March 2025 1515 slides

THE REGULATORY 15/15 Podcast March 2025

Speakers

Chris Capewell

Anthony Mourginos

Laura Goucke

Partner +1 345 814 5666 chris.capewell@maples.com

Associate +1 345 814 5155 anthony.mourginos@maples.com

Paralegal +1 345 814 5304 laura.goucke@maples.com

Content • Beneficial Ownership Transparency (Amendment) Act, 2025 • Beneficial Ownership – Legitimate Interest Access and Access Restriction • Who can access beneficial ownership information?

• How is access requested?

• Can beneficial owners request non-disclosure of information? In what circumstances and how?

• Tax Information Authority ("TIA") penalty notices • Virtual Asset Service Providers ("VASPs") – new licensing regime

Introduction

Introduction to the 15/15 • A 15-minute summary of the latest developments in the regulatory laws of the Cayman Islands released on the 15th day of every month • A copy of the previous 15/15 released on 15 January can be accessed on our website: Maples 15/15 • Comments and suggestions to format of the 15/15 are always welcome – please email speakers directly

Beneficial Ownership Transparency (Amendment) Act, 2025

Beneficial Ownership Transparency (Amendment) Act • Passed on 6 February 2025 • Enacted clarifications in relation to certain provisions of the principal Act • modified the definition of "beneficial owner" in relation to a trust – trustee to be identified as contact person in respect of a legal person where the trust meets one of the limbs of the definition of a "beneficial owner". This clarified the position, which previously only required naming of a trustee in circumstances where no other individual met the definition • clarified the position that a senior managing official is to be named with respect to a legal person where there is no registrable beneficial owner or trustee identified • exempted registered non-profit organisations from the provisions of the principal Act

Beneficial Ownership Transparency (Amendment) Act (cont'd) • Enacted clarifications cont’d • clarified position regarding responsibility of legal person when applying "alternative route to compliance". Previously doubt as to ultimate responsibility for a failure to respond to ROC in the event of a request for information – new language in s12(8) makes clear it is the fund's responsibility to ensure the contact person can provide the requested data • above aligns with new specific administrative fine for legal person's failure to provide requested beneficial owner (no corresponding fine for the contact person) • clarified what information will be available for a member of the public seeking access to the register. For individuals, clarified that this is not limited to beneficial owners (extends to senior managing officials or individual trustees). For legal entities named on the register, clarified that it extends to reportable legal entities, foreign corporate trustees and deemed beneficial owners

Beneficial Ownership Registers – Legitimate Interest Access and Access Restriction

Legitimate Interest Access and Access Restriction • 28 February 2025 - Beneficial Ownership Transparency (Legitimate Interest Access) Regulations (As Revised) (the "LIA Regulations") commenced

• The LIA Regulations set out the framework for certain members of the public to apply to the Competent Authority to request access to beneficial ownership information relating to a Legal Person • 9 December 2024 - Beneficial Ownership Transparency (Access Restriction) Regulations (As Revised) ("Access Restriction Regulations") commenced

• The Access Restrictions Regulations allow beneficial owners to apply to the Competent Authority for protection from their information being disclosed pursuant to the LIA Regulations • 17 December 2024 – CIG issued Guidance on Applying for Access to Beneficial Ownership Information on the Basis of Legitimate Interest and for the Protection from Disclosure (the "Guidance")

Legitimate Interest Access • Legitimate interest – Who are we talking about?

• is a person engaged in journalism or bona fide academic research • is acting on behalf of a civil society organisation whose purpose includes the prevention or combating of money-laundering, its predicate offences or terrorism financing, or • is seeking that information in the context of a potential or actual business relationship or transaction with the Legal Person about whom that information is sought, AND has a legitimate interest in that information for the purpose of preventing, detecting, investigating, combating or prosecuting money laundering or its predicate offences or terrorist financing

Gaining Access • The Competent Authority is required to establish an IT search platform (the "Search Platform") by means of which certain public bodies may be provided with access to beneficial ownership information • Applications to be granted access may also be made by the public (legitimate interest access) • The Guidance sets out the evidence which is required in to be provided in support of an application under the LIA Regulations • Differs slightly for each category of person referred to above • An application will only be granted in each case if the applicant can provide sufficient evidence that the information is sought for the purpose of preventing, detecting, investigating, combating or prosecuting money laundering or its predicate offences or terrorist financing

Access Restriction • Right to seek protection from disclosure of information on the Search Platform where a beneficial owner reasonably believes that disclosure of the information will place the beneficial owner or an individual living in their same household at serious risk of • kidnapping • extortion

• violence • intimidation, or • any similar danger or serious harm • To make application complete form found at Schedule 1 of the Access Restriction Regulations, provide supporting documentation and pay the prescribed fee of CI$1,000 • Once submitted and broad requirements met, an initial / temporary protection is put in place whilst the application is considered in detail

TIA Penalty Notices

TIA Penalty Notices • Recently we have seen TIA issue a number of Penalty Notices with respect to breaches of the Tax Information Authority (International Tax Compliance) (Common Reporting Standard) Regulations (As Revised) (the "CRS Regulations")

• These Penalty Notices follow earlier Breach Notices issued around SeptemberOctober 2024 and purport to take into account any written submissions made by Financial Institutions ("FIs") as to why the fines ought not to be imposed • Pursuant to Reg. 32 of the CRS Regulations – there is a right to appeal the fines within 60 days of the Penalty Notice to the Grand Court of the Cayman Islands

• There may be individual examples where grounds of appeal with good prospects of success may exist • We expect those cases to be rare and that most FIs will opt to pay the Penalty Notices • The Maples Regulatory Team stands ready to assist

VASP Licensing Regime

VASP Licensing Regime • 1 April 2025 – VASP licensing regime for virtual asset trading platforms and virtual asset custodians commences (Phase 2 of VASP regime) • CIMA Rule and Statement of Guidance commence on same date • Within 90 days - a currently registered person engaged in the provision of virtual asset custody services or the operation of a virtual asset trading platform must apply for a licence • New operational requirements for ALL VASPs (not just licensees): • Must have at least 3 directors (one independent) • Must seek CIMA's prior approval of business plan changes • Must notify CIMA of litigation within 30 days • If holding fiat currency on behalf of clients must do so in a regulated bank • It is now an offence for VASPs to make / permit misleading representations about their virtual asset activities

This presentation was presented on, and is only accurate to 13 March 2025. The information within this presentation is provided for general guidance only, is not intended to be comprehensive and does not constitute legal advice or give rise to an attorney / client relationship.

Specialist legal advice should be taken in relation to specific circumstances. If you require legal advice, please reach out to your usual Maples and Calder contact.

Published by Maples and Calder (Cayman) LLP.

March 2025 © MAPLES GROUP

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