Bermuda Beneficial Ownership in 2026: The New Act Explained

For most of the past decade, Bermuda's beneficial-ownership regime was a quiet, fragmented thing — rules scattered across the Companies Act 1981, the Limited Liability Company Act 2016, and a handful of partnership statutes, with a central register maintained by the Bermuda Monetary Authority and a long list of exemptions that excused most regulated entities, including the captive insurers that are the island's signature industry, from having to file at all.

That regime is gone.

On 3 November 2025, the Beneficial Ownership Act 2025 came into force, consolidating Bermuda's entire beneficial-ownership framework into a single statute, transferring the central register from the Bermuda Monetary Authority (BMA) to the Registrar of Companies (ROC), and — most consequentially — gutting the exemptions. The threshold was lowered from "more than 25%" to "25% or more." Captive insurers and other regulated entities, exempt for years, are now in scope for the first time. And the Registrar must now pre-approve any person before they become a beneficial owner of a Bermuda entity.

The enforcement clock is the part that matters most in 2026. The ROC granted a transition window after the Act came into force, but that window closes on 1 June 2026 — at which point the Registrar begins enforcing the regime through fines and criminal penalties under the Registrar of Companies (Compliance Measures) Act 2017. Most offshore owners are not aware the rules have changed. The whole reform is also evaluation preparation: Bermuda faces its 5th-round Caribbean FATF mutual evaluation beginning in October 2026, and the Act is designed to pass it.

This guide explains how the Bermuda beneficial-ownership regime actually works as of 2026: the lowered 25% threshold, the new ROC-administered central register, the pre-approval requirement, the gutted exemptions and what they mean for captives, the verification duties, the penalty structure, and the operational workflow for verifying a Bermuda UBO when the register is closed to you.

1. The Bermuda regime in 2026: the Beneficial Ownership Act 2025

Bermuda enacted the Beneficial Ownership Act 2025 (the BO Act) to consolidate and modernise a framework that had become fragmented and, by international standards, too generous with exemptions. The Act received Royal Assent on 28 September 2025 and came into force on 3 November 2025 under the Beneficial Ownership Act 2025 Commencement Day Notice 2025. It repeals and replaces the beneficial-ownership provisions previously spread across the Companies Act 1981, the Limited Liability Company Act 2016, and the various partnership acts, pulling them into a single statute.

Three structural changes sit at the heart of the new regime:

• The register moved from the BMA to the Registrar of Companies. Under the previous regime, in-scope entities filed beneficial-ownership information with the Bermuda Monetary Authority, which maintained the central register — even though the ROC monitored and enforced compliance. The BO Act consolidates both functions at the ROC. The BMA stopped accepting applications at 5pm on 28 October 2025 to allow the transfer to be processed.
• The exemptions were gutted. The previous regime exempted a broad range of regulated entities — including regulated insurers and captives. Under the BO Act, the only exemption that survives is for entities listed on an appointed stock exchange and their direct subsidiaries. Every other Bermuda company, LLC, exempted partnership, and overseas partnership must now maintain a register.
• The Registrar must pre-approve beneficial owners. The BO Act introduces a requirement that the ROC approve any person before they become a beneficial owner of an in-scope entity. Beneficial owners already approved under the prior regime before 3 November 2025 do not require re-approval — but every new one does.

The register remains closed. The BO Act does not provide for public access. The ROC maintains a secure search system, and access is restricted to specified government agencies, regulatory bodies, and persons conducting customer due diligence under anti-money-laundering regulations. Like Cayman and the BVI, Bermuda has chosen a closed register with controlled access rather than the public model that the EU once pursued.

2. The 1 June 2026 enforcement deadline

The single most time-sensitive fact about the Bermuda regime in 2026 is the enforcement date. The BO Act became operative on 3 November 2025, but the Registrar of Companies announced it would not enforce the beneficial-ownership filing requirements until 1 June 2026. That transition window was designed to give entities time to identify, verify, and file (or re-file) their beneficial owners under the new rules, and to absorb the register transfer from the BMA.

For a compliance team onboarding a Bermuda counterparty after 1 June 2026, the practical implication is that every in-scope Bermuda entity is now expected to hold a complete, verified, ROC-approved beneficial-ownership register. A counterparty that cannot evidence its beneficial owners is no longer merely behind on admin — it is in breach of an actively-enforced statute, and that is a material due-diligence signal.

3. The 25% threshold and the control test

The BO Act made a subtle but real change to the threshold. Under the previous regime, a beneficial owner was a natural person holding more than 25% of shares or interests. Under the BO Act, the threshold is 25% or more — a change that, at the margin, expands the pool of individuals who must be identified and declared. A person holding exactly 25% is now a beneficial owner where previously they were not.

A beneficial owner under the BO Act is a natural person who meets any of the following:

1. Owns or controls 25% or more of the shares, voting rights, or partnership interests in the entity, directly or indirectly
2. Exercises ultimate effective control over the management of the entity
3. Where no individual meets the first two tests, the senior manager (such as a CEO or managing director) is recorded as the beneficial owner by default

The threshold of 25% aligns Bermuda with Cayman BOTA, the UK PSC regime, Singapore, Hong Kong, and the FATF Recommendation 24 baseline — and is materially higher than the BVI's 10%. For compliance teams running cross-jurisdictional CDD, Bermuda data calibrates naturally to a 25% home regime. The "25% or more" formulation is the one operational subtlety to note — it captures the exactly-25% holder that a "more than 25%" regime would miss.

4. The gutted exemptions: captives come into scope

The most commercially significant change in the BO Act is the narrowing of exemptions — and the entity type most affected is the one Bermuda is most famous for: captive insurance.

Under the previous regime, regulated entities — including regulated insurers and the captive insurance companies that form the backbone of Bermuda's economy — were exempt from the beneficial-ownership register on the logic that the BMA already held detailed ownership and control information about them through its prudential supervision. The BO Act removes that logic. Under the new framework, the only exemption that survives is for entities whose shares are listed on an appointed stock exchange, plus their direct subsidiaries. The Minister of Finance retains a power to exempt certain entities by future Order, but the default has flipped.

For Bermuda's captive sector — 631 licensed captives at year-end 2024, the largest offshore captive domicile in the world — this is a first-time compliance obligation. Captive managers and boards now have to confirm whether the captive qualifies for the listed-entity exemption (most will not), map ownership structures to identify everyone meeting the 25%-or-more threshold, collect and verify the required identification information, obtain ROC approval for any new beneficial owner, and align recordkeeping with the ROC filing process. The captive that for years simply relied on its BMA prudential relationship now has a parallel beneficial-ownership obligation that bites from 1 June 2026.

For external CDD teams, this change is quietly useful. Where a Bermuda captive or regulated insurer previously produced no beneficial-ownership filing, it is now obliged to maintain one. The data that was historically opaque at the entity level now exists in a verified, ROC-approved form — accessible to authorities and to persons conducting AML customer due diligence under the prescribed access rules.

5. Who is in scope: companies, LLCs, partnerships

The BO Act applies broadly across Bermuda's corporate and partnership vehicle types, with the single narrow listed-entity exemption.

In-scope entities must take reasonable measures to identify every individual beneficial owner and every relevant legal entity, issue written notices to those persons, maintain a beneficial-ownership register at their registered office in Bermuda, file the required information with the ROC when forming, continuing, or applying to do business in Bermuda, and obtain ROC approval before any new person becomes a beneficial owner.

6. The ROC central register and the pre-approval requirement

The Registrar of Companies is now the competent authority responsible for collecting, verifying, and maintaining Bermuda's central beneficial-ownership register on a secure electronic database. The database is monitored and audited so that only authorised persons can access it. Two features of the ROC model are operationally distinctive.

Verification is now mandatory

The BO Act introduces explicit verification requirements. In-scope entities must take reasonable measures to verify the minimum required information of their beneficial owners using documents from a reliable, independent source, and keep records of the documentation and the measures used. Each beneficial owner's record must include date of birth, nationalities, and the details of an unexpired government-issued identity document — identification number, country of issue, issue date, and expiry date. This is a meaningful step up from the prior regime, where verification was lighter and the data fields thinner.

The Registrar pre-approves beneficial owners

The most unusual feature of the Bermuda regime — distinct from Cayman, the BVI, Singapore, and Hong Kong — is that the ROC must approve a person before they become a beneficial owner of an in-scope entity. This is a gatekeeping function: a change of beneficial ownership is not simply filed after the fact, it must be approved in advance (subject to the carve-out for owners already approved before 3 November 2025). For compliance teams, this means a Bermuda entity's beneficial owners have, in principle, passed a regulator's approval gate — a stronger assurance than a pure self-declaration regime, though not a substitute for independent CDD.

In this illustrative chain, a Bermuda captive sits beneath a Bermuda holding company, which sits beneath a UK parent. Both Bermuda layers now hold ROC-approved beneficial-ownership data in the closed central register, but that data is not accessible to a foreign bank by direct search. The UK layer is on the public PSC register and identifies the natural person directly. Where the chain leads to a transparent jurisdiction upstream, the UBO is resolvable without access to the Bermuda register. Where the chain stays within Bermuda or runs through other closed-register jurisdictions, the operational route is contractual disclosure under onboarding terms, or reliance on the AML-CDD access pathway where available.

7. How to verify a Bermuda UBO: step-by-step workflow

8. Penalties: fines, imprisonment, and the disclosure offence

Compliance with the BO Act is enforced through the Registrar of Companies (Compliance Measures) Act 2017, which gives the ROC a graduated set of civil and criminal tools. The headline criminal offence concerns the misuse of register information.

Beyond the disclosure offence, the ROC can impose civil penalties and pursue criminal sanctions for failures to maintain a register, to file accurate information, or to obtain pre-approval for new beneficial owners. The Compliance Measures Act framework gives the Registrar escalating tools — from compliance notices through to prosecution — and the 1 June 2026 enforcement date is when those tools become live for the beneficial-ownership regime.

9. Recent and upcoming changes: 2025–2026

10. Sector focus: captive insurance, funds, digital assets

Bermuda's economy is built on insurance and asset structuring, and the BO Act interacts with each sector differently.

Captive and commercial insurance

Bermuda is the world's largest offshore captive domicile (third globally behind Vermont and Cayman) and a global hub for commercial reinsurance. The insurance sector is regulated by the BMA under the Insurance Act 1978, with entities classified across captive classes (Class 1, 2, 3) and commercial classes (Class 3A, 3B, 4). Regulated insurers must continue to comply with the BMA's "shareholder controller" approval and notification requirements — the prudential regime is unchanged. What is new is that the beneficial-ownership obligation now sits alongside the prudential regime rather than being excused by it. An insurer therefore has two parallel ownership-disclosure obligations: shareholder-controller information to the BMA for prudential purposes, and beneficial-ownership information to the ROC under the BO Act.

Investment funds

Bermuda funds are regulated by the BMA under the Investment Funds Act 2006. Fund vehicles are in scope of the BO Act unless they qualify for the listed-entity exemption. As with the other offshore jurisdictions, the practical beneficial-ownership work for a multi-investor fund is often performed at the administrator level, but the entity-level register obligation under the BO Act now applies.

Digital asset businesses

Bermuda was an early mover in digital-asset regulation with the Digital Asset Business Act 2018, supervised by the BMA. Digital asset businesses are subject to AML/CFT obligations including beneficial-ownership identification, and — like insurers — are now also within the BO Act's entity-level register regime following the removal of the regulated-entity exemption.

11. Cross-border implications for EU and UK banks

For an EU bank under AMLD6 or a UK bank under MLR 2017, Bermuda CDD in 2026 has several distinctive features worth building into the workflow.

Threshold alignment, with one subtlety

Bermuda's "25% or more" threshold aligns with AMLD6, UK MLR, Cayman, Singapore, Hong Kong, and FATF Recommendation 24. No threshold reconciliation is required, unlike the BVI's 10% regime. The one subtlety is the inclusion of the exactly-25% holder — a person at precisely 25% is a Bermuda beneficial owner, and is also captured by most home regimes, so the alignment is clean.

Sanctions screening on Bermuda counterparties

Bermuda's sanctions architecture is distinctive among the offshore jurisdictions, and compliance teams should understand the mechanics rather than assume it mirrors Cayman or the BVI.

Bermuda implements sanctions through its own legislation, not by automatic Order in Council. Unlike most UK Overseas Territories — where UK sanctions extend automatically through Orders in Council made by the UK Privy Council — Bermuda (like Gibraltar) brings UK sanctions into domestic force through its own statute: the International Sanctions Act 2003 and the International Sanctions Regulations 2013, periodically amended to reflect new UK measures. The International Sanctions Amendment Regulations 2020 re-aligned the Bermuda regime with the post-Brexit UK framework. The competent authority is the Minister of Justice, working through the Financial Sanctions Implementation Unit (FSIU) of the Ministry of Legal Affairs.

The substance still tracks the UK. Although the mechanism is domestic, the designations Bermuda implements are the UK's — derived in turn largely from the UN Security Council. In practice, a person or entity on the UK HM Treasury Consolidated List will be subject to asset-freezing measures in Bermuda. In September 2025, the UK and Bermuda signed a joint statement and a memorandum of understanding on sanctions implementation, with the UK noting that Bermuda had frozen over US$200 million of sanctioned assets — a figure that signals real enforcement, not nominal compliance.

For EU and US banks, the practical takeaway is to screen Bermuda counterparties against the UK HM Treasury Consolidated List as a primary control (because that is the list Bermuda enforces), alongside OFAC SDN and EU Consolidated screening as home-jurisdiction obligations. Breaching a Bermuda sanctions measure without a licence from the competent authority is a criminal offence carrying fines and imprisonment. Given Bermuda's role as a global insurance and reinsurance hub, sanctions exposure through underwriting and claims relationships is a distinct risk dimension worth specific attention.

The captive angle is new diligence territory

Because captives and regulated insurers were previously exempt, many EU and UK banks have historical Bermuda insurance relationships where beneficial ownership was never separately verified at the entity level. From 1 June 2026, those entities are obliged to hold a register. This is an opportunity to refresh CDD on legacy Bermuda insurance counterparties against newly-available, verified, ROC-approved data — and a reason to expect those counterparties to be able to produce it.

FATF evaluation timing

Bermuda's 5th-round CFATF mutual evaluation begins in October 2026. Bermuda is currently FATF-compliant and not grey-listed, and the BO Act is designed to keep it that way. Unlike the BVI — grey-listed in June 2025 — Bermuda and Cayman do not carry enhanced-due-diligence consequences from a listing. Compliance teams should nonetheless watch the evaluation outcome, as it will shape the regime's practical enforcement posture through the late 2020s.

12. Bermuda in context: the offshore trifecta compared

Bermuda, Cayman, and the BVI are the three dominant offshore corporate domiciles, and compliance teams running CDD across offshore structures routinely see all three. Their beneficial-ownership regimes have converged on a closed-register model but differ in the operational details.

Three observations for compliance teams running CDD across the offshore trifecta:

• Bermuda is the only one of the three with regulator pre-approval of beneficial owners. The ROC approval gate is a Bermuda-specific feature. It does not open the data to you, but it means a Bermuda entity's beneficial owners have passed a regulator's gate — a marginally stronger baseline than the self-declaration regimes of Cayman and the BVI.
• Threshold spread still matters. Bermuda and Cayman sit at 25%; the BVI at 10%. A structure spread across all three produces beneficial-ownership data calibrated to two different thresholds, and the BVI layer will surface individuals the Bermuda and Cayman layers would not.
• Only the BVI carries a FATF grey-list overhang. Bermuda and Cayman are compliant; the BVI is grey-listed. Bermuda's October 2026 evaluation is the one to watch — a clean result keeps the trifecta's two compliant members compliant.

13. Practical takeaways for compliance teams

14. Frequently asked questions