Bermuda Beneficial Ownership in 2026: The New Act Explained

Last updated: 27 October 2026 · Reviewed against the consolidated Beneficial Ownership Act 2025 (as amended to 14 September 2026), the Beneficial Ownership Regulations 2026 and Exemption Order 2026, the Government of Bermuda’s July 2026 implementation notice, the Attorney-General’s CFATF statement of 3 June 2026 and the FATF list of June 2026

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. The Act also made the Registrar pre-approve every new beneficial owner — a gate that lasted 57 days before an amending Act repealed it on 30 December 2025.

Then 2026 rewrote the rewrite. The Registrar pushed enforcement from 1 June to 31 August 2026. A second amending Act, in force on 14 September 2026, opened the closed register to legitimate-interest applicants — journalists, researchers, civil society and anyone about to transact with the entity. And on 25 September the Beneficial Ownership Regulations 2026 and an Exemption Order took funds and trust-held companies out of the filing duty. The whole reform is evaluation preparation: Bermuda’s fifth-round CFATF mutual evaluation is under way, with the assessors’ on-site visit expected in April 2027.

This guide explains how the Bermuda beneficial-ownership regime actually works as of October 2026: the lowered 25% threshold, the ROC-administered central register and its new access routes, the short-lived pre-approval requirement, the narrowed exemptions and what they mean for captives and funds, the verification duties, the penalty structure, and the operational workflow for verifying a Bermuda UBO.

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 section 3 of the BO Act, only entities listed on the Bermuda Stock Exchange or an appointed exchange, their subsidiaries, and (since September 2026) subsidiaries of listed overseas companies are outside the Act. Every other Bermuda company, LLC, exempted partnership, and overseas partnership must maintain a register; the Exemption Order 2026 lifts only the filing duty for funds, licensed trustees and trust-held companies.
• The pre-approval gate came and went. As enacted, section 16 required the ROC to approve any person before they became a beneficial owner. The Beneficial Ownership Amendment Act 2025 repealed it with effect from 30 December 2025; changes of beneficial owner are now filed with the Registrar within 30 days instead.

The register is not public, and since September 2026 it is no longer closed either. The Beneficial Ownership Amendment Act 2026, which received assent on 14 September 2026, rewrote section 18: the Registrar may disclose register data to listed public bodies for their statutory functions, to firms subject to Bermuda’s AML Regulations for customer due diligence and discrepancy reporting, and to anyone who demonstrates a legitimate interest connected with preventing money laundering, terrorist financing or proliferation financing. Like Cayman and the BVI, Bermuda has chosen controlled, application-based access rather than the public model that the EU once pursued.

2. The enforcement deadline: 1 June, then 31 August 2026

The single most time-sensitive fact about the Bermuda regime in 2026 was the enforcement date, and it moved. The BO Act became operative on 3 November 2025, and the Registrar of Companies first announced it would not enforce the beneficial-ownership filing requirements until 1 June 2026. In July 2026, circulating the draft Regulations, the Government of Bermuda deferred the start of enforcement action again, to 31 August 2026 (gov.bm).

For a compliance team onboarding a Bermuda counterparty after 31 August 2026, the practical implication is that every in-scope Bermuda entity is expected to hold a complete, verified beneficial-ownership register and, unless exempt from filing, to have filed it with the Registrar. A counterparty that cannot evidence its beneficial owners is no longer merely behind on admin — it is exposed to an 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 — one of the largest captive domiciles 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, and file with the Registrar. Captives are not among the classes the Exemption Order 2026 relieves from filing. The captive that for years simply relied on its BMA prudential relationship now has a parallel beneficial-ownership obligation, enforceable since 31 August 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 form at the Registrar — and since September 2026 a counterparty about to transact with the captive can apply for it.

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

The BO Act applies broadly across Bermuda's corporate and partnership vehicle types. Section 3 keeps listed entities and their subsidiaries outside it; the Exemption Order 2026 then relieves several classes of the duty to file, but not of the duty to keep a register.

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, converting or applying to do business in Bermuda, and file any change of beneficial owner within 30 days of being notified (14 days until September 2026).

6. The ROC central register and who can now see it

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 matter operationally: verification, and the access routes opened in September 2026.

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.

Who can get the data — and the gate that was removed

As enacted, the BO Act gave Bermuda a feature no other offshore centre had: section 16 required the ROC to approve a person before they became a beneficial owner. It lasted 57 days. The Beneficial Ownership Amendment Act 2025 repealed it with effect from 30 December 2025, and the September 2026 Act removed the leftover reference to Registrar consent for share issues because, in the words of its explanatory memorandum, "no such requirement exists". A Bermuda beneficial owner today is filed and verified, not pre-approved.

Access is the change that now matters. Under section 18 as rewritten in September 2026 and regulations 5 and 6 of the Beneficial Ownership Regulations 2026, the Registrar can release register data to three groups beyond the listed public bodies:

• Bermuda AML-regulated firms conducting customer due diligence on the entity, or holding information materially inconsistent with the register (section 18(1A)).
• Journalists, civil society organisations, academics and researchers whose work is connected with combating money laundering, terrorist financing or proliferation financing — who may receive limited and historical information, including the ownership structure (regulation 6(2)).
• Anyone likely to enter into a transaction with the entity who wants to keep that transaction clear of money laundering or related offences — the route a foreign bank or buyer will use (regulation 6(3)) — plus any other applicant who satisfies the Registrar of a legitimate interest (regulation 6(4)).

Every route runs on application, the Registrar can refuse or attach conditions, a beneficial owner can apply for an exemption from disclosure in exceptional cases, and refusals can be appealed to the Supreme Court within 28 days. Information released to a legitimate-interest applicant may not be passed on without the Registrar's consent.

In this illustrative chain, a Bermuda captive sits beneath a Bermuda holding company, which sits beneath a UK parent. Both Bermuda layers hold verified beneficial-ownership data in the central register, which a foreign bank cannot search directly and can reach only by a legitimate-interest application to the Registrar. 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 or to file accurate information. The Compliance Measures Act framework gives the Registrar escalating tools — from compliance notices through to prosecution, and since September 2026 a direct application to the Court under new section 9ZA — and 31 August 2026 is when enforcement action began for the beneficial-ownership regime.

9. Recent and upcoming changes: 2025–2027

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, but since 25 September 2026 the Exemption Order relieves investment funds, and their parent and subsidiary undertakings, of the duty to file with the Registrar. They must still keep their own register, so the practical beneficial-ownership work for a multi-investor fund sits with the fund and its administrator, and a fund will not surface through a Registrar application.

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. Those entities are now obliged to hold and file a register, with enforcement action since 31 August 2026. This is an opportunity to refresh CDD on legacy Bermuda insurance counterparties against newly available, verified data — obtainable through a legitimate-interest application since September 2026 — and a reason to expect those counterparties to be able to produce it.

FATF evaluation timing

Bermuda's fifth-round CFATF mutual evaluation is under way: the Attorney-General told the Senate on 3 June 2026 that the first submission was due in September 2026 and that assessors are expected on-site in April 2027. Bermuda is on neither FATF list as of the June 2026 plenary, and the BO Act is designed to keep it that way. Unlike the BVI — grey-listed in June 2025 and still on the list after the June 2026 plenary — 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 (the Bahamas sits alongside them as a fourth closed-data model):

• Bermuda is now the most reachable of the three for a counterparty. Its regulation 6(3) route lets a person likely to transact with the entity apply directly to the Registrar; the pre-approval gate that once set it apart was repealed in December 2025. Funds and trust-held entities will still not surface, because they no longer file.
• 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 evaluation, with assessors on-site in April 2027, is the one to watch.

13. Practical takeaways for compliance teams

Start any Bermuda check from the entity record in our Bermuda company directory, and read the regime against the FATF Recommendation 24 standard it was rebuilt to satisfy. To verify a Bermuda UBO in one lookup, resolve the entity and the layers above it through one API call before you file a Registrar application.

14. Frequently asked questions