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Companies are reminded that they must know their beneficial owners and must maintain beneficial ownership information at their registered office. 

This reminder has come from acting Deputy Registrar with the Corporate Affairs and Intellectual Property Office (CAIPO), Joyann Catwell, who said the availability of beneficial ownership information helps to ensure that business entities are free from misuse of illicit activities, and therefore protects the legitimate financial system from illegitimately acquired funds.

Beneficial owners are persons who ultimately own or control a company or other legal entity. This information is vital to ensure that companies are not being used for nefarious activities, such as money laundering.

Ms. Catwell continued: “Beneficial ownership information is now a key requirement of international tax transparency in the fight against tax evasion and other financial crimes.

“The requirements for maintaining a record of the beneficial ownership of companies were introduced in direct response to international recommendations to ensure that Barbados has in place an effective framework to prevent money laundering, terrorist financing, corruption, tax evasion and other financial crimes.”

The acting Deputy Registrar said it is usually very easy to identify the beneficial owner(s) in companies with simple corporate structures. “In more complex structures, as is the case with companies which have several shareholders, there are different methods which can be employed to identify the beneficial owner(s),” she explained.

The Beneficial Ownership Guidelines, which were issued in July, 2021, by the Registrar of Corporate Affairs, provide guidance on the issue of beneficial ownership; specifically, the application and interpretation of the term “beneficial ownership” and how to identify beneficial owners in various types of corporate structures.  The guidelines may be accessed from the website www.caipo.gov.bb.

According to Section 170 of the Companies Act as amended by the Corporate (Miscellaneous Provisions) Act, 2015-1,a company must notify the Registrar of CAIPO that the beneficial ownership information has been maintained at the registered office of the company. 

This is done through the submission of an annual return, which certifies that accurate and up-to-date beneficial ownership information was maintained for the preceding year. Companies must also notify the Registrar if there are changes to their beneficial ownership, within 14 days of the date of change.

To ensure that companies are complying with these obligations to maintain beneficial ownership information, Section 175 of the Companies Act gives the Registrar of CAIPO the authority to ask a company to produce any books, records or other documents it is required to keep.

The Registrar may also examine, or by instrument in writing, appoint at the expense of a company, a person to examine any books, records and other documents required to be kept by it under any provision of the Act, in order to ascertain that the establishment is in compliance with its obligations. This includes requiring the production or examination of beneficial ownership records and information.

If a person fails to comply with guidelines to produce beneficial ownership information, he/she is guilty of an offence and is liable on summary conviction to a fine of $100,000, or to imprisonment of a term of five years, or both.

Ms. Catwell said CAIPO will be rolling out an education programme on beneficial ownership, using various media.

Corporate Affairs and Intellectual Property Office

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