Corporate Service Provider Business (Beneficial Ownership) Regulations 2017

Summary

This 2017 Bermuda regulation, made under the Corporate Service Provider Business Act 2012, imposes gatekeeping duties on corporate service providers (CSPs) that maintain registers of members, partners, or LLC members. It requires CSPs to confirm that beneficial ownership notifications required under other Bermuda statutes have been made before they process certain registrations.

• Share and coupon transfers: A CSP maintaining a company's register of members must not register an issue or transfer of securities or coupons unless the company has notified the Controller of Foreign Exchange as required by regulation 25A(3) of the Exchange Control Regulations 1973.
• Partnership appointments: A CSP maintaining a register of partners must not register the appointment or change of a general partner of a limited partnership or exempted partnership unless the Authority has been notified in accordance with the Limited Partnership Act 1883 (sections 5(1B) and 8B(3D)) or the Exempted Partnerships Act 1992 (sections 8(1B) and 13(1C)), as applicable.
• LLC member admissions: A CSP maintaining a register of members of a limited liability company must not register the admission of a member following an issue or transfer of LLC interest unless the LLC has complied with the notification requirement in section 45(7A) of the Limited Liability Company Act 2016.

The Regulations do not create standalone reporting duties for CSPs themselves but condition their registration functions on prior compliance by the underlying company, partnership, or LLC with existing beneficial ownership notification laws.

Key obligations

• A corporate service provider maintaining a company's register of members must not register an issue or transfer of securities or coupons unless the company has notified the Controller of Foreign Exchange under regulation 25A(3) of the Exchange Control Regulations 1973.
• A corporate service provider maintaining a register of partners must not register the appointment or change of a general partner of a limited partnership unless the Authority has been notified per sections 5(1B) and 8B(3D) of the Limited Partnership Act 1883.
• A corporate service provider maintaining a register of partners must not register the appointment or change of a general partner of an exempted partnership unless the Authority has been notified per sections 8(1B) and 13(1C) of the Exempted Partnerships Act 1992.
• A corporate service provider maintaining an LLC's register of members must not register the admission of a member following an issue or transfer of LLC interest unless the LLC has complied with section 45(7A) of the Limited Liability Company Act 2016.

Applies to

corporate service providers, companies, limited partnerships, exempted partnerships, limited liability companies