Under Cayman Islands law, any person seeking to become a controller of a CIMA-licensed entity must first obtain CIMA’s written approval. Certain regulatory laws (aside from the Insurance Act (As Revised)) go further, requiring prior approval for any issuance, transfer, disposal or other dealing in shares of the licensee, whether direct or indirect. These requirements apply across a range of key regulatory laws, including the Banks and Trust Companies Act (As Revised), the Companies Management Act (As Revised), the Mutual Funds Act (As Revised), among others. However, the Insurance Act (As Revised) requires CIMA’s prior approval only where shares totalling more than 10% of a licensee’s share capital or voting rights are issued or transferred.
Each of these laws exempts entities from prior-approval requirements where the licensee, or a parent entity in its ownership chain, is listed on a CIMA-approved stock exchange. With BISX now on the approved list, eligible BISX-listed groups may rely on these publicly listed exemptions, significantly streamlining routine share transfers and issuances and removing the need for case-by-case CIMA approval.
Importantly, BISX’s addition to CIMA’s approved list does not automatically extend to the Registrar’s List of Approved Stock Exchanges under the Companies Act (As Revised) (the “Companies Act“). Under the Beneficial Ownership Transparency Act (As Revised), entities listed on an approved stock exchange may qualify for simplified reporting, requiring only limited particulars rather than full beneficial ownership disclosure. BISX-listed entities should therefore monitor whether the Registrar adds BISX to Schedule 4 of the Companies Act — a step that would unlock this streamlined reporting regime.
This is a welcome development for BISX-listed groups in the Cayman Islands. Industry participants are encouraged to assess how the publicly listed exemptions apply to their structures and to watch for further updates to the Companies Act regarding beneficial ownership reporting.
