Bermuda's Beneficial Ownership Act 2025: Enhancing Clarity, Compliance And Confidence

Bermuda has had a beneficial ownership regime (the BOR) in operation since March 2018 which requires each in-scope entity to: (a) take reasonable steps to identify, and monitor changes to, its beneficial owners; (b) establish and maintain a beneficial ownership register at its registered office; and (c) file with the Bermuda Monetary Authority (the BMA) required beneficial ownership information and notify the BMA of any changes to such information (the Current BOR).

The Beneficial Ownership Act 2025 (the BOA) received Governor's Assent on 28 September 2025. It is anticipated that the BOA, along with related regulations, will be brought into force by notice in the Official Gazette on 3 November 2025. It is also expected that during October 2025, the Bermuda Registrar of Companies (the ROC) will issue guidance notes to assist entities understand their obligations under the new beneficial ownership regime.

The Current BOR is set out across numerous pieces of legislation, including the Companies Act 1981 (as amended), the Limited Liability Company Act 2016 (as amended), the Limited Partnership Act 1883 (as amended), the Exempted Partnership Act 1992 (as amended), the Partnership Act 1902 (as amended) and the Exchange Control Act 1972 (as amended) and related regulations. The BOA consolidates the provisions of the Current BOR into one single Act. Importantly, it does not change requirements that apply to entities that are regulated by the BMA.

The BOA also makes a number of changes to the Current BOR which are intended to ensure that Bermuda satisfies its obligations under the revised Financial Action Task Force (FATF) international standards on beneficial ownership and transparency. It also addresses key recommended actions identified by the Caribbean FATF in Bermuda's last mutual evaluation report (MER), an essential step ahead of the upcoming 2027 MER.

The key changes made to the Current BOR by the BOA and some practical next steps are summarised below.

Key changes

1. Expansion of scope

The BOA expands the scope of Bermuda's beneficial ownership regime. The reason for this is two-fold: (a) the BOA applies to all 'legal persons', and (b) a number of the exemptions available under the Current BOR, pursuant to which otherwise in-scope entities are not required to comply with the regime, are to be removed. Under the Current BOR, entities listed on the Bermuda Stock Exchange or an appointed stock exchange, permit companies, financial institutions as defined in the Third Schedule to the Bermuda Monetary Authority Act 1969 (as amended) and certain closed-ended investment vehicles, together with their subsidiaries, are exempt from the regime. Under the BOA, this changes so that only entities listed on the Bermuda Stock Exchange or an appointed stock exchange and their subsidiaries are exempt.

Entities that are currently out of scope of, or exempted under, the Current BOR, may wish to take time to understand if any of the obligations under the BOA will apply to them when it comes into force. This is subject to the anticipated regulations.

3. Amendments to definition of 'beneficial owner'

The BOA amends the definition of 'beneficial owner' so that it is more aligned with that used by FATF by introducing the concepts of 'ultimate ownership or control' and 'ultimate effective control'. Under the BOA, 'beneficial owner' of a legal person means any individual or individuals who:

(a) directly or indirectly, ultimately own or control 25% or more of the shares or interest, voting rights or partnership interests in the legal person whether through direct or indirect ownership thereof;

(b) otherwise exercise ultimate effective control over the management of the legal person; or

(c) exercise control of a legal person by other means.

The BOA defines 'ultimate effective control' as ownership or control exercised through a chain of ownership or by means of control other than direct control.

If no individual meets any of the above conditions in relation to a legal person, then the individual who holds the position of 'senior manager' of the legal person must be identified as the beneficial owner. If the trustees of a trust meet any of the above conditions, the trustees of the trust are the beneficial owners of the legal person if they have ultimate effective control over the legal person.

For the purposes of this definition, under the BOA the threshold is '25% or more', whereas, under the Current BOR it is 'more than 25%'.

Entities that currently maintain a beneficial ownership register and file beneficial ownership information with the BMA, may wish to consider whether the revised definition of 'beneficial owner' will impact their beneficial ownership analysis.

4. Increased identity information and verification requirements

The BOA requires in-scope legal persons to collect additional information (as compared with the Current BOR) on their beneficial owners for entry into the beneficial ownership register. The personal information required to be included is prescriptive and entities will need to consider whether they currently have all of the required information.

The BOA includes a new obligation for legal persons to take reasonable steps to verify the identity of their beneficial owners by means of a reliable and independent source and must do so before entering the required information in their beneficial ownership registers. It is expected that the regulations and guidance will provide further detail on these verification obligations.

5. Transfer of the central register of beneficial ownership information (and gate keeping functions) from the BMA to the ROC

Under the Current BOR, in-scope entities are required to file beneficial ownership information with the BMA who maintains a central register of beneficial ownership information (the 'Central Register'). However, it is currently the ROC who monitors and enforces non-compliance with Bermuda's beneficial ownership regime. To streamline this regime, the Central Register will be transferred from the BMA to the ROC.

In connection with the transfer of the Central Register from the BMA to the ROC, the BMA will not be accepting any applications as of 5pm on Tuesday 28 October 2025 to allow for the processing of all applications submitted prior to the transfer date.

As part of the streamlining process, the gatekeeping function currently performed by the BMA will also be transferred to the ROC. The BOA prohibits any person from becoming the beneficial owner of a legal person without the approval of the ROC. It is expected that the regulations and guidance will provide further detail on how this approval process will work. The BOA states that any person who has been approved as a beneficial owner under any Bermuda law before the BOA comes into force does not also need to seek approval from the ROC once the BOA is in operation, which means existing beneficial owners will not need to seek approval from the ROC under the new regime.

6. Access to beneficial ownership information on the Central Register

A further change introduced by the BOA is that relating to access to beneficial ownership information held on the Central Register. The BOA provides that the ROC may disclose beneficial ownership information held on the Central Register to: (a) certain regulatory authorities for the purposes of exercising their statutory functions; and (b) relevant persons to whom the Proceeds of Crime (Anti-Money Laundering and Anti-Terrorist Financing) Regulations 2008 (as amended) apply for the purposes of conducting customer due diligence and discrepancy reporting. The BOA provides that the ROC may, as it considers appropriate, restrict or prohibit such disclosure of beneficial ownership information held on the Central Register. Pursuant to the BOA, those who access beneficial ownership information held on the Central Register are prohibited from further disclosing such information except for the purpose for which it was disclosed and only then with the consent of the ROC. The BOA does not currently provide for public access to beneficial ownership information.

7. Regulated entities

For those entities that are required to be licensed by, or registered with, the BMA as a regulated entity, they will still be required to comply with the provisions relating to 'shareholder controller' information. In summary, this means that regulated (re)insurers, investment business, digital asset businesses, banks, payment-service-providers etc will still need to seek the BMA's approval or file notifications for changes to shareholder controllers. The rules on approval or notification, and the shareholder controller thresholds, differ by sector.

Timings

While Bermuda's new beneficial ownership regime is expected to come into force on 3 November 2025, we understand that the ROC will not be taking any enforcement action until June 2026. Therefore, there is a window of time for in-scope entities to ensure that they have collected and filed all required beneficial ownership information before possible enforcement action will be taken.