Bermuda: Bermuda's Beneficial Ownership Registers And Privacy: Status Update And Further Observations

Bermuda companies, limited liability companies and partnerships have until 30 April 2019 to update or verify beneficial ownership information under Bermuda's 'beneficial ownership legislation'.

Bermuda's central register of beneficial ownership information is held on the Bermuda Monetary Authority's (BMA) "Integra portal", a secure online registration and filing system. Currently, under Bermuda law, the information on the central register will not be publicly available. There is no indication that Bermuda's Parliament would enact legislation to make such registers publicly available, in whole or part, unless and until public beneficial ownership registers become a 'global standard'.

Following the most recent European Union (EU) Anti Money Laundering Directives (AMLDs) public beneficial ownership registers for certain entities have been introduced in certain jurisdictions, including the United Kingdom (UK), Denmark and Luxembourg. However it may be that a global standard for public beneficial ownership information is far from a foregone conclusion. Last year, against the wishes of the UK Government, the UK Parliament legislated to require its Secretary of State to no later than 31 December 2020 prepare a draft Order in Council requiring the government of any British Overseas Territory that has not introduced a publicly accessible register of beneficial ownership of companies to do so. The UK Government has indicated that, while it will introduce the order by this date, British Overseas Territories will have a further 3 years thereafter to comply.

Nevertheless, serious constitutional questions have arisen as to the extent which the UK Government can legally order the British Overseas Territories (such as Bermuda, the British Virgin Islands and the Cayman Islands) and Crown Dependencies (such as Jersey, Guernsey and the Isle of Man) to make their existing beneficial ownership registers publicly accessible.

These developments have provided another opportunity to further consider the Companies and Limited Liability Company (Beneficial Ownership) Amendment Act 2017 and the Partnership, Exempted Partnerships and Limited Partnership (Beneficial Ownership) Amendment Act 2018 (beneficial ownership legislation), alongside publications issued by Bermuda's Ministry of Finance– including guidance notes issued on 8 January 2019 (Guidance) and guidance in respect of the Integra platform.

More broadly, the new deadline is also an opportunity to reflect upon and make further observations regarding the:

  • definition of 'beneficial owner'
  • relationship between Bermuda's exchange control legislation and beneficial ownership legislation
  • relationship between Bermuda's beneficial ownership legislation and legal privilege
  • Integra portal
  • relationship between Bermuda's privacy legislation and the beneficial ownership legislation

The core obligations

As a recap, under Bermuda's beneficial ownership legislation, companies (which for the purposes of this article shall also include limited liability companies) and partnerships established under Bermuda law that are not exempt from doing so are among other things required to:

  • take reasonable steps to identify 'beneficial owners' (which by definition are natural persons)
  • maintain and update a register of beneficial owners and 'relevant legal entities'
  • file the minimum required information in respect of the beneficial owners with the BMA; and
  • file updated minimum required beneficial ownership information with the BMA (i.e. on the Integra platform) upon becoming aware (or being notified) of and verifying such changes.

The 'minimum required information' in respect of individuals primarily includes:

  • full name
  • residential address
  • nationality
  • date of birth; and
  • nature and extent of interest in the company or partnership.


The following entities and their 'subsidiaries' are exempt from the requirements under the beneficial ownership legislation:

  • companies or partnerships whose interests are listed on the Bermuda Stock Exchange or an 'appointed exchange'
  • closed ended investment vehicles managed or administered by designated Bermuda licensed service providers
  • permit companies (i.e. overseas companies with a branch office in Bermuda); and
  • certain 'financial institutions' (essentially institutions licensed to carry on regulated activities in or form Bermuda).

Careful consideration may need to be given as to whether an entity is a 'subsidiary' of another entity for the purpose of the exemptions.

The beneficial ownership legislation also provides that it shall not be construed as requiring establishment of a new beneficial ownership register or filing of minimum required information if the minimum required information with respect to the company or partnership is already being kept and filed as the case may be, pursuant to another statutory provision. It appears that this would apply to information kept and filed under Bermuda's exchange control legislation.

Definition of beneficial owner

The relevant definition of 'beneficial owner' in respect of companies within scope that are incorporated under the Companies Act 1981 (Companies Act) is as follows:

beneficial owner means—

(a) any individual or individuals who own or control more than 25% of the shares, voting rights or interests in the company through direct or indirect ownership thereof;

(b) if no such individual or individuals referred to in paragraph (a) exist or can be identified, any individual or individuals who control a company by other means

(c) if no such individual or individuals referred to in paragraphs (a) and (b) exist or can be identified, the individual who holds the position of senior manager of the company, and "beneficial ownership" shall be construed accordingly.

This tiered definition is largely influenced by the definition of 'beneficial owner' in respect of corporate entities contained in the Fourth EU AMLD. The definition does not, for example, specify who are considered the beneficial owners of a company in circumstances where a trust is included in the company's ownership structure. While individuals holding certain interests or wielding significant powers under a trust might be considered beneficial owners of an underlying Bermuda company in certain cases, the beneficial ownership registers in place in Bermuda ought not be regarded as de-facto registers of trusts.

The definition of 'beneficial owner' in this context varies between the British Overseas Territories and Crown Dependencies who have implemented beneficial ownership legislation and differs from the UK definition of 'person of significant control' in relation to UK 'PSC registers'. It also differs from the definition of 'beneficial owner' in Bermuda's proceeds of crime and exchange control legislation.

One of the more difficult challenges, when it arises, under most jurisdictions' beneficial ownership laws is determining when a person controls a company by means other than through an ownership interest. In respect of companies incorporated under the Companies Act, the beneficial ownership legislation provides that:

"control by other means" includes the right to appoint or remove a majority of the board of directors of a company and the exercise of control over a company by any means other than control by ownership of any interest.

The Guidance acknowledges that "control" depends on the circumstances but that generally speaking an individual is likely to have control over a company in situations which include, for example, where an individual has the right to exercise or actually exercises:

  • significant influence over the company; or
  • significant influence or control over the activities of a trust where the trustees own or control more than 25% of shares or voting rights of company.

The AMLDs provide relatively limited assistance on this question.

In each case, a general consideration of the governing documents of entities in the structure and the conduct of individuals involved in the management of the structure appears to be relevant.

Legal privilege

Bermuda's beneficial ownership legislation provides that a person is not required to provide information or answer questions under its provisions which the person would be entitled to refuse to provide or answer on grounds of legal professional privilege in proceedings in Court. On the point of legal privilege generally, those seeking advice on beneficial ownership or other issues might consider whether the types of advisers they engage are in a position to claim legal privilege.


The Guidance may function as an aide to some extent but, as with any non-statutory guidance, should be treated with caution. The Guidance expressly provides that it should be read in conjunction with the law, should not be relied upon as a source of law, should not be relied upon in any specific matter and does not absolve persons under other statutory provisions relating to beneficial ownership. It states that it is intended merely to provide general guidance and recommends that legal advice be obtained. The same caveats ought to be adopted in connection with other government guidance in respect of the beneficial ownership legislation- including that in respect of Integra portal.

The Integra portal

'Integra' is a secure online registration and filing portal upon which beneficial ownership information is now required to be uploaded for the purposes of Bermuda's beneficial ownership legislation and exchange control regime. It is through the Integra portal that the BMA receives and determines applications under exchange control purposes in respect of the formation, registration and continuations of companies, permit applications for overseas companies wishing to establish a Bermuda branch office, partnership formations and transfers of interests in companies and partnerships.

Non-compliance and offences

Fines of up to $5,000 may be imposed for contravention of, or failure to comply with, the obligations under the beneficial ownership legislation. Knowingly providing misleading information to the Registrar of Companies or the BMA attracts fines of up to $50,000. The obligations under the beneficial ownership legislation are primarily imposed on companies and partnerships existing under Bermuda laws.

Directors, officers or managers, as the case may be, may be liable for fines if a contravention or failure to comply is committed with their consent or connivance. Corporate service providers often provide director or secretarial services and should be mindful of this potential exposure. Service providers might separately be exposed to breach of contract or negligence claims if, for example, the company or partnership's failure to fulfil their obligations under beneficial ownership legislation is due to the service provider's negligence. Corporate service providers that commit similar contraventions across a number of entities risk being exposed to claims by those entities to provide compensation for the penalties incurred.

Failure of beneficial owners to cooperate and provide or confirm the minimum required information can result in the company or partnership taking steps to restrict the ability of such persons to exercise rights and receive payments in respect of the individual's interest in the company or partnership, as the case may be.

Privacy legislation

The Personal Information Protection Act 2016 (PIPA) was enacted in Bermuda during 2016 but only certain of its provisions have since become operative. It is anticipated to become fully operative this year, following the appointment of a Privacy Commissioner. PIPA will impose obligations on the 'use' of 'personal information' by 'organisations' (i.e. individuals' entities or public authorities) in Bermuda. While different to the EU General Data Protection Directive (GDPR) in scope and the level of offences, it contains many principles that are reflected in the GDPR. Some of these principles are also consistent with the approach in Bermuda's beneficial ownership legislation. For example, PIPA's principles of ensuring that information collected and processed is kept accurate and up to date and used only for the purposes for which it is collected appear to be reflected in Bermuda's beneficial ownership legislation.

What is the relationship between beneficial ownership legislation and PIPA? One may conclude that beneficial ownership legislation has precedence. Bermuda's beneficial ownership legislation provides that obligations thereunder have effect despite any obligation as to confidentiality or other restriction on the disclosure of beneficial ownership information imposed by statute, contract or otherwise. PIPA would appear to be such a statute. PIPA provides that an organisation may use an individual's personal information pursuant to a provision of law that authorises such use. Under Bermuda's beneficial ownership legislation, disclosure in good faith to comply with the beneficial ownership regime is an absolute defence to any claim made against a person in respect of such disclosure.

However, Bermuda's beneficial ownership legislation does not otherwise authorise disclosure that is in contravention of PIPA. Entities that are subject to the beneficial ownership legislation should ensure that they do not commit an offence under PIPA or the beneficial ownership legislation or breach other confidentiality obligations by, for example, including in a beneficial ownership register the identity or other details of individuals that are not required to be included.


The extension of the transition period for updating and verifying beneficial ownership information provides breathing space to Bermuda companies and partnership (and those who may be their 'beneficial owners') to check and confirm their approach. Guidance published in respect of Bermuda's beneficial ownership legislation may provide an aide to some extent but provides no defence to non-compliance with the beneficial ownership legislation itself. Ultimately, the beneficial ownership legislation, exchange control legislation and PIPA (when fully operative) need to be carefully considered and complied with. Constitutional questions and international political developments suggest public beneficial ownership registers in British Overseas Territories or Crown Dependencies and perhaps elsewhere may not be a foregone conclusion.

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