Bermuda: Deadline Approaches For Compliance With Beneficial Ownership Regime

Last Updated: 28 January 2019
Article by Adam Bathgate and Ashley Fife

Bermuda companies have until 28 February 2019 to comply with requirements introduced in 2018 to maintain a register of their beneficial owners. If a company is non-compliant with these requirements after this date, both the company and, potentially, its directors and other officers may be subject to criminal sanctions.

Introduction and background

From 23 March 2018 a requirement has been imposed on Bermuda companies to maintain a register of beneficial owners, although affected companies were granted a transitional period of six months to provide the required information. The Bermuda government extended the deadline to December, before subsequently further extending it to February.

The aim of imposing these requirements is to allow Bermuda to meet tansparency standards set by the Financial Action Task Force and the Organisation for Economic Co-Operation and Development.

Who is required to maintain a beneficial ownership register?

Any company incorporated, formed or registered in Bermuda must maintain a beneficial ownership register (a "Register") unless the company falls into one or more of the exempt categories listed below. The requirement also applies to limited liability companies formed and registered under the Limited Liability Company Act 2016 and partnerships registered under the Partnership Act 1902, the Exempted Partnerships Act 1992 and the Limited Partnership Act 1883, and these entities must also be compliant by 28 February 2019. This briefing will focus, however, on companies.

Exempt categories of companies

Section 98D(2) of the Companies Act 1981 (the "Companies Act") exempts the following companies, entities of vehicles, and any subsidiary thereof, from the obligation to maintain a beneficial ownership register:

  • a company whose shares are listed on the Bermuda Stock Exchange or an appointed stock exchange designated by the Minister of Finance;
  • a closed-ended investment vehicle managed or administered by a person licensed under the Investment Business Act 2003 or the Investment Funds Act 2006 or registered, authorised or licensed by a foreign regulator recognised by the Bermuda Monetary Authority (the "BMA");
  • an overseas company (including where it has a permit to engage in or carry on any trade or business in Bermuda);
  • a "financial institution" defined and listed in the Third Schedule to the Bermuda Monetary Authority Act 1969 (essentially, any company licensed and regulated by the BMA, including an insurance company); or
  • any other type of company or entity that is exempted by the Minister of Finance under an order made by him.

Beneficial owners

An individual is a "beneficial owner" if he owns or controls more than 25% of the shares, voting rights or interests in the company through direct or indirect ownership thereof. In the event of no such individual being identifiable, an individual who exercises control by other means (including the right to appoint or remove a majority of the board of directors), or, failing that, the senior manager of the company, may be identifiable as a beneficial owner.

Action to be taken

Companies who are not exempt under a category listed above must establish a beneficial ownership register and take reasonable steps to identify (a) any individual who is a beneficial owner and (b) all relevant legal entities in relation to the company. A "relevant legal entity" is any company, limited liability company or other body having separate legal personality, formed in Bermuda or elsewhere, and any legal arrangement, which in either case would be a beneficial owner of the company if it were an individual. Particular care needs to be taken in assessing the applicability of the requirements, and the beneficial owners and relevant legal entities to be identified, in circumstances where a trust is included in the corporate structure.

"Reasonable steps" for this purpose include issuing a notice in writing to beneficial owners and relevant legal entities identified by the company, and any person that the company knows or has reasonable cause to believe is a beneficial owner or relevant legal entity. Any person receiving such a notice is required, within 30 days of the date of receipt thereof, to state whether or not the person is a beneficial owner or a relevant legal entity in relation to the company, and if so, to confirm or correct any required information that is included in the notice and supply any required information that is missing. If a recipient fails to provide the required information after receiving such a notice, a company may, if its bye-laws permit, impose restrictions on the recipient's shares preventing transfers of the shares, the exercise of voting rights, the issuance of further shares to the recipient or the payment of any sums on the shares. A company may also apply to the court for an order imposing these restrictions, including where its own bye-laws do not permit it to impose such restrictions itself.

A beneficial ownership register must be kept at the company's registered office or, after giving written notice to the Registrar, at such other place in Bermuda convenient for inspection by the Registrar.

In addition to establishing a beneficial ownership register and verifying beneficial owners and relevant legal entities, affected companies are required to file certain minimum information with respect to its beneficial owners and any relevant legal entities with the BMA.

Unless a company is exempt, it must be able to demonstrate compliance with these and other requirements relating to its beneficial ownership register by 28 February 2019.


The Companies Act imposes significant sanctions on companies who fail to comply with their obligations under the Companies Act's beneficial ownership provisions. A breach of any of these obligations can result in a fine of up to $50,000, although it is a defence for a person to show that he took reasonable steps to identify beneficial owners.

If an offence committed by a company is proved to have been committed with the consent or connivance of an officer of the company, the officer is also guilty of the offence and is liable to a fine.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Similar Articles
Relevancy Powered by MondaqAI
Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions