The Beneficial Ownership Amendment Act 2026, the Beneficial Ownership Regulations 2026 and the Beneficial Ownership Exemption Order 2026 collectively introduce significant changes to the requirements for identifying, verifying, maintaining and filing beneficial ownership information. These reforms strengthen Bermuda’s commitment to international standards on transparency and beneficial ownership and have important practical implications for legal persons registered or incorporated in Bermuda.
Background
Bermuda’s beneficial ownership regime was established under the Beneficial Ownership Act 2025 (the 'Principal Act'), which imposed obligations on legal persons to obtain and hold beneficial ownership information and to maintain a beneficial ownership register as well as to transfer responsibility for maintenance of the central beneficial ownership register (the 'central register') from the Bermuda Monetary Authority to the Registrar of Companies (the 'Registrar'). The 2026 amendments build upon and further strengthen this existing framework, bringing Bermuda’s regime into closer alignment with evolving international standards, including those set by the Financial Action Task Force ('FATF').
The Beneficial Ownership Amendment Act 2026
The Beneficial Ownership Amendment Act 2026 received Governor’s assent on 14 September 2026. Key highlights include:
- Strengthening the statutory framework for identifying and verifying beneficial owners of legal persons.
- Requiring legal persons to maintain adequate, accurate and up-to-date beneficial ownership information, and to take reasonable steps to verify required information using a reliable and independent source.
- Updating requirements relating to the filing and updating of beneficial ownership information with the Registrar of Companies, including an increase in certain time periods for updating and filing information from 14 to 30 days.
- Clarifying the treatment of certain ownership and control arrangements in the context of identifying beneficial owners of Bermuda registered or incorporated legal persons.
- Strengthening the framework governing access to beneficial ownership information. Information stored on the central register is not generally available to the public. Different disclosure arrangements apply to: (1) competent authorities carrying out their statutory functions; (2) obliged entities for specified customer due diligence and discrepancy-reporting purposes; and (3) persons who meet the prescribed requirements for legitimate interest access.
- Requiring that beneficial ownership information be securely protected, with restrictions on further disclosure of information obtained from the Registrar of Companies.
- Enhancing the Registrar’s compliance and enforcement powers.
The Beneficial Ownership Exemption Order 2026
The Beneficial Ownership Exemption Order 2026 identifies the categories of legal persons that may be exempt from filing beneficial ownership information with the Registrar, subject to conditions set out in the Order. Importantly:
- The exemption applies to the following specified legal persons:
- Bermuda licensed trustees
- Legal persons whose shares or interests are held by a Bermuda licensed trustee or by an overseas trustee that is licensed or regulated by a competent overseas regulatory authority
- Investment funds and their parent or subsidiary undertakings (as such terms are construed under section 5 of the Investment Business Act 2003)
- Legal persons whose shares are interests are held by a private trust company where a Bermuda licensed corporate service provider or Bermuda licensed trustee has been appointed for the purpose of ensuring compliance with the legal person's beneficial ownership obligations under the Principal Act and the Beneficial Ownership Regulations 2026
- An exemption from filing does not remove the obligation to maintain the required beneficial ownership information.
- Exempted entities must still ensure that beneficial ownership information can be provided to the Registrar promptly upon request and for this purpose, the exemption is conditional upon the appointment by the legal person of a 'contact person' who is regulated or licensed by the Bermuda Monetary Authority for anti-money laundering, anti-terrorist financing or anti-proliferation purposes.
- The contact person must have access to the legal person's beneficial ownership information at all times as well as any beneficial ownership information that is obtained or maintained under the Proceeds of Crime Act 1997 or any other statutory provision, including, in relation to a trust, the information required to be obtained and maintained by trustees under sections 25A and 25B of the Trustee Act 2025 (as amended by the Trustee Amendment Act 2026).
The Beneficial Ownership Regulations 2026
The Beneficial Ownership Regulations 2026 (the 'Regulations') provide the detailed requirements and procedures necessary to give effect to the Act. They address a range of matters, including:
- How beneficial ownership information is filed with the Registrar of Companies.
- Applications for disclosure of beneficial ownership information and how they will be determined by the Registrar.
- The role of the contact person.
- Legitimate interest access to beneficial ownership information and the basis on which it can be demonstrated to the Registrar's satisfaction.
- The reporting of discrepancies in beneficial ownership information.
- Appeals against certain decisions of the Registrar.
Legitimate interest access
Disclosure of beneficial information may only be made by the Registrar to specified categories of persons as set out in section 18 of the Principal Act.
- Competent authorities specified in section 18 (1) of the Principal Act may apply to the Registrar for disclosure of all the information on the central register in respect of a specified legal person or legal persons for the purposes of exercising their statutory function;
- persons to whom the Proceeds of Crime (Anti-Money Laundering and Anti-Terrorist Financing) Regulations 2008 apply, in accordance with section 49(4) of the Proceeds of Crime Act 1997 ("Obliged Entities") may apply to the Registrar for disclosure of all the information on the central register in respect of a specified legal person or legal persons to enable them to conduct customer due diligence and discrepancy reporting obligations;
- journalists and media organisations whose activities are connected with the prevention or combating of money laundering or related offences, terrorist financing or proliferation financing may apply to the Registrar for disclosure of limited beneficial ownership information in respect of in respect of a specified legal person or legal persons and historic beneficial information in respect of in respect of a specified legal person or legal persons that have been liquidated, dissolved or struck in the past five years;
- civil society organisations including non-governmental organisations or academic institutions or researchers whose activities are connected with the prevention or combating of money laundering or related offences, terrorist financing or proliferation financing may apply to the Registrar for disclosure of limited beneficial ownership information in respect of in respect of a specified legal person or legal persons and historic beneficial information in respect of in respect of a specified legal person or legal persons who have been liquidated, dissolved or struck in the past five years;
- persons who are proposing to enter into a transaction with a in respect of a specified legal person or legal persons and who wish to prevent any link between the transaction and money laundering or related offences, terrorist financing or proliferation financing may may apply to the Registrar for disclosure of limited beneficial ownership information in respect of such in respect of a specified legal person or legal persons; and
- a person who does not fall in the above categories but who demonstrates to the Registrar's satisfaction that they have a legitimate interest in that beneficial ownership information in relation to that relevant legal person, connected with the prevention of money laundering or related offences, terrorist financing or proliferation financing and that they are linked to the relevant legal person or legal persons may may apply to the Registrar for disclosure of limited beneficial ownership information in respect of such legal persons.
The Registrar may request information and documentation in support of applications and certain applicants will be required to demonstrate their credentials which will be verified by the Registrar.
The Registrar may refuse to grant an application if he is not satisfied that the above conditions have been met and may also prohibit or restrict or impose conditions on the disclosure of information if approved.
Applications by beneficial owners for exemption from disclosure
As noted above, Regulation 10 provides for beneficial owners to make an application to the Registrar for an exemption from disclosure to persons seeking assess under the Principal Act and the Regulations. Such applications will be considered on a case-by-case basis and will only be granted if the following exceptional circumstances exist:
- the beneficial owner reasonably believes that any disclosure of the particulars of beneficial ownership information would place them or a member of their immediate family at serious risk of fraud, kidnapping, blackmail, extortion, harassment, violence, intimidation or other similar harm;
- the particulars of beneficial ownership information relate to a child or an individual who otherwise lacks legal capacity;
- the disclosure of the particulars of the beneficial ownership information will or is likely to raise or affect issues of national security, whether in Bermuda or elsewhere;
- the disclosure of the particulars of the beneficial ownership information is not in the public interest; other reasons; or
- exceptional circumstances exist that warrant refusal of a disclosure requests.
Guidance notes
The Registrar is expected to publish Guidance Notes to assist legal persons and those responsible for assisting legal persons with compliance with the beneficial ownership obligations to understand how the Registrar interprets and applies the Principal Act and the Regulations soon.
Practical implications — What this means for you
These reforms represent a meaningful enhancement to Bermuda’s beneficial ownership regime and will have practical consequences for a wide range of entities registered or incorporated in the jurisdiction. In particular:
- Legal persons should review their existing beneficial ownership records and internal processes to ensure compliance with the updated requirements, including the obligation to verify information using a reliable and independent source.
- Entities should note the revised time periods for updating and filing beneficial ownership information and ensure that their procedures are adapted accordingly.
- Entities that may fall within the scope of the Exemption Order should review the applicable conditions carefully and note that the obligation to maintain beneficial ownership information continues to apply.
- Obliged entities and other persons who access beneficial ownership information should familiarise themselves with the new access framework and restrictions on further disclosure.
We recommend that clients review their arrangements in light of these changes at the earliest opportunity. Our team in Bermuda is available to assist with any questions and to provide tailored guidance on compliance with the updated regime.
