beneficial ownership

Who is caught

Bermuda's beneficial ownership requirements sit across company law, exchange control, corporate service provider (CSP) regulation and the AML/ATF regime, each administered in whole or part by the Bermuda Monetary Authority (BMA). The instruments indexed here reach both the entities that must record their beneficial owners and the intermediaries and individuals who feed that information into the system.

• Companies: Under Part VIA of the Companies Act 1981, companies (local, exempted, overseas, mutual and mutual fund companies) must identify and record their beneficial owners.
• Permit companies: Permit companies are subject to beneficial ownership duties under the Exchange Control Regulations 1973 and the Corporate Service Provider Business Amendment Act 2014, keyed to a 10% ownership threshold.
• Corporate service providers: CSPs licensed under the Corporate Service Provider Business Act 2012 act as gatekeepers, identifying and vetting the beneficial owners of client entities and conditioning certain registrations on prior beneficial ownership notification.
• AML/ATF regulated financial institutions: A broad range of regulated persons (financial institutions, CSPs, trust businesses, the securities sector, independent professionals and others) must identify and verify beneficial owners as part of customer due diligence.
• Beneficial owners and shareholder controllers: Individuals who are beneficial owners or shareholder controllers of Bermuda entities are directly subject to notification and personal declaration requirements, including under the Insurance Act 1978 controller regime.

Sources: Proceeds of Crime (Anti-Money Laundering and Anti-Terrorist Financing) Regulations 2008 · Corporate Service Provider Business Amendment Act 2014 · Companies Act 1981 · Exchange Control Regulations 1973 · Annex I - Sector-Specific Guidance Notes for Trust Business (2022 Guidance Notes for AML/ATF Regulated Financial Institutions) · Annex III - Sector-Specific Guidance Notes for the Securities Sector (2022) · Guidance Notes for AML/ATF Regulated Financial Institutions 2022 - Annex VI: Sector-Specific Guidance Notes (SSGN) for Corporate Service Provider (CSP) Business · Further Guidance - CSP Gatekeeper Role (2017-06-14) · Guidance Notes - Assessment of Shareholder Controllers and Controllers (September 2014) · Annex VI - Sector-Specific Guidance Notes for Corporate Service Provider Business · Personal Declaration Form for Beneficial Owners or Shareholder Controllers (2025 Version) · Notice - Corporate Service Provider (Beneficial Owner) Regulations 2012 (2012-12-21) · AML/ATF Sectoral Guidance Notes for CSPs (2021) - Annex VI · AML/ATF Sector-Specific Guidance Notes for the Securities Sector (Annex III) 2021

Key duties

The recurring duties are to identify beneficial owners, keep that information current, and notify or file it with the BMA (or the Controller of Foreign Exchange). Duties differ by entity type and by the applicable ownership threshold.

Company registers and filings

• Identify beneficial owners: Under Part VIA of the Companies Act 1981, companies must identify their beneficial owners and obtain the required information.
• Maintain a register: Companies must establish and keep a beneficial ownership register up to date and current.
• File with the BMA: Companies must file beneficial ownership information with the BMA and comply with any compliance measures or notices imposing restrictions issued in relation to it.

Permit company notifications

• Continuing duty (10%): Permit companies must maintain and update beneficial ownership information for individuals who ultimately own 10% or more of shares, voting rights or interests, under the Exchange Control Regulations 1973.
• 14-day notification: Under the Corporate Service Provider Business Amendment Act 2014, a permit company must inform the Controller within 14 days of a transfer of beneficial ownership that causes a beneficial owner to reach a 10% or greater threshold; this notification provision is deemed to have come into force on 31 December 2013.
• Controller permission: The Controller's permission is required before transferring beneficial ownership in a permit company or issuing or transferring securities.

CSP gatekeeping and vetting

• Registration gatekeeping: Under the Corporate Service Provider Business (Beneficial Ownership) Regulations 2017, a CSP maintaining a register must not register share, coupon, partnership or LLC changes unless the required beneficial ownership notification has first been made under the relevant statute.
• Beneficial owner vetting: CSP gatekeeper guidance expects detailed vetting procedures for beneficial owners holding 10% or more in a Bermuda entity, including a personal declaration and a fitness-and-propriety assessment, with records kept for BMA inspection.
• Nominee agreements: Where a CSP acts as or arranges a nominee shareholder, it must obtain and retain a written nominee agreement identifying the beneficial owner (CSP Codes of Practice and Guidance Notes).
• Identification and change reporting (draft 2012 regime): The draft Corporate Service Provider (Beneficial Owner) Regulations 2012 would require CSPs to record beneficial owner particulars at their registered address, with beneficial owners notifying the CSP within 28 days of any change; this instrument was circulated in draft.

AML/ATF customer due diligence

• Identify and verify: Relevant persons must identify and verify beneficial owners and understand ownership and control structures under the Proceeds of Crime (AML/ATF) Regulations 2008, generally using a 25% threshold (10% for corporate service providers).
• Sector-specific application: Sector guidance for CSPs, trust business and the securities sector applies these beneficial ownership identification and ongoing monitoring duties to the particular structures of each sector.

Personal declarations

• Personal Declaration Form: Each individual proposing to act as a beneficial owner or shareholder controller of a Bermuda entity must complete, sign and submit a Personal Declaration Form (the updated INTEGRA version), which remains valid for three years.

Sources: Corporate Service Provider Business (Beneficial Ownership) Regulations 2017 · Corporate Service Provider Business Amendment Act 2014 · Companies Act 1981 · Exchange Control Regulations 1973 · CSP Code of Practice (December 2019) · Further Guidance - CSP Gatekeeper Role (2017-06-14) · Response to Industry on the Corporate Service Provider Business Act 2012 (2012-03-02) · CSP - Code of Practice (September 2019) · Corporate Service Providers Guidance Notes (December 2012) · Personal Declaration Form for Beneficial Owners or Shareholder Controllers (2025 Version) · Notice - INTEGRA Updated Personal Declaration Form (2025-02-19) · Notice - Corporate Service Provider (Beneficial Owner) Regulations 2012 (2012-12-21)

Exemptions and carve-outs

The indexed instruments provide several carve-outs, most tied to CSP involvement or entity type.

• CSP-maintained registers: Companies using a licensed CSP that maintains the register of members are exempted from seeking Controller of Foreign Exchange permission for share issuances and transfers (per the BMA's industry response on the CSP Act 2012).
• Mutual fund permit: Overseas companies need a permit to carry on business in Bermuda unless exempted as a mutual fund, under the Companies Act 1981.
• Intra-group CSP activity: The BMA indicated that intra-group-only CSP activity may be exempted, while CSPs serving third parties outside their group each need a licence.
• Exempted private trust companies: The trust business AML/ATF guidance does not apply to exempted private trust companies that use a licensed CSP or licensed trust business in their structure.
• CSP licence deadline: The 2016 notice extended the CSP licence application deadline to 1 October 2016 for institutions carrying on corporate services business unless otherwise exempted.
• AML thresholds and simplified diligence: The AML/ATF Regulations permit simplified due diligence in lower-risk situations and set the beneficial ownership threshold generally at 25% (10% for CSPs).

The 2017 CSP Beneficial Ownership Regulations do not create standalone reporting duties for CSPs; they condition CSP registration functions on prior compliance by the underlying entity.

Sources: Proceeds of Crime (Anti-Money Laundering and Anti-Terrorist Financing) Regulations 2008 · Corporate Service Provider Business (Beneficial Ownership) Regulations 2017 · Companies Act 1981 · Annex I - Sector-Specific Guidance Notes for Trust Business (2022 Guidance Notes for AML/ATF Regulated Financial Institutions) · Response to Industry on the Corporate Service Provider Business Act 2012 (2012-03-02) · Corporate Services Providers (CSP) - Important Notice (2016-07-01)

Enforcement and penalties

Enforcement powers and penalties are spread across the exchange control statute, the AML/ATF regime and specific CSP instruments. Some penalty figures differ between instruments, so the applicable amount depends on which instrument is engaged.

Exchange control

• Criminal and civil penalties: Under the Exchange Control Act 1972, breach of regulations can attract fines up to $5,000 or two years' imprisonment on indictment (or larger multiples of the value involved), civil penalties up to $25,000, plus forfeiture; obstruction of search or evidence powers is a summary offence carrying a $1,000 fine or three months' imprisonment.
• Search and detention: Magistrates may issue search warrants on reasonable suspicion, and seized items may be detained for up to three months or until proceedings conclude; prosecutions require the consent of the Director of Public Prosecutions.

CSP and beneficial ownership specific

• Failure to report a change: Under the draft Corporate Service Provider (Beneficial Owner) Regulations 2012, a beneficial owner who fails to notify a change within 28 days commits an offence carrying a fine up to $10,000; non-compliance with a disclosure notice, or false information, is also an offence and may lead to restriction or cancellation of the person's interest.
• Certificate of compliance default: A civil penalty of up to $5,000 per week of default applies for failure to deliver the CSP certificate of compliance under section 46(2) of the CSP Act 2012 (noted in the 2014 consultation appendix).
• False licence application information: Knowingly or recklessly providing false or misleading information on the CSP licence application is an offence carrying fines up to $50,000 and/or imprisonment up to four years.

AML/ATF

• Criminal penalties: Non-compliance with specified AML/ATF regulations is a criminal offence, with fines up to $50,000 on summary conviction, or up to $750,000 and/or two years' imprisonment on indictment (securities and CSP sector guidance).
• Civil penalties: The BMA may impose civil penalties under the POCA supervision and enforcement regime; the securities and several CSP guidance annexes state up to $10,000,000 per breach, while one CSP annex states up to $500,000 per contravention.

Insurance controllers

• Controller enforcement: Under the Insurance Act 1978 controller regime, the BMA can object to a person becoming or remaining a controller, restrict share transfers and voting or payment rights, direct removal of a controller, impose fines for failure to notify, and seek injunctions.

Sources: Exchange Control Act 1972 · Annex III - Sector-Specific Guidance Notes for the Securities Sector (2022) · Guidance Notes for AML/ATF Regulated Financial Institutions 2022 - Annex VI: Sector-Specific Guidance Notes (SSGN) for Corporate Service Provider (CSP) Business · Guidance Notes - Assessment of Shareholder Controllers and Controllers (September 2014) · Annex VI - Sector-Specific Guidance Notes for Corporate Service Provider Business · Notice - Code of Practice Consultation Paper (2014-09-15) · Corporate Service Providers Business Licence Application Form (CSP Form 1) · Notice - Corporate Service Provider (Beneficial Owner) Regulations 2012 (2012-12-21) · AML/ATF Sectoral Guidance Notes for CSPs (2021) - Annex VI · AML/ATF Sector-Specific Guidance Notes for the Securities Sector (Annex III) 2021