Regulatory update on the beneficial ownership reporting regime in Bermuda

• The Registrar of Companies has released draft Beneficial Ownership Regulations and Guidance Notes in support of the Beneficial Ownership Act 2025. The Act, Regulations and Guidance Notes, along with proposed exemption orders, are due to be finalised and released in July 2026. Enforcement is to commence in August 2026.

• The beneficial ownership regime will require legal entities in Bermuda to identify and verify all beneficial owners who will be registered on a centrally held register. 
  
  
• The central register will be accessible to specified statutory bodies, regulated financial institutions and on a 'legitimate interest' basis.

On 11 June 2026 Bermuda's Registrar of Companies (the 'RoC') released draft Beneficial Ownership Regulations ('Regulations') and revised draft Beneficial Ownership Regime of Bermuda Guidance Notes (the 'Guidance Notes').  

The Regulations and Guidance Notes are in near final form, subject to adjustment to align with anticipated imminent legislative changes to the Beneficial Ownership Act 2025 (the 'Act'). Collectively the Act, Regulations and Guidance Notes will establish Bermuda beneficial ownership regime ('Regime') and are to be published in final form in July 2026. 

This advisory provides a summary of the key aspects of the Regime as currently proposed.

Why is the regime being proposed?

The principal driver for the Regime is the change to Financial Action Task Force ('FATF') Recommendation 24 and its Interpretive Note. The FATF changes to Recommendation 24 were made following a 2022 FATF commitment to introduce enhanced beneficial ownership standards by requiring countries to ensure that competent authorities have access to adequate, accurate and up-to-date information on the true owners of legal entities. Bermuda’s reforms are therefore not simply a domestic policy initiative; they are a response to the global standards.

As a member of the Caribbean FATF and a jurisdiction committed to the FATF standards, Bermuda is moving to align its beneficial ownership framework with the revised Recommendation 24 requirements. 

What is the current status of the Beneficial Ownership Regime? 

The Act came into effect in November 2025.  The commencement of enforcement action for non-compliance has been deferred until 31 August 2026. The RoC announcement on 11 June confirmed that over the coming weeks there would be:

1. amendments to the Act and related amendments to the draft Regulations;
2. proposed exemption orders relating to trusts and funds and associated amendments to the Regulations; and
3. amendments to the Regulations relating to legitimate interest access.

Accordingly, this advisory will be updated as matters develop. 

Who must comply with the Act?

The Act applies to all legal persons incorporated, formed or registered in Bermuda, except those expressly exempted under the Act:

What are the core components of the Regime? 

Under the Regime the following core components are introduced:

• In scope legal persons must identify all 'beneficial owners'.
• Legal persons must issue a notice to the beneficial owners who will be required to state within 30 days whether or not the person is a beneficial owner or a 'relevant legal entity' in relation to the legal person.
• Beneficial owners must confirm or correct minimum required information and supply any missing information.
• Legal persons must take reasonable measures to verify the identity of its beneficial owners by means of documents, data or information obtained from a reliable and independent source.
• The minimum required information must be recorded in the legal entity's beneficial ownership register. The register must be kept current. 
• Minimum required information of 'registerable persons' must then be filed with the RoC on the central register.
• The central register is accessible to certain specified persons. 

Who is a beneficial owner? 

A legal person can have one or more beneficial owner, and will be any individual that meets the following criteria:

• any individual or individuals who, directly or indirectly, 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 thereof; 
• any individual or individuals who otherwise exercise ultimate effective control over the management of the legal person; or 
• any individual or individuals who exercise control of a legal person by other means. 

Where no individual or individuals meet one or more of the above, then the individual who holds the position of senior manager of the legal person shall be identified as the beneficial owner.

For trusts, where no individual meets any of the three criteria, and the trustee(s) do, then the trustee(s) is treated as the beneficial owner.

Where the legal person is owned by one or more legal person, it is necessary to follow the chain of ownership to the top of the chain. 

The multipronged approach to the definition is intended to prevent criminals, for example:

• structuring ownership in a way to dilute their shareholding below the 25% threshold; or
• holding no shares or voting rights at all and instead appointing a close contact whom they control, as such persons will remain a beneficial owner under the multipronged definition. 

This requires careful consideration and in some cases investigation to establish beneficial ownership. The Guidance Notes refer to examples of rights that may be deemed equivalent to voting rights and therefore indicative of control such as rights to:

• appoint or remove directors or managers;
• approve strategic decisions; 
• veto significant transactions;
• approve amendments to constitutional documents; or
• otherwise influence the governance and management of the legal person.

The Guidance Notes provide that for a segregated account company ('SAC'), the SAC is treated as the relevant legal person and beneficial ownership should be determined and filed in relation to the SAC as a whole. Whereas, for Incorporated Segregated Account Company, each incorporate segregated account is a separate legal person and beneficial ownership must be considered separately. 

What is a relevant legal entity?

Essentially, a relevant legal entity is an intermediary in the ownership chain that would be a beneficial owner of the legal person if it were an individual.

Who is a registerable person?

A registerable person means a beneficial owner or relevant legal entity.

What is the minimum required information? 

The following information must be kept in the register:

Who can access the central register?

The Act currently provides that the RoC may disclose beneficial ownership information held on the central register to: 

• certain statutory bodies for the purposes of exercising their statutory functions; and 
• 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 Act provides that 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. 

Access will however be expanded in the upcoming changes to law to include what is known as 'legitimate interest access'. This is specifically referred to in the RoC announcement on 11 June 2024 and has been subject to public consultation since 2024. According to the latest consultation, it is possible that access will be extended to:

• persons acting for the purpose of journalism, reporting or any other form of expression in the media, that are connected with the prevention or combating of money laundering, its predicate offences or terrorist financing;
• civil society organisations, including non-governmental organisations and academia, that are connected with the prevention or combating of money laundering, its predicate offences or terrorist financing; and
• natural or legal persons likely to enter into a transaction with a legal entity or legal arrangement and who wish to prevent any link between such a transaction and money laundering, its predicate offences or terrorist financing.

In accordance with the latest consultation:

• applicants would be required to submit an application identifying the legal entity whose information is sought; 
• applicants would be required to provide evidence of their identity and relevant credentials; 
• the Registrar would verify that the request relates to the prevention or detection of money laundering, its predicate offences or terrorist financing;
• applicants within the recognized categories would not be required to demonstrate the existence of legitimate interest beyond establishing their credentials and the purpose of the request.

The concept of legitimate interest access raises questions of privacy law and there will be a careful balance to ensure the Personal Information Protection Act 2016 principles and requirements are maintained. 

What is the role of the Corporate Service Provider?

Legal persons in scope are required to engage a Corporate Service Provider ('CSP') for the purposes of filing its minimum required information with the RoC via the central register. This requirement does not apply to:

• a local company unless it has been granted a licence under section 114B of the Companies Act 1981;
• a local LLC unless it has been granted a licence under section 13 of the Limited Liability Company Act 2016; or 
• a specified person exempted by or under the CSP Exemption Order. 

CSPs are then responsible for filing beneficial ownership information on the central register on behalf of their clients. Before doing so, they must verify the identity of each beneficial owner using reliable, independent documentation.

How we can help 

Our Regulatory & Risk Advisory group members are seasoned experts in relation to AML/ATF compliance, FATF requirements, the practicalities of identifying beneficial owners in complex structures and the interplay with personal information protection. Our expertise in AML/ATF related compliance programmes, audits, on-sites and enforcement representation makes us uniquely placed to assist legal entities to comply with the Regime. 

We will be discussing with our clients and others who require assistance on an ongoing basis as the Regime reaches it final stages for implementation.