Bermuda Enacts New Beneficial Ownership Framework

On November 3, 2025, Bermuda enacted a new beneficial ownership framework, the Beneficial Ownership Act 2025 (the BO Act). This legislation updates Bermuda’s existing beneficial ownership regime, primarily by significantly reducing previous exemptions and moving the central register of beneficial ownership data from the Bermuda Monetary Authority (BMA) to the Registrar of Companies (RoC). Due to the narrowed scope of exemptions, some formerly excluded entities, including various insurance companies, must now comply with the filing requirements.

Details of the Beneficial Ownership Act

Prior legislation permitted a broader range of entities, such as regulated insurers, to claim exemption from the register. Under the BO Act, exemptions are now narrowly defined, applying only to legal persons listed on an appointed stock exchange and their subsidiaries, provided the parent entity maintains control of at least 75% or more of their shares or interest or voting rights in the subsidiary. All in-scope entities must take reasonable steps to identify their individual beneficial owners and relevant legal entities. Exempt entities must submit confirmation of their listed status to the RoC, provide satisfactory evidence of the exemption, and inform the RoC of any alterations to that status within the mandated 14-day window.

The BO Act adds a new layer of verification requirements, whereby in-scope entities must take reasonable measures to verify the required information of the beneficial owners, as described below.

Identifying a beneficial owner, as defined by the BO Act:¹

• An 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 (entity) whether through direct or indirect ownership (control threshold);
• Any individual or individuals who otherwise exercise ultimate effective control over the management of the legal person (entity); or
• Any individual or individuals who exercise control of a legal person (entity) by other means.

If no individual meets the above conditions, in-scope entities must identify the company’s senior management (such as the chief executive or managing director) as the beneficial owner. I added for clarity 

Requirements of entities that fall within scope are:

• Identify and verify all beneficial owners who meet the 25% or more control threshold (defined above) or who otherwise exercise ultimate effective control²
• Maintain a beneficial ownership register at their registered office in Bermuda
• File the required information with the RoC when doing business in Bermuda
• Obtain prior RoC Approval before any new person becomes a beneficial owner, unless that person was approved previously

Beneficial Owner’s reporting requirements:³

• Full legal name
• Residential address
• Date of birth
• All nationalities
• Government-issued identification details (e.g., a passport), including the identification number, issue date, issuing country, and expiration date
• Legal entities must include details of the country of registration, registration number and its status as a nominee

Transfer of Central Register to the RoC

Effective November 3, 2025, the RoC officially became the authority responsible for maintaining Bermuda’s centralized beneficial ownership register. The RoC has the authority to collect, verify and maintain the register on a secure electronic database. While the legislation aims to improve accessibility and timeliness of access, access to the register will be restricted to specified government agencies and regulatory bodies under specific rules. The electronic database will be monitored and audited to ensure only persons with proper authorizations can gain access to view the register.

What this Means for the Insurance Industry

For companies domiciled in Bermuda, including captive insurance companies, the BO Act adds another layer of compliance. Boards, captive managers, and other management teams should confirm if their entity qualifies for the listed exemptions above, identify any individuals who meet the 25%threshold; collect and verify required identification information of the beneficial owners, plan for RoC approval of any new owners, and update procedures to align with the new filing process. It is important that the entities keep records of the documentation and records used to verify the beneficial owner information, and to file the changes in a timely manner.

The BO Act outlines the expected timeline for registering and maintaining the beneficial ownership records. For entities claiming exemption, the entity has 14 days to register as exempt.⁴ Beneficial owners should be notified by management and must respond within 30 days to confirm required information. Initial beneficial owner reporting requirements should be submitted in a timely manner, with any changes being reported within 14 days.⁵

Although monetary penalties are unlikely before June 2026, directors remain responsible for maintaining an accurate register from November 3, 2025 onward with the RoC. For additional information, refer to Beneficial Ownership Act 2025 and Next Steps: Implementation of Beneficial Ownership Act 2025 on Bermuda’s website.

If you have questions or would like guidance in navigating emerging tax laws, contact our team today.

1. Beneficial Ownership Act 2025 § 6(1) (Berm.) ↩︎
2. “Ultimate effective control” means ownership or control exercised through a chain of ownership or by means of control other than direct control ↩︎
3. Beneficial Ownership Act 2025 § 10(2) (Berm.) ↩︎
4. Beneficial Ownership Act 2025 § 3(5) (Berm.) ↩︎
5. Beneficial Ownership Act 2025 § 11(1) (Berm.) ↩︎