Bermuda streamlines its beneficial ownership regime

As part of ensuring compliance with the Financial Action Task Force (FATF) standards on beneficial ownership and transparency, Bermuda has streamlined its beneficial ownership regime.  The overall aim of the beneficial ownership regime is to demonstrate continued alignment with global efforts to enhance transparency of legal persons to ensure that accurate and up-to-date beneficial ownership information is available to competent authorities in a timely manner.

While the Beneficial Ownership Act 2025 (BO Act) became operative on 3 November 2025, draft Beneficial Ownership Regulations (BO Regs) and Guidance Notes (BO GN), released in December, are currently open for discussion and industry feedback.  As noted in the BO GN, the Government of Bermuda recognises that corporate transparency is fundamental to maintaining Bermuda’s reputation as a premier international financial centre. 

The BO Act provides the legislative framework for the collection, maintenance, and disclosure of beneficial ownership information in Bermuda.  It consolidates the beneficial ownership requirements into one Act. Previously, beneficial ownership requirements were spread out amongst a number of pieces of legislation. 

The Registrar of Companies (ROC) now has the authority to collect, verify and maintain the beneficial ownership information on that register.  The central register was previously operated by the Bermuda Monetary Authority.  The ROC has stated, however, that it will not be enforcing beneficial ownership filing requirements until 1 June 2026.

All legal persons must comply with the BO Act unless their shares or interest are listed on the Bermuda Stock Exchange or an appointed stock exchange (publicly traded companies), in which case the legal entity is exempted from the application of the BO Act.  This exemption extends to subsidiaries of publicly traded companies.  The BO Act defines legal persons to include companies, limited liability companies, permit companies, exempted partnerships, limited partnerships, exempted limited partnerships, and overseas partnerships

Legal persons subject to the BO Act have a duty to obtain and maintain adequate, accurate and up-to-date beneficial ownership information.  Further, there is a new requirement under the BO Act that a legal person must take reasonable measures to verify the minimum required information of its beneficial owners and keep records of measures used for such verification.  A legal person must engage a corporate service provider (CSP) for the purposes of filing information with the central register at the ROC.  The ROC is empowered to take appropriate enforcement action pursuant to the Registrar of Companies (Compliance Measures) Act 2017 to ensure that entities are in compliance with their statutory obligations. 

The BO Act defines a beneficial owner as an individual or individuals who: 

• ultimately own or control 25% or more of the shares or interest, voting rights or partnership interests in a legal person whether through direct or indirect ownership;
• otherwise exercises ultimate effective control over the management of that legal person; or
• exercise control of a legal person by other means.

There is a requirement to ensure that the information filed on the central register is accurate and up-to-date.  Under the BO Act, the beneficial ownership register must be updated as soon as possible after the legal person is notified of such change but no later than 14 days thereafter. 

Access to the central register is not public but rather granted to specific entities listed in section 18 of the BO Act such as the Financial Intelligence Agency, the Bermuda Monetary Authority, the Corporate Income Tax Agency and “relevant persons” (such as banks, certain insurers, CSPs and law firms registered as “regulated professional firms”, when discharging KYC-related obligations).  The ROC, however, may restrict or prohibit disclosure of the information on the central register. 

The Beneficial Ownership Amendment Act 2025, which came into operative on 30 December 2025, made amendments to the BO Act regarding the requirements of an entity’s beneficial ownership register to ensure Bermuda’s compliance with the FATF international standards and to provide for regulations regarding fees to be subject to the affirmative resolution procedure.  The Beneficial Ownership Amendment Act 2025 also repealed section 16 of the BO Act thereby removing requirement for prior approval by the ROC before a person could become a beneficial owner of an in-scope entity.

The Beneficial Ownership (Consequential Amendments) Order 2025 came into effect on 3 November 2025.  It made consequential amendments to various pieces of legislation in order to implement the BO Act.

Overall, the enhancements to the beneficial ownership regime will enable Bermuda to be prepared for its 5^th round mutual evaluation by Caribbean FATF, which is scheduled to begin in October 2026.  The evaluation will assess practical effectiveness and implementation of updated FATF Standards (revised since Bermuda's 2020 evaluation) in relation to beneficial ownership.  Feedback on the draft BO GN and BO Regs is due by 30 January 2026.  If you would like a copy of these draft documents please contact us.