This legislation aligns Bermuda with revised international standards set by the Financial Action Task Force (FATF) and introduces fundamental changes to compliance obligations for legal persons operating in the jurisdiction.

For businesses and legal professionals, understanding these changes is paramount. This summary guides you through the Act's most critical updates, including the transfer of the central register, new verification duties, expanded definitions and the implications for legal entities in Bermuda.

The Beneficial Ownership Act 2025 was introduced with several strategic goals. It aims to:

• Consolidate the legal framework: The Act unifies multiple pieces of legislation governing beneficial ownership into a single, streamlined statute. It repeals and replaces the previous fragmented regime found across the Companies Act 1981, Limited Liability Company Act 2016, and various partnership acts.
• Align with FATF standards: It addresses key recommendations from the Caribbean Financial Action Task Force (CFATF) and ensures Bermuda's framework meets the latest international standards on transparency and anti-money laundering (AML).
• Enhance regulatory oversight: The Act transfers responsibility for the central register from the Bermuda Monetary Authority (BMA) to the Registrar of Companies (ROC), creating a single, authoritative body for managing beneficial ownership information.

To support this new framework, the Beneficial Ownership (Consequential Amendments) Order 2025 makes necessary changes to related laws, including the Companies Act 1981, the Economic Substance Act 2018, and the Exchange Control Act 1972, ensuring a cohesive regulatory environment.

The legislation brings about several pivotal changes that all legal persons in Bermuda must understand.

Expanded scope and reduced exemptions

Perhaps the most significant change is the expansion of the Act's scope. The new regime applies to all "legal persons," which includes companies, limited liability companies and all forms of partnerships (exempted, limited and overseas). Critically, many previous exemptions have been removed.

Under the old framework, entities like certain financial institutions and permit companies were exempt. Now, the only exemption applies to legal persons whose shares are listed on the Bermuda Stock Exchange or another appointed stock exchange, along with their direct subsidiaries. This means a large number of entities previously out of scope must now comply with the new beneficial ownership requirements. All such "In-Scope Entities" must establish and maintain a beneficial ownership register.

Transfer of the central register to the ROC

To streamline oversight, responsibility for Bermuda's central register has been transferred from the BMA to the ROC. The ROC will now manage the collection, maintenance and security of all beneficial ownership data through a new, dedicated electronic portal.

Approval for new beneficial owners will now be handled by the ROC, a key change for non-regulated entities. However, existing beneficial owners approved under prior laws will not need to seek new approval.

New verification and information requirements

The Act places a stronger emphasis on the accuracy and verification of data. Section 2 of the Act defines key terms for data quality:

• Adequate: Information sufficient to identify registrable persons and the means by which control is exercised.
• Accurate: Information that has been verified against reliable, independent sources.
• Current: Information that is up-to-date and reflects the latest changes.

In-Scope Entities now have a legal duty to take "reasonable measures" to verify the identity of their beneficial owners using independent source documents and must maintain records of these verification measures. The minimum required information has also expanded to include details from a valid government-issued ID, such as the number, country of issue and expiry date.

Revised definition of "Beneficial Owner"

The definition of a "beneficial owner" has been updated to align more closely with FATF terminology, focussing on "ultimate effective control." An individual is considered a beneficial owner if they meet one of the following conditions:

• Own or control 25 per cent or more of the shares, voting rights or partnership interests.
• Exercise ultimate effective authority over the governance of the legal person.
• Exercise control through other means.

If no individual meets these conditions, the entity must identify the senior manager (eg, CEO, managing director) as the beneficial owner.

The Act introduces robust mechanisms for enforcement and clarifies the roles of the ROC and the Courts.

The role of the Court

Sections 13 and 14 of the Act empower the Supreme Court of Bermuda to handle disputes and rectify registers. Where a bona fide legal dispute over beneficial ownership is being adjudicated, no changes can be made to the register without a court order. Any person aggrieved by their inclusion or omission from a register may apply to the Court for rectification.

Penalties for non-compliance

Compliance is enforced through the Registrar of Companies (Compliance Measures) Act 2017. Failure to adhere to the Act's provisions can result in significant penalties. For instance, knowingly or recklessly disclosing information from the central register without the ROC's consent can lead to fines of up to $100,000 and two years’ imprisonment on summary conviction, or up to $250,000 and five years’ imprisonment on indictment.

Access to the central register

Another key feature of the Act is the provision for expanded access to the central register. While the register is not public, access may be granted to specific parties for legitimate purposes, including:

• Competent authorities: The BMA and other statutory bodies can access data to perform their functions.
• Obliged entities: Financial institutions and designated non-financial businesses can access the register to conduct customer due diligence (CDD).

Notably, Section 18(3) of the Act grants the Registrar the authority to restrict or prohibit the disclosure of information as deemed appropriate, providing a safeguard in circumstances where a beneficial owner may be at risk of harm.

Bermuda’s Beneficial Ownership Act 2025 can be found here

The Beneficial Ownership Act 2025 Commencement Day Notice here

Beneficial Ownership (Consequential Amendments) Order 2025 can be accessed here