In April 2023, Jamaica’s Companies Act was amended to require ultimate beneficial ownership filings. Filings on the register are now required annually and within a prescribed time frame after a change in ownership. Companies must now keep records of their beneficial ownership (beyond, arguably, asking shareholders about any possible changes upstream). Even recently introduced Trust and Corporate Service Providers are required to maintain beneficial ownership registers on their clients’ shareholding. The consequences for non-reporting re dire with delinquent companies facing the possibility of being struck off the register and non-responsive shareholders being possibly subject to compulsory share buy-backs by the company itself.

The pro-transparency change was prompted by the Financial Action Task Force's (FATF) Recommendation 24. This recommendation included a public access provision for legitimate access However, Jamaica has not adopted the public access provision recommended by FATF as it does appear that the Court of Justice of the European Union (CJEU) decision on whether these registers should be available to the public had some bearing on our legislators. The CJEU decided that unrestricted access to the ultimate beneficial ownership register raised concerns about possible infringement of individuals privacy. The court was of the view that the requirement failed the necessity and proportionality test (i.e. whether the limitation of rights is justifiable in the circumstances).

In Jamaica, our current legislative position is that ultimate beneficial ownership information is not ordinarily accessible to the public as access is under strict circumstances such as instances in which the beneficial owner agrees or there is a request from a competent authority, designated authority, investigative bodies and/or financial institutions. 

The net effect is that the new rules on filings of ultimate beneficial ownership information while seeking to tackle financial crime shroud upstream ownership in secrecy by keeping the information away from journalists and other public interest researchers or bodies. This is one area in which we may see a greater conversation on the personal  right to privacy vs the public need to facilitate transparency.