12. (1) The Registrar may impose an administrative fine for a breach of any of the provisions of the principal Act or these Regulations that is specified in Schedule 1 by issuing to a person an administrative fine notice in accordance with paragraphs (3) and (4). (2) Repealed by regulation 4 of the Beneficial Ownership Transparency (Amendment) Regulations, 2026 [SL 1 of 2026]. (3) 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 administrative fine is imposed and the relevant provision under the principal Act or these Regulations; (c) details of the breach; (d) the amount of the administrative fine; (e) how payment should be made; (f) the date by which the administrative fine should be paid; (g) the effects of non-payment; (h) the process for appealing against the decision of the Registrar to impose the administrative fine; and Page 12 Revised as at 23rd January 2026 c Beneficial Ownership Transparency Regulations (2026 Revision) Regulation 13 (i) reasons for the decision. (4) The Registrar may issue an administrative fine notice under paragraph (1) — (a) to an individual, by sending the notice to the most recent email address provided to the Registrar; (b) to a legal person, by sending the notice to the most recent email address provided to the Registrar for — (i) a director or senior officer of the legal person; or (ii) its corporate services provider; or (c) to a corporate services provider, by sending the notice to the most recent email address provided to the Registrar. 13. Appeal to the competent authority 13. (1) A person who receives an administrative fine notice may, by application under paragraph (2), appeal to the competent authority against the decision of the Registrar to impose the administrative fine. (2) An application under paragraph (1) shall be made in the form set out in Schedule 2 within thirty days after 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). (4) The applicant shall not be required to pay the administrative fine specified in the administrative fine notice until a decision is made by the competent authority under regulation 15 which affirms the Registrar’s decision to impose the administrative fine. 14. Review committee 14. (1) The review committee shall comprise the following officers of the ministry with responsibility for financial services or any of the ministry’s departments or agencies — (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 the Registrar’s decision to impose an administrative 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 13(1) and the grounds on which the applicant relies. c Revised as at 23rd January 2026 Page 13 Regulation 15 Beneficial Ownership Transparency Regulations (2026 Revision) (5) On being notified by the review committee under paragraph (4), 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. (6) The competent authority may, by notice in writing, require an applicant to provide documents, statements or any other information as it may reasonably require in the exercise of its functions. (7) An applicant who receives a notice under paragraph (6) shall comply with that notice within the period and in the manner specified in the notice. (8) The review committee shall, on completing the inquiry, report its findings and recommendations to the competent authority. 15. Decision by the competent authority 15. (1) The competent authority shall, upon receipt of the report of the review committee, consider and determine the application under regulation 13(1) and may affirm, set aside or vary the amount of the administrative fine imposed in the original decision the variation being no more than the administrative fine imposed by the Registrar. (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 thirty days of receipt of an application under regulation 13(1), give the applicant notice of its decision. (4) The notice of the decision on the application shall state — (a) the date of the decision; (b) the reasons for the decision; (c) if applicable, the reasons for the variation to the administrative fine; and (d) that the applicant may apply to the Grand Court for judicial review of the decision. (5) Where the competent authority affirms the original decision or varies the amount of the administrative fine, the person on whom the administrative fine was imposed by the original decision shall pay the administrative fine within fifteen days after the date of the notice of the decision. (6) Where the competent authority sets aside the original decision, the original decision is deemed never to have been made. 16. Evidentiary provisions 16. (1) The date stated on an administrative fine notice is the date on which the administrative fine is considered imposed for the purposes of section 26 of the principal Act. Page 14 Revised as at 23rd January 2026 c Beneficial Ownership Transparency Regulations (2026 Revision) Regulation 17 (2) For the purposes of regulation 13(2), where the administrative fine notice is sent to a person by email, the date on which the email is sent is the date of receipt. 17. Duty to notify competent authority of discrepancies 17. (1) Every person referred to in section 22(2) of the principal Act, who, by virtue of section 22 of the principal Act has access to beneficial ownership information, shall notify the competent authority of any discrepancy in the information as soon as reasonably practicable, that being no later than five days after the discrepancy was discovered. (2) On receipt of a notification under paragraph (1), the competent authority shall take action as the competent authority considers reasonably appropriate to verify the discrepancy in the beneficial ownership information in a timely manner. PART 6 - HOLDING AN INTEREST IN A LEGAL PERSON DIRECTLY OR INDIRECTLY 18. Application of Part 6 18. For the purposes of determining whether a person meets the specified conditions for beneficial ownership under section 4 of the principal Act or is a registrable beneficial owner under section 7 of the principal Act, this Part specifies the circumstances in which — (a) a person (“A”) is to be regarded as directly holding an interest in a legal person (“B”); and (b) an interest held by a person (“A”) in a legal person (“B”) is to be regarded as held indirectly through a legal entity other than B. 19. Holding an interest in a legal person directly 19. (1) A holds, directly, interests or voting rights in B; or— (a) A holds shares in B directly; (b) A holds, directly, or represented by partnership interest, voting rights in B; or (c) A otherwise exercises ultimate effective control over the management of B. (2) Where paragraph (1)(a), (b) and (c) are not met by A, A holds an interest where A exercises control of B through other means in accordance with section 4(1)(c) of the principal Act. 20. Holding an interest in a legal person indirectly through a legal entity 20. (1) This regulation applies where A — c Revised as at 23rd January 2026 Page 15 Regulation 21 Beneficial Ownership Transparency Regulations (2026 Revision) (a) holds an interest in B by virtue of indirectly holding shares or voting rights; and (b) holds an interest in B by virtue of having a majority stake as described in regulation 21 in — (i) a legal entity (“L”) which holds the shares or voting rights directly in B; or (ii) a legal entity that is part of a chain of legal entities such as is described in regulation 21(1)(b) or (2)(b) that includes L. (2) Where this regulation applies, A holds the interest in B — (a) through L; and (b) through each other legal entity in the chain mentioned in paragraph (1)(b)(ii). 21. Shares or voting rights held indirectly 21. (1) A holds a share indirectly in B if A has a majority stake in a legal entity and that legal entity — (a) holds the share in B; or (b) is part of a chain of legal entities — (i) each of which, other than the last, has a majority stake in the legal entity immediately below it in the chain; and (ii) the last of which holds the share in B. (2) A holds voting rights indirectly in B if A has a majority stake in a legal entity and that legal entity — (a) holds those voting rights; or (b) is part of a chain of legal entities — (i) each of which, other than the last, has a majority stake in the legal entity immediately below it in the chain; and (ii) the last of which holds those voting rights in B. (3) For the purposes of paragraphs (1)(b)(i) and (2)(b)(i), A has a majority stake in B if — (a) A holds a majority of the voting rights in B; (b) A exercises ultimate effective control over the management of B; (c) A is a member of B and controls alone a majority of the voting rights in B pursuant to a joint agreement with other shareholders or members; or (d) A has the right to exercise, or actually exercises, dominant direct influence or control over B. Page 16 Revised as at 23rd January 2026 c Beneficial Ownership Transparency Regulations (2026 Revision) Regulation 22 (4) For the purposes of this regulation, the reference to majority stake means “holding more than 50 per cent”. 22. Required particulars of certain persons 22. (1) The required particulars of the senior managing official identified in accordance with section 4(4) of the principal Act shall be entered in the beneficial ownership register in accordance with section 12(5) of the principal Act. (2) The required particulars of the trustee identified in accordance with section 4(3) of the principal Act, unless the trustee meets the definition of a reportable legal entity, are — (a) the required particulars of an individual as set out in section 12(5) of the principal Act; or (b) where the trustee is a corporate trustee, the required particulars set out in section 12(6) of the principal Act, the name of the individual to be contacted, the individual’s email address and telephone number. (3) The required particulars of persons considered as individuals under section 2(2) of the principal Act are — (a) the required particulars set out in section 12(6) of the principal Act; and (b) the name of the individual to be contacted, the individual’s email address and telephone number. 23. Contact details of licensed fund administrator 23. The contact details of a licensed fund administrator (or another contact person licensed or registered under a regulatory law) for the provision of beneficial ownership information in accordance with section 12(4)(c) of the principal Act shall include — (a) the name of the licensed fund administrator (or the other contact person licensed or registered under a regulatory law); and (b) the address, telephone number and email address of the licensed fund administrator (or the other contact person licensed or registered under a regulatory law). c Revised as at 23rd January 2026 Page 17 Regulation 24 Beneficial Ownership Transparency Regulations (2026 Revision) PART 7 - INTERPRETATION OF MISCELLANEOUS TERMS AND RULES RESPECTING THE HOLDING OF SHARES AND RIGHTS 24. Application of Part 7 24. This Part applies for the purposes of determining whether a person meets the specified conditions for beneficial ownership under section 4 of the principal Act or holds a relevant interest for the purposes of the provisions respecting restrictions notices under the principal Act. 25. Joint interests and arrangements 25. (1) If two or more persons each holds a share or right jointly, each of them is treated as holding that share or right. (2) If shares or rights held by a person and shares or rights held by another person are the subject of a joint arrangement between those persons, each of them is treated as holding the combined shares or rights of both of them. 26. Calculating shareholdings 26. In relation to a legal person— (a) a reference to holding shares in that legal person is to be construed as holding a right to share in the capital or, as applicable, profits of that legal person; and (b) a reference to holding twenty-five per cent or more of the shares in that legal person is to be construed as holding a right or rights to share in twenty-five per cent or more of the capital or, as applicable, profits of that legal person. 27 Repealed 27. Repealed by regulation 9 of the Beneficial Ownership Transparency (Amendment) Regulations, 2026 [SL 1 of 2026]. 28 Voting rights in a legal person 28. In applying this Part, the voting rights in a legal person shall be reduced by any rights held by the legal person itself. 29 Rights treated as held by person who controls their exercise 29. (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. Page 18 Revised as at 23rd January 2026 c Beneficial Ownership Transparency Regulations (2026 Revision) Regulation 30 (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 — (a) by that person; (b) in accordance with that person’s directions or instructions; or (c) with that person’s consent or concurrence. 30 Rights exercisable only in certain circumstances 30. (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. (2) Notwithstanding paragraph (1), rights that are exercisable by an administrator or by creditors while a legal person is in insolvency proceedings shall not be taken into account even while the legal person is in those proceedings. (3) Rights that are normally exercisable but are temporarily incapable of being exercised shall continue to be taken into account. 31. Rights attached to shares or interests held by way of security 31. Rights attached to shares or interests held by way of security shall be treated as held by the person providing the security — (a) where apart from the right to exercise them for the purpose of preserving the value of the security, or of realizing it, the rights are exercisable only in accordance with that person’s instructions; and (b) where the shares or 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 realizing it, the rights are exercisable only in that person’s interests. PART 8 - MISCELLANEOUS 32. Fee 32. The prescribed fee for the purposes of the principal Act and these Regulations for accessing information on the search platform by a licensed financial institution or a designated non-financial business or profession is specified in Schedule 3. c Revised as at 23rd January 2026 Page 19 Regulation 33 Beneficial Ownership Transparency Regulations (2026 Revision) 33. Criteria for the exercise of the competent authority’s exemption powers 33. The competent authority may, by giving written notice to an individual or a legal person, exempt an individual or a legal person from compliance with a notice or duty under section 10 of the principal Act — (a) if it is in the interest of national security; or (b) for the prevention and detection of crime. Page 20 Revised as at 23rd January 2026 c Beneficial Ownership Transparency Regulations (2026 Revision) SCHEDULE 1 SCHEDULE 1 (regulation 12(1)) BREACHES FOR WHICH AN ADMINISTRATIVE FINE MAY BE IMPOSED Item number Relevant Description of breach Provision 1. Section 6(2) Failure of the legal person to identify every individual that is a beneficial owner of the legal person, every reportable legal entity or the trustees of a trust referred to in section 4(3) of the principal Act. 2. Section 6(3) Failure of a legal person to provide in writing to its corporate services provider the current and valid required particulars of registrable beneficial owners in respect of the legal person. 3. Section 8 Failure of a legal person to give notice in writing to beneficial owners and reportable legal entities identified by the legal person under section 6 of the principal Act 4. Section 9 Failure of a registrable beneficial owner to supply information under section 9(1) of the principal Act within the timeframe specified in section 9(3) of the principal Act. 5. Section 11(1) Failure of a corporate services provider to take reasonable measures to verify the identity of a beneficial owner. 6. Section 12(1) Failure of a corporate services provider to provide the competent authority with written confirmation as to the category of that legal person. 6A Section 12(8) Failure of the legal person to provide requested beneficial ownership information. 7. Section 13(1) Failure of a corporate services provider engaged for the provision of registered office services to establish and maintain adequate, accurate and current beneficial ownership information in relation to the legal person in the form of required particulars. c Revised as at 23rd January 2026 Page 21 SCHEDULE 1 Beneficial Ownership Transparency Regulations (2026 Revision) Item number Relevant Description of breach Provision 8. Section 13 Failure of a corporate services provider to update the Regulation 7 register on receipt of the amended particulars provided by the legal person under regulation 3(3) 9. Section 13(3); Failure of a corporate services provider to deposit the Regulation 8 beneficial ownership information required to be deposited under section 13 of the principal Act in accordance with regulation 8(1)(a) or failure to file an indicator that there is no change where the beneficial ownership information has not changed since the prior deposit of information in accordance with regulation 8(1)(b) 10. Section 14(1) Failure of a legal person to give notice requesting confirmation of a relevant change to a registrable beneficial owner as soon as reasonably practicable (that being no later than thirty days after it learns of the change or had reasonable cause to believe that the change had occurred) 11. Section 14(2) Failure of a legal person that receives confirmation of a relevant change to record the details of the change and to instruct the corporate services provider to enter in the legal person’s beneficial ownership register, in the prescribed form and manner, the information specified in section 14(2) of the principal Act. 12. Section 14 Failure of the legal person to provide in writing to its Regulation corporate services provider the date on which a deceased 3(2) registrable beneficial owner ceased to be a registrable beneficial owner. 13. Section 14 Failure of the legal person to notify a corporate services Regulation provider to update its beneficial ownership register within 3(3) thirty days of becoming aware of the additional matters ceasing to be accurate. 14. Section 15 Failure of a person to whom section 15 of the principal Act applies — (a) to notify the legal person of a relevant change; (b) to state the date on which the relevant change occurred; or (c) to give the legal person the information needed to update the legal person’s beneficial ownership register, Page 22 Revised as at 23rd January 2026 c Beneficial Ownership Transparency Regulations (2026 Revision) SCHEDULE 1 Item number Relevant Description of breach Provision within the timeframe specified in section 15(3) of the principal Act. 15. Section 16 Failure of a corporate services provider engaged by the legal person to — (a) remove the entry relating to an individual or reportable legal entity from the legal person’s beneficial ownership register; or (b) retain the record relating to an individual or reportable legal entity for five years after the date on which the individual or reportable legal entity ceased to be a registrable beneficial owner in relation to the legal person. 16. Section 18(1) Failure of a legal person’s corporate services provider who is of the opinion that the legal person — (a) has failed to comply with section 8 or 14 of the principal Act without reasonable excuse; or (b) has made a statement regarding matters relevant to the principal Act to the corporate services provider that is false or misleading, to give notice of this to the legal person. 17. Section 18(2) Failure of a legal person on receipt of a notice under section 18(1) of the principal Act to provide the corporate services provider with — (a) the missing particulars required under section 12 of the principal Act pertaining to registrable beneficial owners; or (b) a justification or correction respecting any statement identified as being false or misleading in the notice . 18. Section 18(3) Failure of a corporate services provider to — (a) issue a restrictions notice to a legal person; or (b) send a copy of the restrictions notice to the competent authority within fourteen days of issuing it, where the legal person does not comply with the obligations under section 18(3) of the principal Act. 19. Section 24(2) Failure of a legal person or a corporate services provider c Revised as at 23rd January 2026 Page 23 SCHEDULE 1 Beneficial Ownership Transparency Regulations (2026 Revision) Item number Relevant Description of breach Provision to respond to a request for information under section 24(1) of the principal Act within the period and in the manner specified in the notice of request. 20. Section 25 Failure of a corporate services provider to forward the correspondence or documentation to the legal person or individual to whom it is addressed without delay. Page 24 Revised as at 23rd January 2026 c Beneficial Ownership Transparency Regulations (2026 Revision) SCHEDULE 2 SCHEDULE 2 (regulation 13(2)) Application for an appeal to the competent authority To: The competent authority At:____________________________________________________________ (The physical address of the competent authority) OR Where the competent authority accepts electronic applications via email: _______________________________________________________________ (The email address of the competent authority) TAKE NOTICE that, under regulation 13, 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 administrative 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 person is: _______________________________________________________________ Particulars about the application are as follows: c Revised as at 23rd January 2026 Page 25 SCHEDULE 2 Beneficial Ownership Transparency Regulations (2026 Revision) The relevant provision set out in the administrative fine notice is: _______________________________________________________________ The grounds of appeal on which the person relies are: _______________________________________________________________ _____________________________________________________ The facts and circumstances that the person relies on for the grounds of appeal 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 by the applicant where applicant is an individual/ Signed on behalf of the applicant where the applicant is not an individual ______________________________________________________ Position with the applicant where the applicant is not an individual Page 26 Revised as at 23rd January 2026 c Beneficial Ownership Transparency Regulations (2026 Revision) SCHEDULE 3 SCHEDULE 3 (regulation 32) Fee Section or Description of Fee Fee Regulation Section Annual fee for accessing information on the $1500 per user 22(3) search platform by a licensed financial institution or a designated non-financial business or profession under regulation 55A of the Anti-Money Laundering Regulations (2025 Revision). Publication in consolidated and revised form authorised by the Cabinet this 28th day of January 2026. Kim Bullings Clerk of the Cabinet c Revised as at 23rd January 2026 Page 27 Beneficial Ownership Transparency Regulations (2026 Revision) ENDNOTES ENDNOTES Table of Legislation history: SL # Act/Law # Legislation Commencement Gazette 1/2026 Beneficial Ownership Transparency (Amendment) 23-Jan-2026 LG3/2026/s1 Regulations, 2026 16/2025 Beneficial Ownership Transparency (Amendment) 25-Feb-2025 LG17/2025/s3 Regulations, 2025 26/2024 Beneficial Ownership Transparency Regulations, 2024 31-Jul-2024 LG26/2024/s11 c Revised as at 23rd January 2026 Page 29 ENDNOTES Beneficial Ownership Transparency Regulations (2026 Revision) Page 30 Revised as at 23rd January 2026 c Beneficial Ownership Transparency Regulations (2026 Revision) ENDNOTES c Revised as at 23rd January 2026 Page 31 ENDNOTES Beneficial Ownership Transparency Regulations (2026 Revision) (Price: $6.40) Page 32 Revised as at 23rd January 2026 c